REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN NEXTDECADE CORPORATION AND THE STOCKHOLDERS SET FORTH ON SCHEDULE I ATTACHED HERETO DATED AUGUST 9, 2018Registration Rights Agreement • August 13th, 2018 • Valinor Management, L.P. • Natural gas transmisison & distribution • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2018, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and certain entities listed on Schedule I (the “Holders”) attached hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreements (as defined below).
NEXTDECADE CORPORATION WARRANT TO PURCHASE SHARESValinor Management, L.P. • August 13th, 2018 • Natural gas transmisison & distribution • Delaware
This Warrant is issued to Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (“Investor”) by NextDecade Corporation, a Delaware corporation (the “Company”), in connection with a private offering of Series A Preferred Stock pursuant to which certain institutional investors are purchasing shares of the Company’s Series A Convertible Preferred Stock, which include this Warrant.
ContractBackstop Commitment Agreement • August 13th, 2018 • Valinor Management, L.P. • Natural gas transmisison & distribution • New York
AMENDMENT NO. 1 TO BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • August 13th, 2018 • Valinor Management, L.P. • 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 Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (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).
JOINT FILING AGREEMENTJoint Filing Agreement • August 13th, 2018 • Valinor Management, L.P. • Natural gas transmisison & distribution
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.0001 par value per share, of NextDecade Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. 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. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase • August 13th, 2018 • Valinor Management, L.P. • 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 Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (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).
