UNDERWRITING AGREEMENT between HARMONY MERGER CORP. and CANTOR FITZGERALD & CO. Dated: March 23, 2015Underwriting Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
The undersigned, Harmony Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“CF&CO”) and with the other underwriters named on Schedule I hereto, for which CF&CO is acting as representative (CF&CO, in its capacity as representative, is referred to herein as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of March, 2015, by and among Harmony Merger Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
Agreement made as of March 23, 2015 between Harmony Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, NY 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 18th, 2017 • Harmony Merger Corp. • Blank checks • Delaware
Harmony Merger Corp. New York, New York 10017Harmony Merger Corp. • March 13th, 2015 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Harmony Merger Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 16 hereof.
NEXTDECADE CORPORATION WARRANT TO PURCHASE SHARESNextDecade Corp. • March 18th, 2021 • Natural gas transmisison & distribution • Delaware
This Warrant is issued to [________________] (“Investor”) by NextDecade Corporation, a Delaware corporation (the “Company”), in connection with a private offering of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) pursuant to which certain accredited investors are purchasing shares of Series C Preferred Stock, which include this Warrant.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2014 • Harmony Merger Corp. • Blank checks • New York
This Agreement is made as of ________, 2014 by and between Harmony Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • April 12th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of April 11, 2018, is by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the “Backstopper”). Each of NextDecade and the Backstopper are referred to herein as a “Party” and collectively as the “Parties.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
This Agreement is made as of March 23, 2015 by and between Harmony Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 3rd, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 3, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and each purchaser identified on the Schedule of Purchasers attached hereto as Schedule I (each, a “Purchaser” and collectively, the “Purchasers”). NextDecade and each of the Purchasers are referred to herein individually as a “Party” and collectively as the “Parties.”
Harmony Merger Corp.Harmony Merger Corp. • March 20th, 2015 • Blank checks
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • May 20th, 2019 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2019, is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and each of the parties set forth on the signature pages hereto under the heading “Purchasers” (the “Purchasers”). NextDecade and the Purchasers are referred to herein individually as a “Party” and collectively as the “Parties.”
Harmony Merger Corp.Letter Agreement • December 31st, 2014 • Harmony Merger Corp. • Blank checks
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
AMENDMENT NO. 1 TOBackstop Commitment Agreement • August 7th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution
This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT (this “Amendment”) is made effective as of August 3, 2018 (the “Effective Date”), by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the “Backstopper”). Each of NextDecade and the Backstopper are referred to herein as a “Party” and collectively as the “Parties.” Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (defined below).
Purchaser rights agreementPurchaser Rights Agreement • March 25th, 2021 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2019, is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Ninteenth Investment Company LLC, a limited liability company organized under the laws of the United Arab Emirates (the “Purchaser”). Each of NextDecade and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase • August 7th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 3, 2018, is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”) and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (the “Purchaser”). Each of NextDecade and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.” Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Backstop Agreement (defined below).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 24th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated August 23, 2018, is entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and each individual and entity listed on the signature pages hereto as a “Stockholder” (each, a “Stockholder”, and collectively, the “Stockholders”). The Company and the Stockholders are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.
October 28, 2019NextDecade Corp. • March 25th, 2021 • Natural gas transmisison & distribution • Delaware
NEXTDECADE CORPORATION Time-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 10th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • Texas
This Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NextDecade Corporation, a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
Harmony Merger Corp.Harmony Merger Corp. • March 13th, 2015 • Blank checks
FIXED PRICE TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAINS 1 AND 2 of the RIO GRANDE NATURAL GAS LIQUEFACTION FACILITY by and between RIO GRANDE LNG, LLC as Owner and BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor...Epc Agreement • August 6th, 2019 • NextDecade Corp. • Natural gas transmisison & distribution • Texas
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated the 24th Day of May, 2019 (the “Effective Date”), is entered into by and between Rio Grande LNG, LLC a limited liability company organized under the laws of Texas (“Owner”), and Bechtel Oil, Gas and Chemicals, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as “Contractor”), each sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
NEXTDECADE CORPORATION Performance-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 10th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • Texas
This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NextDecade Corporation, a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
CONFIDENTIALLetter Agreement • March 13th, 2015 • Harmony Merger Corp. • Blank checks
This letter agreement (the “Agreement”) will confirm our understanding of the terms and conditions under which Canaccord Genuity Inc. (“Canaccord Genuity”) will provide Harmony Merger Corp. (together with its subsidiaries and affiliates, the “Company”) with certain financial advisory services in connection with a preliminary review of potential merger and acquisition opportunities, or other services as reasonably requested by the Company and mutually agreeable by Canaccord Genuity. In consideration of such services for a period of up to 18 months starting the date of its initial public offering (the “IPO”), the Company desires to pay Canaccord Genuity a fee for such services of $135,000, which amount shall be payable in cash on the closing date of its IPO.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). NextDecade and the Purchaser are referred to herein individually as a “Party” and collectively as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • January 9th, 2017 • Harmony Merger Corp. • Blank checks • New York
Reference is made to that certain Agreement and Plan of Reorganization (the “Amalgamation Agreement”), dated as of January 7, 2017, by and among Harmony Merger Corp. (“Harmony”), Harmony Merger Sub (Canada) Inc. (“Merger Sub”), Customer Acquisition Network (Canada) Inc. (“Company”) and the shareholders of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Amalgamation Agreement.
PURCHASER RIGHTS AGREEMENTPurchaser Rights Agreement • August 14th, 2023 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is entered into by and between NEXTDECADE CORPORATION, a Delaware corporation (the “Company”), and GLOBAL LNG NORTH AMERICA CORP., a Delaware corporation (the “Purchaser”). Each of the Company and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TOBackstop Commitment Agreement • August 7th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution
This AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENT (this “Amendment”) is made effective as of August 3, 2018 (the “Effective Date”), by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its Affiliates (the “Backstopper”). Each of NextDecade and the Backstopper are referred to herein as a “Party” and collectively as the “Parties.” Certain defined terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (defined below).
Harmony Merger Corp.Letter Agreement • January 21st, 2015 • Harmony Merger Corp. • Blank checks
AMENDMENT NO. 1Registration Rights Agreement • March 6th, 2019 • NextDecade Corp. • Natural gas transmisison & distribution
WHEREAS, the Company and the Holders entered into that certain Registration Rights Agreement, dated as of August 9, 2018 (the “Original Agreement”); and
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries C Convertible Preferred Stock Purchase Agreement • March 29th, 2021 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 26, 2021 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and OGCI Climate Investments Holdings LLP (the “Purchaser”). NextDecade and the Purchaser are referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 25th, 2015 • Harmony Merger Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 23, 2015 (“Agreement”), by and among HARMONY MERGER CORP., a Delaware corporation (“Company”), ERIC S. ROSENFELD, DAVID D. SGRO, GREG MONAHAN, THOMAS KOBYLARZ, JOHN SCHAUERMAN, ADAM SEMLER, LEONARD B. SCHLEMM, JOEL GREENBLATT, JEFF HASTINGS, COVALENT CAPITAL PARTNERS MASTER FUND, L.P., NPIC LIMITED, THE K2 PRINCIPAL FUND L.P., HALCYON MASTER FUND L.P., ROSENFELD CHILDREN’S SUCCESSOR TRUST and DKU 2013 LLC (“Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 11th, 2022 • NextDecade Corp. • Natural gas transmisison & distribution • Texas
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and executed as of the 20th day of April, 2022 (the “Amendment Effective Date”), by and between BROWNSVILLE NAVIGATION DISTRICT OF CAMERON COUNTY, TEXAS, a navigation district organized, created and existing under and by virtue of the laws of the State of Texas, with its domicile in Brownsville, Cameron County, Texas (“District”), and RIO GRANDE LNG, LLC, a Texas limited liability company (“Lessee”).
Harmony Merger Corp.Letter Agreement • December 31st, 2014 • Harmony Merger Corp. • Blank checks
