Form 8-K

8-K — NUSCALE POWER Corp

Accession: 0001104659-26-094073

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001822966

SIC: 3443 (FABRICATED PLATE WORK (BOILER SHOPS))

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2622138d2_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2622138d2_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2622138d2_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2622138d2_8k.htm · Sequence: 1

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0001822966

2026-08-11

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 11, 2026

NuScale Power Corporation

(Exact name of registrant as specified in its

charter)

Delaware

001-39736

98-1588588

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S.

Employer

Identification No.)

1100 NE Circle Blvd., Suite 350

Corvallis, OR

97330

(Address of principal executive offices)

(Zip

Code)

(971) 371-1592

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K is

intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.0001

par value

per share

SMR

New York

Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

On August 11, 2026, NuScale Power Corporation (the “Company”)

entered into a Sales Agreement (the “Sales Agreement”) with UBS Securities LLC (“UBS”), B. Riley Securities, Inc.

(“B. Riley”), Canaccord Genuity LLC (“Canaccord”), Craig-Hallum Capital Group, LLC (“Craig-Hallum”),

TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”) and Tuohy Brothers Investment Research, Inc. (“Tuohy

Brothers”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its

sole discretion, shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate

offering price of up to $750,000,000 (the “Shares”) through any of UBS, B. Riley, Canaccord, Craig-Hallum, TCS or Tuohy Brothers

as its “sales agent” (together, the “Sales Agents”).

Under the Sales Agreement, the Company will set the parameters for

the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations

on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the

terms of the Sales Agreement, the sales agent may sell the Shares by any method that is deemed to be an “at the market offering”

as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales

made through The New York Stock Exchange or any other trading market for the Common Stock.

The Company will pay the sales agent a commission equal up to 2% of

the gross sales proceeds of any Shares sold through the sales agent under the Sales Agreement, and has provided each sales agent with

customary indemnification and contribution rights.

The Sales Agreement will terminate upon the earlier of (i) the sale

of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with the terms and conditions set

forth therein.

Any Shares to be offered and sold under the Sales Agreement will be

issued and sold pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-289467), which was filed with the

Securities and Exchange Commission (“SEC”) on August 11, 2025 and became automatically effective upon filing pursuant to Rule

462(e) under the Securities Act. The Company filed a prospectus supplement, dated August 11, 2026, with the SEC in connection with the

offer and sale of the Shares pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to

be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit

1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

O’Melveny & Myers LLP, counsel to the Company, has issued

an opinion to the Company, dated August 11, 2026, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement,

a copy of which is filed as Exhibit 5.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

1.1

Sales

Agreement, dated as of August 11, 2026, between the Company and the Sales Agents

5.1

Opinion

of O’Melveny & Myers LLP

23.1

Consent

of O’Melveny & Myers LLP (contained in Exhibit 5.1)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of

the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

NuScale Power Corporation

Date: August 11, 2026

By:

/s/ Robert Ramsey Hamady

Name:

Robert Ramsey Hamady

Title:

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2622138d2_ex1-1.htm · Sequence: 2

Exhibit 1.1

NUSCALE POWER CORPORATION

$750,000,000

SHARES OF CLASS A COMMON STOCK

SALES AGREEMENT

August 11, 2026

UBS Securities LLC

11 Madison Avenue

New York, NY 10010

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

Canaccord Genuity LLC

One Post Office Square, 30th Floor

Boston, MA 02109

Craig-Hallum Capital Group, LLC

323 N Washington Ave., Suite 300

Minneapolis, MN 55401

TCBI Securities, Inc., doing business as Texas Capital Securities

2000 McKinney Avenue, Suite 700

Dallas, TX 75201

Tuohy Brothers Investment Research, Inc.

641 Lexington Avenue, 15th Floor

New York, NY 10022

Ladies and Gentlemen:

NuScale Power Corporation,

a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with UBS Securities LLC, B.

Riley Securities, Inc., Canaccord Genuity LLC, Craig-Hallum Capital Group, LLC, TCBI Securities, Inc., doing business as Texas

Capital Securities, and Tuohy Brothers Investment Research, Inc. (each a “Sales Agent” and collectively, the “Sales

Agents”), as follows:

1.            Issuance

and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the

conditions set forth herein, it may issue and sell to or through the Sales Agents, acting as agents and/or principals, shares (the “Placement

Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), having

an aggregate offering price of up to $750,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained

herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Placement Shares

issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in

connection with such compliance. The issuance and sale of Placement Shares through the Sales Agents will be effected pursuant to the Registration

Statement (as defined below) filed by the Company which has become automatically effective under Rule 462(e) of the Securities

Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this

Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Placement Shares.

The Company acknowledges and agrees that sales of Placement Shares under this Agreement may be made through affiliates of the Sales Agents,

and that a Sales Agent may otherwise fulfill its obligations pursuant to this Agreement to or through an affiliated broker-dealer.

The Company has filed or shall

file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively,

the “Securities Act”), with the Commission an automatic registration statement on Form S-3, including a base prospectus,

relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference

documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended,

and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement

specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such

registration statement. The Company shall furnish to each Sales Agent, for use by such Sales Agent, copies of the prospectus included

as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except

where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes

effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained

in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or

deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent

registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any

Placement Shares, is herein called the “Registration Statement.” Any registration statement and amendments thereto filed pursuant

to Rule 462(b) of the Securities Act and relating to the offering covered by the Registration Statement is herein called a “Rule 462(b) Registration

Statement” and, after such filing, the “Registration Statement” shall include any Rule 462(b) Registration

Statement. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as

it may be supplemented by the Prospectus Supplement, if any, in the form in which such prospectus and/or Prospectus Supplement have most

recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer

free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating

to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant

to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed,

in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference

herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the

documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement”

with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof

of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to

the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the

Commission pursuant to the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”).

2.            Placements.

Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify a

Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing

the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement

Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that

may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which

containing such minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals

from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and

shall be addressed to each of the individuals from such Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time

to time. The Placement Notice shall be effective upon receipt by such Sales Agent unless and until (i) within two (2) Business

Days (as defined below) following receipt of the Placement Notice, in accordance with the notice requirements set forth in Section 4,

such Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of

the Placement Shares specified in such Placement Notice has been sold, (iii) in accordance with the notice requirements set forth

in Section 4, the Company, for any reason in its sole discretion, suspends or terminates the Placement Notice, (iv) the Company

issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or otherwise expressly superseding

the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount

of any discount, commission or other compensation to be paid by the Company to such Sales Agent in connection with the sale of the Placement

Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither

the Company nor any Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until

the Company delivers a Placement Notice to such Sales Agent and such Sales Agent does not decline such Placement Notice pursuant to the

terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this

Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

3.            Sale

of Placement Shares by Sales Agents. Subject to the terms and conditions herein set forth, upon the Company’s delivery of a

Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, superseded or otherwise

terminated in accordance with the terms of this Agreement, each specified Sales Agent, for the period specified in the Placement Notice,

will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws,

rules and regulations and the rules of the New York Stock Exchange (the “NYSE”) to sell such Placement Shares, up

to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Such Sales Agent will provide written confirmation

to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such

correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than

the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting

forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares sold, and the Net Proceeds

(as defined below) payable to the Company, together with itemized deductions described in Section 5(a). In the event the Company

engages a Sales Agent for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under

the Exchange Act, the Company will provide such Sales Agent, at such Sales Agent’s request and upon reasonable advance notice to

the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, accountant’s letter and officers’

certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as such Sales

Agent shall reasonably request. A Sales Agent may sell Placement Shares in negotiated transactions, including block trades or block sales,

or by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act,

including without limitation sales made through the NYSE or on any other existing trading market for the Common Stock, or by any method

permitted by law. No Sales Agent shall purchase Placement Shares for its own account as principal unless expressly authorized to do so

by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that a Sales Agent will

be successful in selling Placement Shares, and (ii) such Sales Agent will incur no liability or obligation to the Company or any

other person or entity if it does not sell Placement Shares for any reason other than a failure by such Sales Agent to use its commercially

reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3.

For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the

principal market on which the Common Stock is listed or quoted.

Notwithstanding any other

provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant

to this Agreement and, by notice to the applicable Sales Agent given by telephone (confirmed promptly by email), shall cancel any instructions

for the offer or sale of any Placement Shares, and the Sales Agents shall not be obligated to offer or sell any Placement Shares, (i) during

any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) at any time

from and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings,

revenues or other results of operations (an “Earnings Announcement”) through and including the time that the Company files

a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for

the same period or periods, as the case may be, covered by such Earnings Announcement.

4.            Suspension

of Sales.

(a)          The

Company or a Sales Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals

of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom

the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence

to each of the individuals of the other party set forth on Schedule 2), suspend any sale of Placement Shares; provided, however, that

such suspension shall not affect or impair either party’s obligations with respect to any Placement Shares sold hereunder prior

to the receipt of such notice. Each of the parties agrees that no such notice under this Section 4 shall be effective against the

other parties unless it is made to one of the individuals named on Schedule 2 hereto, as such schedule may be amended from time to time.

(b)          If

a Sales Agent or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M

under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other parties, and either such

party may, at its sole discretion, suspend sales of the Placement Shares under this Agreement.

any other provision of this Agreement, during any period in which the Registration Statement is no longer effective under the Securities

Act, the Company shall promptly notify each Sales Agent, the Company shall not request the sale of any Placement Shares, and no Sales

Agent shall be obligated to sell or offer to sell any Placement Shares.

5.            Settlement.

(a)          The

Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares

will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following the

date on which such sales are made (each, a “Settlement Date” and the first such Settlement Date, the “First Delivery

Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold

(the “Net Proceeds”) will be equal to the aggregate sales price received by the Sales Agent at which such Placement Shares

were sold, after deduction for (i) such Sales Agent’s commission, discount or other compensation for such sales payable by

the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to such Sales Agent hereunder

pursuant to Section 7(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory

organization in respect of such sales.

(b)          Delivery

of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer

the Placement Shares being sold by crediting the Sales Agent’s or its designee’s account (provided such Sales Agent shall

have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit

and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all

cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, such Sales Agent will

deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Sales

Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the

Placement Shares being sold prior to the Settlement Date. If the Company, or its transfer agent (if applicable), defaults in its obligation

to deliver duly authorized Placement Shares on a Settlement Date (other than as a result of a failure by a Sales Agent to timely provide

accurate instructions for delivery), the Company agrees that in addition to and in no way limiting the rights and obligations set forth

in Section 9(a) (Company Indemnification) hereto, it will (i) hold such Sales Agent harmless against any loss, claim, damage,

or reasonable, documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such

default by the Company and (ii) pay to such Sales Agent (without duplication) any commission, discount, or other compensation to

which it would otherwise have been entitled hereunder absent such default.

6.            Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with, each Sales Agent that (except for those representations

and warranties that speak solely as of a specific date, in respect of which the Company represents, warrants, and agrees as of such date),

as of (i) the date of this Agreement, (ii) each Time of Sale (as defined below), (iii) each Settlement Date, and (iv) each

Bring-Down Date (as defined below) (each date included in (i) through (iv), a “Representation Date”):

(a)          Compliance

with Registration Requirements. The Registration Statement became effective automatically upon filing with the Commission under the

Securities Act. The Registration Statement is an “automatic shelf registration statement” on Form S-3 as defined in Rule 405

of the Securities Act and was filed not earlier than three (3) years prior to the date hereof. The Company has complied, to the Commission’s

satisfaction, with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness

of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge

of the Company, contemplated or threatened by the Commission. The Company meets the requirements for use of Form S-3 under the Securities

Act. The sale of the Placement Shares hereunder meets the requirements of General Instruction I.B.1 of Form S-3.

(b)          No

Misstatement or Omission. The Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material

respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus

and any post-effective amendments or supplements thereto, at the time it became effective or as of its date, as applicable, complied and

as of each Representation Date, complied and will comply in all material respects with the Securities Act and did not and, as of each

Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date,

did not and, as of each Representation Date, will not contain any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations

and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement,

any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements

thereto, made in reliance upon and in conformity with the Agent’s Information (as defined below). There are no contracts or other

documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described

or filed as required. As used herein, “Time of Sale” means with respect to each offering of Placement Shares pursuant to this

Agreement, the time of a Sales Agent’s initial entry into contracts with purchasers for the sale of such Placement Shares.

Free Writing Prospectuses. Neither the Company nor any of its agents or representatives has used any written communication that would

constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to the Placement Shares.

(d)          Offering

Materials Furnished to Sales Agents. The Company has delivered to each Sales Agent one complete copy of the Registration Statement

and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without

exhibits) and the Prospectus, as amended or supplemented, in such quantities and at such places as such Sales Agent has reasonably requested.

The Registration Statement and the Prospectus delivered to each Sales Agent for use in connection with the public offering of the Placement

Shares contemplated herein have been and will be identical to the versions of such documents transmitted to the Commission for filing

via EDGAR, except to the extent permitted by Regulation S-T.

(e)          WKSI.

(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes

of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company

or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made

any offer relating to the Placement Shares in reliance on the exemption of Rule 163 under the Securities Act, and (iv) as of

the time of any Placement, the Company was and is a “well-known seasoned issuer” as defined in Rule 405.

(f)           Distribution

of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the completion of the Sales

Agents’ distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares

other than the Prospectus or the Registration Statement.

(g)          The

Sales Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the

Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and

except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to

or affecting the rights and remedies of creditors or by general equitable principles.

(h)          Authorization

of the Common Stock. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this

Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized,

validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the

issuance and sale of the Placement Shares by the Company is not subject to preemptive or other similar rights arising by operation of

law, under the organizational documents of the Company or under any agreement to which the Company or any of its subsidiaries (for purposes

of this Agreement, as defined in Rule 405 under the Securities Act, each a “Subsidiary”) is a party or otherwise.

(i)           No

Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity

or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except

for such rights, if any, as contemplated by that certain Amended and Restated Registration Rights Agreement, dated as of May 2, 2022,

by and among the Company, Spring Valley Acquisition Sponsor, LLC, SV Acquisition Sponsor Sub, LLC, and certain members of NuScale Power,

LLC and shareholders of the Company, or as have been duly waived.

(j)           No

Material Adverse Change. Except as otherwise disclosed in the Prospectus, subsequent to the respective dates as of which information

is given in the Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to

result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects,

whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, taken as a whole, from

that set forth in the Prospectus (any such change is called a “Material Adverse Change”); (ii) the Company and its Subsidiaries,

considered as one entity, have not incurred any material liability or obligation, direct or contingent, not in the ordinary course of

business, nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been

no dividend or distribution of any kind declared, paid or made by the Company or, except for regular quarterly dividends publicly announced

by the Company or dividends paid to the Company or other Subsidiaries, by any of its Subsidiaries on any class of capital stock or repurchase

or redemption by the Company or any of its Subsidiaries of any class of capital stock.

(k)          Independent

Accountants. Ernst & Young LLP, who has expressed its opinion with respect to the financial statements (which term as used

in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission or incorporated by reference

as a part of the Registration Statement and included in the Prospectus, is an independent registered public accounting firm with respect

to the Company within the meaning of the Securities Act and the Exchange Act.

(l)           Preparation

of the Financial Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration

Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its Subsidiaries as of

and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included

in or incorporated in the Registration Statement present fairly the information required to be stated therein. Such financial statements

and supporting schedules have been prepared in conformity with generally accepted accounting principles in the United States, applied

on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and except for any

normal year-end adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission in the

case of the Company’s quarterly financial statements. No other financial statements or supporting schedules are required to be included

in or incorporated in the Registration Statement.

(m)         XBRL.

The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(n)          Incorporation

and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation

in good standing under the laws of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct

its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions

contemplated herein. Each Subsidiary has been duly organized and is validly existing as a corporation or limited liability company in

good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate

its properties and to conduct its business as described in the Prospectus. Each of the Company and its Subsidiaries is duly qualified

to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership

or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing

would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the

Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully

paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) NuScale

Power, LLC, (ii) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most

recently ended fiscal year, (iii) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K

under the Exchange Act and (iv) those subsidiaries formed since the last day of the most recently ended fiscal year.

(o)          Capital

Stock Matters. The authorized capital stock of the Company conforms in all material respects to the description thereof contained

in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid

and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common

Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase

securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other

rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company

or any of its Subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s

stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the

Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown

with respect to such plans, arrangements, options and rights.

(p)          Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its Subsidiaries is in violation

of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”)

under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or

any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company

or any of its Subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually

or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and

consummation of the transactions contemplated hereby and by the Prospectus (i) have (other than sales pursuant to Placement Notices

not yet issued by the Company) been duly authorized by all necessary corporate action and will not result in any violation of the provisions

of the charter or by-laws of the Company or any Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under,

or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries

pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens,

charges or encumbrances as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change

and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to

the Company or any Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other

governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement

and consummation of the transactions contemplated hereby and by the Prospectus, except such as have been obtained or made by the Company

and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry

Regulatory Authority (“FINRA”).

(q)          No

Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings

pending or, to the Company’s knowledge, threatened (i) against or affecting the Company or any of its Subsidiaries or (ii) which

has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its Subsidiaries, where in

any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company

or such Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result

in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor

dispute with the employees of the Company or any of its Subsidiaries exists or, to the Company’s knowledge, is threatened or imminent.

(r)           All

Necessary Permits, etc. The Company and each Subsidiary possess such valid and current certificates, authorizations or permits

issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, other

than those the failure to possess or own would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse

Change, and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of,

or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable

decision, ruling or finding, could result in a Material Adverse Change.

(s)          Tax

Law Compliance. The Company and its consolidated Subsidiaries have filed all necessary federal, state and foreign income, property

and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment,

fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company

has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 6(l) above in

respect of all federal, state and foreign income, property and franchise taxes for all periods as to which the tax liability of the Company

or any of its consolidated Subsidiaries has not been finally determined.

(t)           Investment

Company Act. The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended

(the “Investment Company Act”). The Company is not, and after receipt of payment for the Common Stock will not be, an “investment

company” within the meaning of the Investment Company Act.

(u)          Insurance.

Except as otherwise described in the Prospectus, each of the Company and its Subsidiaries is insured by insurers of recognized financial

responsibility with policies in such amounts and with such deductibles and covering such risks as are generally deemed prudent and customary

for the business in which it is engaged including, but not limited to, policies covering real and personal property owned or leased by

the Company and its Subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe

that it or any Subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to

obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at

a cost that would not result in a Material Adverse Change.

(v)          No

Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or

that would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Placement Shares.

(w)         Related

Party Transactions. There are no business relationships or related-party transactions involving the Company or any Subsidiary or any

other person required to be described in the Prospectus which have not been described as required.

(x)           Exchange

Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter

are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and, when

read together with the other information in the Prospectus, at the Settlement Dates, will not contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

(y)          No

Unlawful Contributions or Other Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any

director, officer, employee, agent, affiliate or other person acting on behalf of the Company or any Subsidiary has during the Relevant

Period (as defined below) (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense

relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government officials

or employees, political parties or campaigns, political party officials, or candidates for political office from corporate funds; (iii) violated

or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable anti-corruption laws,

rules, or regulations of any other jurisdiction in which the Company or any Subsidiary conducts business; or (iv) made any other

unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person. The term “Relevant Period”

means in relation to the Company the period commencing on May 2, 2022 and for any Subsidiary the period commencing five years prior

to the date of this Agreement (or such shorter period since such Subsidiary was formed, as the case may be).

(z)           Compliance

with Money Laundering Laws. The operations of the Company and its Subsidiaries are and during the Relevant Period have been conducted

in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy

Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its

Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,

issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action,

suit or proceeding by or before any court or governmental agency, authority, body or any arbitrator involving the Company or any of its

Subsidiaries with respect to Anti-Money Laundering Laws is pending, or to the knowledge of the Company, threatened.

(aa)         Compliance

with OFAC.

(A) Neither the Company nor any of its Subsidiaries, nor any director, officer or employee thereof, nor to

the Company’s knowledge, any agent, affiliate, representative, or other person acting on behalf of the Company or any of its Subsidiaries,

is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any

economic, financial or trade sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets

Control (“OFAC”), the United Nations Security Council, the European Union (“EU”), His Majesty’s Treasury,

the Swiss Secretariat of Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located,

organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, the

so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, the non-government

controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria).

(B) The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make

available such Net Proceeds to any Subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or

business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory

that, at the time of such funding or facilitation, is the subject of a U.S. government embargo; or (ii) in any other manner that

will result in a violation of Sanctions by any Person (including any Sales Agent).

knowingly engaged in, and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction

is or was the subject of Sanctions or with any country or territory that, at the time of the dealing or transaction is or was the subject

of a U.S. government embargo.

(bb)        Company’s

Accounting System. The Company maintains a system of “internal control over financial reporting” (as such term is defined

in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange Act Rules”)) that

complies with the requirements of the Exchange Act and has been designed by its principal executive and principal financial officers,

or under their supervision, to provide reasonable assurances that (i) transactions are executed in accordance with management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with U.S. GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with

management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets

at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial

reporting is effective. Except as described in the Prospectus, since the end of the Company’s most recent audited fiscal year, there

has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and

(B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

(cc)         Disclosure

Controls. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange

Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure

that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures

designed to ensure that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding

disclosures. The Company has conducted evaluations of the effectiveness of its disclosure controls as required by Rule 13a-15 of

the Exchange Act.

(dd)        Compliance

with Environmental Laws. Except as otherwise described in the Prospectus, and except as would not, individually or in the aggregate,

result in a Material Adverse Change (i) neither the Company nor any of its Subsidiaries is in violation of any federal, state, local

or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient

air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating

to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous

substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern

(collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other

governmental authorizations required for the operation of the business of the Company or its Subsidiaries under applicable Environmental

Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its Subsidiaries received any written communication,

whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Subsidiaries

is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority,

no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging

potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal

injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment,

of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its Subsidiaries, now or in

the past (collectively, “Environmental Claims”), pending or, to the Company’s knowledge, threatened against the Company

or any of its Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries

has retained or assumed either contractually or by operation of law; and (iii) to the Company’s knowledge, there are no past

or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission,

discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental

Law or form the basis of a potential Environmental Claim against the Company or any of its Subsidiaries or against any person or entity

whose liability for any Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by

operation of law.

(ee)         Intellectual

Property. The Company and its Subsidiaries own or possess the valid right to use all (i) patents, patent applications, trademarks,

trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations,

licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorship, trademarks,

service marks, trade names, databases, formulae, know-how, Internet domain names and other intellectual property (including trade

secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual

Property Assets”) necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described

in the Prospectus. The Company and its Subsidiaries have not received any opinion from their legal counsel concluding that any activities

of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any

other person, and have not received written notice of any challenge, which is to their knowledge still pending, by any other person to

the rights of the Company and its Subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned

or used by the Company or its Subsidiaries. To the knowledge of the Company, the Company and its Subsidiaries’ respective businesses

as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual

Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Prospectus are valid,

binding upon, and enforceable by or against the parties thereto in accordance with their terms. The Company has complied in all material

respects with, is not in breach of, and has not received any asserted or threatened claim of breach of any Intellectual Property license,

and the Company has no knowledge of any breach or anticipated breach by any other person of any Intellectual Property license. Except

as described in the Prospectus, no claim has been made against the Company alleging the infringement by the Company of any patent, trademark,

service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person. The

Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of

appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not

result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person

in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for

use in the conduct of the business as currently conducted.

(ff)          Listing.

The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of

the Exchange Act. The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act and

is listed on the NYSE, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration

of the Common Stock under the Exchange Act or delisting the Common Stock from the NYSE, nor has the Company received any notification

that the Commission or the NYSE is contemplating terminating such registration or listing. All of the Placement Shares that have been

or may be sold under this Agreement have been approved for listing on the NYSE, subject to official notice of issuance; the Company has

taken all necessary actions to ensure that, upon and at all times after the NYSE shall have approved the Placement Shares for listing,

it will be in compliance with all applicable corporate governance requirements set forth in the NYSE’s listing rules that are

then in effect.

(gg)        Brokers.

Except for the Sales Agents, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s

fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(hh)        No

Outstanding Loans or Other Indebtedness. Except as described in the Prospectus, there are no outstanding loans, advances (except normal

advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit

of any of the officers or directors of the Company or any of the immediate family members of any of them.

(ii)           No

Reliance. The Company has not relied upon any Sales Agent or legal counsel for any Sales Agent for any legal, tax or accounting advice

in connection with the offering and sale of the Placement Shares.

(jj)           Compliance

with Laws. Since December 31, 2021, neither the Company nor any Subsidiary has received any written notice (official or otherwise)

from any governmental authority (i) with respect to an alleged, actual or potential violation and/or failure to comply, in any material

respect, with any applicable laws or (ii) requiring the Company or a Subsidiary to take or omit any material action to ensure compliance

with any such applicable laws, except where failure to be so in compliance would not result in a Material Adverse Change.

(kk)         Privacy

Laws. The Company and each of its Subsidiaries are, and during the Relevant Period were, in material compliance with all applicable

state, federal and foreign data privacy and security laws and regulations governing the receipt, collection, use, storage, registration

of databases, processing, sharing, secure disposal, disclosure, safeguarding, security or transfer (including cross-border) of personal

information that is collected, processed or shared by or otherwise subject to the control of the Company, and the Company and each of

its Subsidiaries have taken all necessary actions to comply with, to the extent applicable, the European Union General Data Protection

Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws,

the Company and each of its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,

handling and analysis of Personal Data (the “Policies”). The Company provides accurate notice of its Policies to its customers,

employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current

privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current

privacy practices. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address,

photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank

information, or customer or account number; (ii) any information which would qualify as “personally identifying information”

under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other

piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis

of any data related to an identified person’s health or sexual orientation. During the Relevant Period, none of such disclosures

made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in

any material respect. The execution, delivery and performance by the Company of this Agreement or any other agreement referred to in this

Agreement will not result in a breach of any Privacy Laws or Policies. During the Relevant Period, neither the Company nor any of its

Subsidiaries, (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation

of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice,

subject to exceptions that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Change; (ii) is

currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Privacy

Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability under any Privacy Law. For the

purposes of this paragraph, the Company and its Subsidiaries shall be deemed to refer to (1) NuScale Power, LLC and its subsidiaries

as they existed prior to the closing of the business combination on May 2, 2022, and (2) the Company and its Subsidiaries solely

from and after the closing of the business combination on May 2, 2022.

(ll)           IT

Systems. During the Relevant Period and subject to exceptions that individually or in the aggregate would not reasonably be expected

to result in a Material Adverse Change, (i)(x) there has been no security breach or attack or other compromise of or relating to

any of the Company’s and its Subsidiaries’ information technology and computer systems, networks, hardware, software, data

(including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by the Company or

its Subsidiaries), equipment or technology (“IT Systems and Data”), and (y) the Company and its Subsidiaries have not

been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any security breach,

attack or compromise to their IT Systems and Data, (ii) the Company and each of its Subsidiaries have complied, and are presently

in compliance with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental

or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation

or modification and (iii) the Company and each of its Subsidiaries have implemented backup and disaster recovery technology consistent

with industry standards and practice.

(mm)       Export

and Import Laws. None of the Company, its Subsidiaries, or, to the Company’s knowledge, any director, officer, agent or employee

of, or other person acting on behalf of the Company or a Subsidiary, during the Relevant Period has been (i) engaging in any export,

reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding in any material respect the

scope of, any required or applicable licenses or authorizations under all applicable Export and Import Laws, or (ii) otherwise in

violation in any material respect of any Export and Import Laws. The term “Export and Import Laws” means laws and regulations

of the United States government relating to export, re-export, transfer and import controls, including the Export Administration Regulations

and the customs and import Laws administered by U.S. Customs and Border Protection’s Arms Export Control Act, the International

Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, the regulations

in 10 C.F.R. Part 810 administered by the Department of Energy, the regulations in 10 C.F.R. Part 110 administered by the United

States Nuclear Regulatory Commission or any successor (the “NRC”) and all other laws and regulations of the United States

government regulating the provision of services to non-U.S. parties or the export and import of articles or information from and to the

United States of America in each case to the extent applicable to the Company or the Subsidiaries.

(nn)        U.S.

Nuclear Regulatory Matters.

(i) Neither the Company nor any Subsidiary has operated or is currently operating any “utilization facility,”

as defined in the Atomic Energy Act of 1954, as amended (the “Atomic Energy Act”), and the regulations of the NRC thereunder,

whether or not owned, in whole or part, by the Company or any Subsidiary. Further, neither the Company nor any Subsidiary possesses a

license from the NRC for the construction or operation, or construction and operation, of any utilization facility.

(ii) Neither the Company nor any Subsidiary currently holds or requires any license for the possession or use

of nuclear materials, whether such materials are classified as “source materials,” “special nuclear materials,”

or “byproduct materials” pursuant to the Atomic Energy Act and the regulations of the NRC thereunder.

(iii) Each of the Company and each Subsidiary is in compliance with all applicable laws relating to the design,

licensing, construction and operation of “utilization facilities,” as defined in the Atomic Energy Act and the regulations

of the NRC thereunder. Neither the Company nor any Subsidiary is subject to any law that could prevent or materially inhibit the ability

of the Company or any Subsidiary to design, license, or construct any such facilities, and the execution, delivery and performance by

the Company and any Subsidiary of this Agreement, and the sale and offer of Placement Shares hereunder, shall not cause the Company or

any Subsidiary to become subject to any such law.

(oo)        Other

At-the-Market Sales Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the

market” offering, except any for which a notice of termination has been delivered.

Any certificate signed by

an officer of the Company and delivered to a Sales Agent or to counsel for the Sales Agents pursuant to or in connection with this Agreement

shall be deemed to be a representation and warranty by the Company to such Sales Agent as to the matters set forth therein.

The Company acknowledges that

the Sales Agents and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel

to the Sales Agents, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

7.            Covenants

of the Company. The Company covenants and agrees with each Sales Agent that:

(a)           Registration

Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares

is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied

pursuant to Rule 172 under the Securities Act), (i) the Company will notify each Sales Agent promptly of the time when any subsequent

amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has

become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment

or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with

the Commission, promptly upon a Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus

that, in such Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement

Shares by such Sales Agent (provided, however, that the failure of a Sales Agent to make such request shall not relieve the Company of

any obligation or liability hereunder, or affect such Sales Agent’s right to rely on the representations and warranties made by

the Company in this Agreement and provided, further, that (other than Sales Agents’ rights under Section 9 hereof) the only

remedy the Sales Agents shall have with respect to the failure by the Company to make such filing shall be to cease making sales under

this Agreement until such amendment or supplement is filed); (iii)(x) the Company will not file any amendment or supplement to the

Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible

into the Placement Shares unless a copy thereof has been submitted to each Sales Agent within a reasonable period of time before the filing

and no Sales Agent has reasonably objected thereto (provided, however, that the failure of a Sales Agent to make such objection shall

not relieve the Company of any obligation or liability hereunder, or affect any Sales Agent’s right to rely on the representations

and warranties made by the Company in this Agreement) and the Company has no obligation to provide any Sales Agent any advance copy of

such filing or to provide any Sales Agent an opportunity to object to such filing if the filing does not name such Sales Agent and does

not relate to the Placement Shares or the transactions contemplated by this Agreement, and (y) other than any Sales Agent’s

rights under Section 9 hereof, the only remedy such Sales Agent shall have with respect to the failure by the Company to provide

such Sales Agent with such copy of the filing of such amendment or supplement despite such Sales Agent’s objection shall be to cease

making sales under this Agreement) and the Company will furnish to each Sales Agent at the time of filing thereof a copy of any document

that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available

via EDGAR; (iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference,

to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act; and (v) prior

to the termination of this Agreement, the Company will notify such Sales Agent if at any time the Registration Statement shall no longer

be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. Prior to the initial

sale of any Placement Shares, the Company shall file a final Prospectus Supplement pursuant to Rule 424(b) relating to the Placement

Shares.

(b)           Notice

of Commission Stop Orders. The Company will advise each Sales Agent, promptly after it receives notice or obtains knowledge thereof,

of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,

of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening

of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop

order or to obtain its withdrawal if such a stop order should be issued.

of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be delivered

by the Sales Agents under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where

such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will comply with all requirements imposed

upon it by the Securities Act, as from time to time in force, and file on or before their respective due dates all reports and any definitive

proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or

any other provision of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended

or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements

therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement

the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify each Sales Agent to suspend

the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus

(at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however, that the Company

may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interest of the Company to

do so. Until such time as the Company shall have corrected such statement or omission or effected such compliance, the Company shall not

request that the Sales Agents resume the offering of the Placement Shares.

(d)           Listing

of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered by the

Sales Agents under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause

the Placement Shares to be listed on the NYSE and to qualify the Placement Shares for sale under the securities laws of such jurisdictions

as the Sales Agents reasonably designate and to continue such qualifications in effect so long as required for the distribution of the

Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation

or dealer in securities or file a general consent to service of process in any jurisdiction.

(e)            Delivery

of Registration Statement and Prospectus. The Company will furnish to each Sales Agent and the Sales Agents’ counsel (at the

expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein)

and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in

which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed

with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable

and in such quantities as a Sales Agent may from time to time reasonably request and, at such Sales Agent’s request, will also furnish

copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company

shall not be required to furnish any document (other than the Prospectus) to any Sales Agent to the extent such document is available

on EDGAR.

(f)            Earnings

Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than

15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies

the provisions of Section 11(a) and Rule 158 of the Securities Act. For the avoidance of doubt, the Company’s compliance

with the reporting requirements of the Exchange Act shall be deemed to satisfy the requirements of this Section 7(f).

(g)           Expenses.

The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with

the provisions of Section 11 hereunder, will pay the following expenses incident to the performance of its obligations hereunder,

including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement and each

amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance

and delivery of the Placement Shares, (iii) the qualification of the Placement Shares under securities laws in accordance with the

provisions of Section 7(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel

for the Sales Agents in connection therewith shall be paid by the Sales Agents except as set forth in (viii) below), (iv) the

printing and delivery to the Sales Agents of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement,

(v) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on the NYSE,

(vi) the filing fees and expenses, if any, of the Commission, (vii) the filing fees for filings with the FINRA Corporate Financing

Department and (viii) 50.0% of the reasonable fees and disbursements of Sales Agents’ counsel incurred up to and as of the

date of this Agreement plus an additional $25,000 per fiscal quarter of reasonable fees and disbursements of Sales Agents’ counsel

in connection with subsequent Representation Dates hereunder (provided that no additional fees will be payable pursuant to this clause

(viii) for any fiscal quarter following the termination of this Agreement in accordance with Section 11 hereof, except that

any fees pursuant to this clause (viii) accrued but unpaid prior to such termination shall remain payable).

(h)          Use

of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

(i)            Notice

of Other Sales. During the pendency of any Placement Notice given hereunder, and for 5 Trading Days following the termination of any

Placement Notice given hereunder, the Company shall provide each Sales Agent notice as promptly as reasonably possible before it offers

to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement

Shares offered pursuant to the provisions of this Agreement), Class B common stock, or securities convertible into or exchangeable

for Common Stock or Class B common stock, warrants or any rights to purchase or acquire Common Stock or Class B common stock;

provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, Class B

common stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards

pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities

in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any

dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to the Sales

Agents in advance or (iv) any shares of common stock issuable upon the exchange, conversion or redemption of securities or the exercise

of warrants, options or other rights in effect or outstanding.

(j)            Change

of Circumstances; WKSI Status. The Company will, at any time during the pendency of a Placement Notice, advise each Sales Agent promptly

after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material

respect any opinion, certificate, letter or other document provided to the Sales Agents pursuant to this Agreement. The Company agrees

to notify each Sales Agent promptly upon the Company ceasing to be a “well-known seasoned issuer.”

(k)           Due

Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Sales Agents or their

respective agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making

available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the

Sales Agents may reasonably request.

(l)            Required

Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require, the

Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the

Securities Act, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such

sales were effected as may be required by the rules or regulations of such exchange or market. The Company shall disclose in its

quarterly reports on Form 10-Q and in its annual report on Form 10-K the number of Placement Shares sold through the Sales Agents

under this Agreement and the Net Proceeds to the Company from the sale of the Placement Shares during the relevant quarter or, in the

case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal

year.

(m)           Bring-Down

Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the

Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a

prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker,

or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating

to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company

files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing

amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents

referred to in clauses (i) through (iv) shall be a “Bring-Down Date”), the Company shall furnish the Sales Agents

with a certificate, in the form attached hereto as Exhibit 7(m), within one (1) Trading Day of any Bring-Down Date if requested

by the Sales Agents. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any

Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of

the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and

the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files

its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following

a Bring-Down Date when the Company relied on such waiver and did not provide the Sales Agents with a certificate under this Section 7(m),

then before the Company delivers the Placement Notice or any Sales Agent sells any Placement Shares, the Company shall provide the Sales

Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

(n)           Legal

Opinion. On or prior to the First Delivery Date and within one (1) Trading Day of each Bring-Down Date with respect to which

the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver pursuant to

Section 7(m) is applicable, the Company shall cause to be furnished to the Sales Agents a written opinion of O’Melveny &

Myers LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agents, in form and substance satisfactory

to the Sales Agents and counsel to the Sales Agents, dated the date that the opinion is required to be delivered, modified as necessary,

to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions

for subsequent Bring-Down Dates, counsel may furnish the Sales Agents with a letter (a “Reliance Letter”) to the effect that

the Sales Agents may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date

of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus

as amended or supplemented at such Bring-Down Date).

(o)           Comfort

Letter. On or prior to the First Delivery Date and within one (1) Trading Day of each Bring-Down Date with respect to which the

Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(m) for which no waiver pursuant to Section 7(m) is

applicable, the Company shall cause its independent accountants to furnish to the Sales Agents letters (the “Comfort Letters”),

dated the date the Comfort Letter is delivered, in form and substance satisfactory to the Sales Agents, (i) confirming that they

are an independent registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight

Board, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other

matters ordinarily covered by accountants’ “comfort letters” to the Sales Agents in connection with registered public

offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any

information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate

to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

(p)           [Reserved].

(q)           Market

Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes

or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Placement Shares or (ii) sell, bid for, or purchase the common stock to be issued and sold pursuant to

this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares other than a Sales Agent; provided, however,

that the Company may bid for and purchase shares of its common stock in accordance with Rule 10b-18 under the Exchange Act.

(r)            Insurance.

The Company and its Subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as are reasonable

and customary for the business in which it is engaged.

(s)            Compliance

with Laws. The Company and each of its Subsidiaries shall maintain, or cause to be maintained, all material environmental permits,

licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus,

and the Company and each of its Subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial

compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain

or be in compliance with such permits, licenses and authorizations could not reasonably be expected to result in a Material Adverse Change.

(t)            Investment

Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its Subsidiaries

will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined

in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered

an investment company.

(u)           Securities

Act and Exchange Act. The Company will use commercially reasonable best efforts to comply with all requirements imposed upon it by

the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings

in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

(v)           No

Offer to Sell. Neither the Sales Agents nor the Company (including its agents and representatives, other than the Sales Agents in

their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405

under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to

buy Common Stock hereunder.

(w)          Sarbanes-Oxley

Act. The Company and its Subsidiaries will use commercially reasonable best efforts to comply with all effective applicable provisions

of the Sarbanes-Oxley Act.

(x)           Affirmation.

Each Placement Notice delivered by the Company to a Sales Agent shall be deemed to be (i) an affirmation that the representations,

warranties and agreements of the Company herein contained and contained in any certificate delivered to the Sales Agents pursuant to this

Agreement are true and correct at the time of delivery of such Placement Notice, except for those representations and warranties that

speak solely as of a specific date and which were true and correct as of such date, and (ii) an undertaking that such representations,

warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each

such time, except for those representations and warranties that speak solely as of a specific date and which were true and correct as

of such date (it being understood that such representations, warranties and agreements shall relate to the Registration Statement and

the Prospectus as amended and supplemented to the time of such Placement Notice acceptance).

(y)           Renewal.

If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement,

the aggregate gross sales price of Placement Shares sold by the Company is less than the Maximum Amount and this Agreement has not expired

or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new

shelf registration statement relating to the Placement Shares, in a form satisfactory to the Sales Agents, and, if not automatically effective,

will use its commercially reasonable efforts to cause such registration statement to be declared effective within 60 days after the Renewal

Deadline. The Company will take all other action necessary or appropriate to permit the issuance and sale of the Placement Shares to continue

as contemplated in the expired registration statement relating to the Placement Shares. References herein to the Registration Statement

shall include such new shelf registration statement.

8.            Conditions

to the Sales Agents’ Obligations. The obligations of any Sales Agent hereunder with respect to a Placement Notice will be subject

to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by

the Company of its obligations hereunder, to the completion by the Sales Agents of a due diligence review satisfactory to such Sales Agent

in its reasonable judgment, and to the continuing satisfaction (or waiver by the Sales Agents in their sole discretion) of the following

additional conditions:

(a)           Registration

Statement Effective. The Registration Statement shall be effective and shall be available for (i) all sales of Placement Shares

issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued pursuant to any

Placement Notice.

(b)          No

Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of its

Subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority during

the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements

to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority

of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt

by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement

Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of

any event that makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration

Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially

untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein not misleading and that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact

or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

Misstatement or Material Omission. No Sales Agent shall have advised the Company that the Registration Statement or Prospectus, or

any amendment or supplement thereto, contains an untrue statement of fact that in such Sales Agent’s reasonable opinion is material,

or omits to state a fact that in such Sales Agent’s opinion is material and is required to be stated therein or is necessary to

make the statements therein not misleading.

(d)           Material

Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall

not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse

Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal

of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public

announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other

than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable

judgment of the Sales Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to

make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated

in the Prospectus.

(e)           Company

Counsel Legal Opinion. The Sales Agents shall have received the negative assurances letter and the opinions of Company Counsel required

to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to

Section 7(n).

(f)            Sales

Agents’ Counsel Legal Opinion. The Sales Agents shall have received from Latham & Watkins LLP, counsel for the Sales

Agents, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant

to Section 7(n), with respect to such matters as the Sales Agents may reasonably require, and the Company shall have furnished to

such counsel such documents as they request to enable them to pass upon such matters.

(g)           Comfort

Letter. The Sales Agents shall have received the Comfort Letter required to be delivered pursuant to Section 7(o) on or

before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(o).

(h)           Representation

Certificate. The Sales Agents shall have received the certificate required to be delivered pursuant to Section 7(m) on or

before the date on which delivery of such certificate is required pursuant to Section 7(m).

(i)            Secretary’s

Certificate. On or prior to the First Delivery Date, the Sales Agents shall have received a certificate, signed on behalf of the Company

by its corporate secretary, in form and substance satisfactory to the Sales Agents and counsel to the Sales Agents.

(j)            [Reserved].

(k)           No

Suspension. Trading in the Common Stock shall not have been suspended on the NYSE.

(l)            Other

Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company shall

have furnished to the Sales Agents such appropriate further information, certificates and documents as the Sales Agents may have reasonably

requested. All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The

Company will furnish the Sales Agents with such conformed copies of such opinions, certificates, letters and other documents as the Sales

Agents shall have reasonably requested.

(m)          Securities

Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the

issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

(n)           Approval

for Listing. The Placement Shares shall either have been (i) approved for listing on the NYSE, subject only to notice of issuance,

or (ii) the Company shall have filed an application for listing of the Placement Shares on the NYSE at, or prior to, the issuance

of any Placement Notice.

(o)           No

Termination Event. There shall not have occurred any event that would permit the Sales Agents to terminate this Agreement pursuant

to Section 11(a).

9.             Indemnification

and Contribution.

(a)           Company

Indemnification. The Company agrees to indemnify and hold harmless each Sales Agent, its affiliates and each of their respective directors,

officers, partners, employees and agents, and each person, if any, who (i) controls a Sales Agent within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with a Sales Agent

from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable

investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c))

of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party

and any third party, or otherwise, or any claim asserted), as and when incurred, to which a Sales Agent, or any such person, may become

subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise,

insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue

statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or

supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed

by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order

to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission

to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading or

(z) any breach by the Company of any of its representations, warranties and agreements contained in this Agreement; provided, however,

that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of

the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance

upon and in conformity with solely Agent’s Information. “Agent’s Information” means, solely, the following information

in the Prospectus: the last sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus.

This indemnity agreement will be in addition to any liability that the Company might otherwise have.

(b)           Sales

Agents’ Indemnification. Each Sales Agent agrees, severally and not jointly, to indemnify and hold harmless the Company and

its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the

Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled

by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity

contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or

omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in

reliance upon and in conformity with the Agent’s Information.

Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement

of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9,

notify each such indemnifying party in writing of the commencement of such action, enclosing a copy of all papers served, but the omission

so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified

party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing

provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or

defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party

of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written

notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly

with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the

indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying

party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable

costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have

the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense

of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying

party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available

to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict

or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying

party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified

party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time

after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges

of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall

not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements

and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party

or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred.

An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent.

No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry

of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether

or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each

indemnified party from all liability arising or that may arise out of such claim, action or proceeding.

(d)           Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or a Sales

Agent, the Company and the applicable Sales Agent will contribute to the total losses, claims, liabilities, expenses and damages (including

any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,

suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the applicable

Sales Agent, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the

Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and the applicable

Sales Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the

one hand and the applicable Sales Agent on the other. The relative benefits received by the Company on the one hand and the applicable

Sales Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares

(before deducting expenses) received by the Company bear to the total compensation received by the applicable Sales Agent from the sale

of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable

law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred

to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the applicable Sales Agent, on the other,

with respect to the statements or omissions that resulted in such loss, claim, liability, expense or damage, or action in respect thereof,

as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material

fact relates to information supplied by the Company or the applicable Sales Agent, the intent of the parties and their relative knowledge,

access to information and opportunity to correct or prevent such statement or omission. The Company and each Sales Agent agree that it

would not be just and equitable if contributions pursuant to this Section 9(d) were to be determined by pro rata allocation

or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid

or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred

to above in this Section 9(d) shall be deemed to include, for the purpose of this Section 9(d), any legal or other expenses

reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent

with Section 9(c) hereof. Notwithstanding the foregoing provisions of this Section 9(d), no Sales Agent shall be required

to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party to this Agreement within

the meaning of the Securities Act, and any officers, directors, partners, employees or agents of any Sales Agent, will have the same rights

to contribution as that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution

as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of

commencement of any action against such party in respect of which a claim for contribution may be made under this Section 9(d), will

notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties

from whom contribution may be sought from any other obligation it or they may have under this Section 9(d) except to the extent

that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution

is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c) hereof, no party will be liable

for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 9(c) hereof.

10.           Representations

and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 of this Agreement and all

representations and warranties of the Company herein or in certificates delivered pursuant to this Agreement shall survive, as of their

respective dates, regardless of (i) any investigation made by or on behalf of the Sales Agents, any controlling persons, or the Company

(or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and

payment therefor or (iii) any termination of this Agreement.

11.           Termination.

(a)           Each

Sales Agent shall have the right by giving written notice as hereinafter specified at any time to terminate this Agreement with respect

to itself if (i) any Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse

Change, has occurred that, in the reasonable judgment of the applicable Sales Agent, may materially impair the ability of the applicable

Sales Agent to sell the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement

on its part to be performed hereunder, (iii) any other condition of the applicable Sales Agent’s obligations hereunder is not

fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on the NYSE shall have

occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g) (Expenses),

Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section 16

(Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding

such termination. If a Sales Agent elects to terminate this Agreement as provided in this Section 11(a), such Sales Agent shall provide

the required notice as specified in Section 12 (Notices).

(b)           The

Company shall have the right, by giving ten (10) days’ notice as hereinafter specified, to terminate this Agreement in its

sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other

party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall

remain in full force and effect notwithstanding such termination.

Sales Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified, to terminate this Agreement with

respect to itself in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability

of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and

Section 17 hereof shall remain in full force and effect notwithstanding such termination.

(d)           Unless

earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the issuance and sale of all of

the Placement Shares through the Sales Agents on the terms and subject to the conditions set forth herein; provided that the provisions

of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall remain in full force and effect

notwithstanding such termination.

(e)           This

Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c), or (d) above or otherwise

by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide

that Section 7(g), Section 9, Section 10, Section 16 and Section 17 shall remain in full force and effect.

(f)           Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination

shall not be effective until the close of business on the date of receipt of such notice by the Sales Agents or the Company, as the case

may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle

in accordance with the provisions of this Agreement.

12.           Notices.

All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement

shall be in writing, unless otherwise specified in this Agreement, and if sent to the Sales Agents, shall be delivered to UBS Securities

LLC, 11 Madison Avenue, New York, New York 10010, Attention: Equity Syndicate; B. Riley Securities, Inc., 299 Park Avenue, 21st Floor,

New York, NY 10171, Attention: Frank Pigott, General Counsel, telephone: (703) 312-1720, email: atmdesk@brileysecurities.com; Canaccord

Genuity LLC, One Post Office Square, 30th Floor, Boston, MA 02109, Attention: ECM, email: CGUSEcm@cgf.com; Craig-Hallum Capital Group,

LLC, 323 N Washington Ave., Suite 300, Minneapolis, MN 55401, email: jack.obrien@craig-hallum.com; matthew.hansberry@craig-hallum.com;

tradingops@craig-hallum.com; TCBI Securities, Inc., doing business as Texas Capital Securities, 2000 McKinney Avenue, Suite 700,

Dallas, Texas 75201, Attention: Head of Capital Markets (Email: ecm@texascapital.com); and Tuohy Brothers Investment Research, Inc.,

641 Lexington Avenue, 15th Floor, New York, NY 10022, Attention: Judson Tuohy, telephone: (212) 605-0450, email: jtuohy@tuohybrothers.com,

Alex Tuohy, telephone: (212) 605-0450, email: atuohy@tuohybrothers.com; with a copy to Latham & Watkins LLP, 1271 Avenue of the

Americas, New York, NY 10020, Attention: Brittany D. Ruiz and Jennifer Yoon, email: brittany.ruiz@lw.com and Jennifer.Yoon@lw.com; or

if sent to the Company, shall be delivered to NuScale Power Corporation, 1100 NE Circle Blvd., Suite 350, Corvallis, Oregon 97330,

Attention: Robert Ramsey Hamady and William J. Cooper, email: rhamady@nuscalepower.com and bcooper@nuscalepower.com, with a copy to O’Melveny &

Myers LLP, 1301 Avenue of the Americas, Suite 1700, New York, New York, 10019, Attention: C. Brophy Christensen and David Ni, email:

bchristensen@omm.com and dni@omm.com. Each party to this Agreement may change such address for notices by sending to the parties to this

Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when

delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time,

on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business Day, (ii) on the next

Business Day after timely delivery to a nationally-recognized overnight courier, (iii) on the Business Day actually received if deposited

in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), and (iv) if sent by e-mail, on the Business

Day on which receipt is confirmed by the individual to whom the notice is sent, other than via auto-reply. For purposes of this Agreement,

“Business Day” shall mean any day on which the NYSE and commercial banks in the City of New York are open for business.

13.           Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agents and their respective

successors and the affiliates, controlling persons, officers and directors referred to in Section 9 hereof. References to any of

the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this

Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted

assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided,

however, that a Sales Agent may assign its rights and obligations hereunder to an affiliate of such Sales Agent without obtaining the

Company’s consent.

14.           Adjustments

for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to

take into account any share split, share dividend or similar event effected with respect to the Common Stock.

15.           Entire

Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued

pursuant to this Agreement) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,

both written and oral, among the parties hereto with regard to the subject matter hereof, including the Sales Agreement, dated as of February 26,

2026, between certain of the parties hereto, pursuant to which all of the shares available for sale thereunder were sold and which terminated

in accordance with its terms. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed

by the Company and the Sales Agents. In the event that any one or more of the provisions contained herein, or the application thereof

in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall

be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms

and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but

only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with

the intent of the parties as reflected in this Agreement.

16.           Applicable

Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State

of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction

of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or

in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or

proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is

brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified

or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed

to limit in any way any right to serve process in any manner permitted by law.

17.           Waiver

of Jury Trial. The Company and each Sales Agent hereby irrevocably waive any right it may have to a trial by jury in respect of any

claim based upon or arising out of this Agreement or any transaction contemplated hereby.

18.           Absence

of Fiduciary Relationship. The Company acknowledges and agrees that:

(a)           Each

Sales Agent has been retained solely to act as an arm’s length contractual counterparty to the Company in connection with the sale

of the Placement Shares contemplated hereby and that no fiduciary, advisory or agency relationship between the Company and a Sales Agent

has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether a Sales Agent has advised

or is advising the Company on other matters;

(b)          the

Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated

by this Agreement;

Company has been advised that each Sales Agent and its respective affiliates are engaged in a broad range of transactions which may involve

interests that differ from those of the Company and that no Sales Agent has any obligation to disclose such interests and transactions

to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d)          the

Company waives, to the fullest extent permitted by law, any claims it may have against a Sales Agent for breach of fiduciary duty or alleged

breach of fiduciary duty and agrees that no Sales Agent shall have any liability (whether direct or indirect) to the Company in respect

of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders,

partners, employees or creditors of the Company.

19.           Counterparts;

Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but

all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be

made by facsimile or other electronic transmission (including PDF or any electronic signature complying with the U.S. federal ESIGN Act

of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to

have been duly and validly delivered and be valid and effective for all purposes.

20.           Recognition

of the U.S. Special Resolution Regimes.

(a)           In

the event that a Sales Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Sales Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)          In

the event that a Sales Agent is a Covered Entity and such Sales Agent or a BHC Act Affiliate of such Sales Agent becomes subject to a

proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent

are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime

if this Agreement were governed by the laws of the United States or a state of the United States.

purposes of this Section 20: (a) “BHC Act Affiliate” has the meaning assigned to the term “affiliate”

in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (b) “Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (c) “Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable; and (d) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the

regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations

promulgated thereunder.

[Remainder of Page Intentionally Blank]

If the foregoing correctly

sets forth the understanding between the Company and the Sales Agents, please so indicate in the space provided below for that purpose,

whereupon this letter shall constitute a binding agreement between the Company and the Sales Agents.

Very truly yours,

UBS SECURITIES LLC

By:

/s/ Hilbert Chen

Name: Hilbert Chen

Title: Director

By:

/s/ Amine Bellahsni

Name: Amine Bellahsni

Title: Associate Director

B. RILEY SECURITIES, INC.

By:

/s/ Matt Feinberg

Name: Matt Feinberg

Title: Co-head of Investment Banking

CANACCORD GENUITY LLC

By:

/s/ Marc Marano

Name: Marc Marano

Title: Managing Director

Craig-Hallum Capital Group, LLC

By:

/s/ Rick Hartfiel

Name: Rick Hartfiel

Title: Partner

TCBI Securities, Inc.

By:

/s/ Jason Demark

Name: Jason Demark

Title: Managing Director

Tuohy Brothers Investment Research, Inc.

By:

/s/ Judson Tuohy

Name: Judson Tuohy

Title: CEO

[Signature Page to

Sales Agreement]

ACCEPTED as of the date

first-above written:

NUSCALE POWER CORPORATION

By:

/s/ John L. Hopkins

Name: John L. Hopkins

Title: President and Chief Executive Officer

[Signature Page to Sales Agreement]

SCHEDULE 1

FORM OF PLACEMENT NOTICE

From: [                     ]

Cc: [                     ]

To: [                     ]

Subject: [NAME OF SALES AGENT] At the Market Offering—Placement Notice

Ladies and Gentlemen:

Pursuant to the terms and subject to the conditions

contained in the Sales Agreement between NuScale Power Corporation (the “Company”) and UBS Securities LLC, B. Riley Securities, Inc.,

Canaccord Genuity LLC, Craig-Hallum Capital Group, LLC, TCBI Securities, Inc., doing business as Texas Capital Securities, and Tuohy

Brothers Investment Research, Inc. (each, a “Sales Agent”), dated as of August 11, 2026 (the “Agreement”), I

hereby request on behalf of the Company that you sell up to [●] shares of the Company’s Class A common stock, par value

$0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until

[DATE] [all shares are sold/the aggregate sales price of the shares reaches $[●]].

SCHEDULE 2

Notice Parties

Company

John Hopkins Chief Executive Officer

Robert Ramsey Hamady Chief Financial Officer

William J. Cooper Chief Legal Officer and Corporate Secretary

UBS Securities LLC

Jesse O’Neill – jesse.o-neill@ubs.com

Charles Heaney – charles.heaney@ubs.com

OL-SEG – ol-seg@ubs.com

B. Riley Securities, Inc.

ATM Operations – atmops@brileysecurties.com

ATM Trading Desk – atmdesk@brileysecurities.com

Patrice McNicoll – pmcnicoll@brileysecurities.com

Matt Feinberg – mfeinberg@brileysecurities.com

Canaccord Genuity LLC

smratm@cgf.com

Craig-Hallum Capital Group, LLC

Rick Hartfiel – rick.hartfiel@craig-hallum.com

Jack O’Brien – jack.obrien@craig-hallum.com

Matthew Hansberry – matthew.hansberry@craig-hallum.com

TCBI Securities, Inc., doing business as Texas Capital Securities

ecm@texascapital.com

Tuohy Brothers Investment Research, Inc.

Judson Tuohy – jtuohy@tuohybrothers.com

Alex Tuohy – atuohy@tuohybrothers.com

SCHEDULE 3

Compensation

The Sales Agents shall be paid compensation equal to up to 2.0% of

the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement or as otherwise agreed to in writing by

the Company and the Sales Agents.

Exhibit 7(m)

OFFICER’S CERTIFICATE

The undersigned, the duly qualified and elected

_______________________, of NuScale Power Corporation, a Delaware corporation (the “Company”), does hereby certify in such

capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement, dated as of August 11, 2026 (the

“Sales Agreement”), between the Company, UBS Securities LLC, B. Riley Securities, Inc., Canaccord Genuity LLC, Craig-Hallum

Capital Group, LLC, TCBI Securities, Inc., doing business as Texas Capital Securities, and Tuohy Brothers Investment Research, Inc.,

that to the knowledge of the undersigned:

(i)            The

representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and

warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true

and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for

those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to

the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material

respects as of the date hereof as if made on and as of the date hereof, with the same force and effect as if expressly made on and as

of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct

as of such date; and

(ii)           The

Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement

at or prior to the date hereof.

O’Melveny &

Myers LLP and Latham & Watkins LLP shall be entitled to rely upon this certificate for purposes of delivering their respective

opinions and negative assurances letters pursuant to the Sales Agreement.

Capitalized terms used but

not defined herein shall have the meanings set forth in the Sales Agreement.

By:

Name:

Title:

Date:

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2622138d2_ex5-1.htm · Sequence: 3

Exhibit 5.1

O’Melveny & Myers LLP

T: +1 212 326 2000

1301 Avenue of the Americas

F: +1 212 326 2061

Suite 1700

omm.com

New York, NY 10019-6022

August 11, 2026

NuScale Power Corporation

1100 NE Circle Blvd., Suite 350

Corvallis, OR 97330

Re:

Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to NuScale Power Corporation, a Delaware

corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-3 (File No. 333-289467)

(the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to

the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by the Company

of an unspecified amount of any combination of securities of the types specified therein. The Registration Statement became automatically

effective upon filing with the Commission on August 11, 2025 pursuant to Rule 462(e) under the Securities Act of 1933.

Reference is made to our opinion letter dated August 11, 2025 and included as Exhibit 5.1 to the Registration Statement. We

are delivering this supplemental opinion letter in connection with the sale agreement prospectus supplement (the “Prospectus Supplement”)

filed on August 11, 2026 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement

relates to the offering by the Company of up to $750,000,000 in shares (the “Shares”) of the Company’s Class A

common stock, par value $0.0001 per share (“Common Stock”) covered by the Registration Statement. The Shares are being offered

and sold by the sales agents named in, and pursuant to, that certain Sales Agreement, dated as of August 11, 2026 (the “Sales

Agreement”), between the Company and such sales agents.

In our capacity as such counsel, we have examined originals or copies,

certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered necessary or

appropriate for the purposes of rendering this opinion. We have relied, without independent verification, on certificates of public officials

and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that the

Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s board of directors

prior to the date hereof (the “Minimum Price”) and that no event occurs that causes the number of authorized shares of Common

Stock available for issuance by the Company to be less than the number of then unissued Shares that may be issued for the Minimum Price.

For purposes of the opinion set forth below, we refer to the following

as “Future Approval and Issuance”: (a) the approval by the Company’s board of directors (or a duly authorized committee

of the board of directors) of the issuance of the Shares (the “Approval”) and (b) the issuance of the Shares in accordance

with the Approval and the receipt by the Company of the consideration (which shall not be less than the par value of such Shares) to be

paid in accordance with the Approval.

Austin •

Century City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon

Valley • Washington, DC

Beijing

• Brussels • Hong Kong • London • Seoul • Shanghai • Singapore

In our examination, we have assumed the genuineness of all signatures,

the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us

as certified, conformed or photostatic copies and the authenticity of the originals of such documents. On the basis of such examination

and subject to the limitations and assumptions in this opinion, we are of the opinion that the Shares have been duly authorized by all

necessary corporate action on the part of the Company and, upon (i) payment for and delivery of the Shares for the Minimum Price

as contemplated by the Registration Statement and Prospectus, or (ii) upon Future Approval and Issuance, as applicable and in each

case upon the book-entry of the Shares by the transfer agent for the Company’s Common Stock in the name of The Depository Trust

Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.

The law covered by this opinion is limited to the present General Corporation

Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative

decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the

Company’s Current Report on Form 8-K dated August 11, 2026 and to the reference to this firm under the heading “Legal

Matters” in the Prospectus. In signing this consent, we do not admit that we are in the category of persons whose consent is required

under Section 7 of the Securities Act.

Respectfully submitted,

/s/ O’Melveny & Myers LLP

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