EX-1.1
from 8-K
39 pages
125640776.3 0034163-00079 NuScale Power Corporation $200,000,000 Common Stock Sales Agreement November 8, 2024 Td Securities (USA) LLC 1 Vanderbilt Avenue New York, Ny 10017 Ubs Securities LLC 1285 Avenue of the Americas New York, Ny 10019 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 Ladies and Gentlemen: NuScale Power Corporation, a Delaware Corporation (The “Company”), Confirms Its Agreement (This “Agreement”) With Td Securities (USA) LLC, Ubs Securities LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC (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 $200,000,000 (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 Shares 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 and Has Been Declared Effective by 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
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