REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2019 • Valinor Management, L.P. • Natural gas transmisison & distribution • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2019, 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 Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • August 3rd, 2017 • Valinor Management, L.P. • Natural gas transmisison & distribution • Delaware
NEXTDECADE CORPORATION WARRANT TO PURCHASE SHARESWarrant Agreement • May 29th, 2019 • Valinor Management, L.P. • Natural gas transmisison & distribution • Delaware
This Warrant is issued to Valinor Capital Partners Offshore Master Fund, L.P. (“Investor”) by NextDecade Corporation, a Delaware corporation (the “Company”), in connection with a private offering of Series B Preferred Stock pursuant to which certain accredited investors are purchasing shares of the Company’s Series B 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).
PURCHASER RIGHTS AGREEMENTPurchaser Rights Agreement • May 29th, 2019 • Valinor Management, L.P. • Natural gas transmisison & distribution • New York
This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 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”). Each of NextDecade and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
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.
Joint Filing AgreementJoint Filing Agreement • August 3rd, 2017 • Valinor Management, L.P. • Natural gas transmisison & distribution
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.0001 per share, of NextDecade Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 3rd day of August, 2017.
JOINT FILING AGREEMENTJoint Filing Agreement • April 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.
JOINT FILING AGREEMENTJoint Filing Agreement • August 9th, 2021 • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • August 27th, 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.
JOINT FILING AGREEMENTJoint Filing Agreement • May 29th, 2019 • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • May 21st, 2019 • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 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 AGREEMENTConvertible Preferred Stock Purchase Agreement • 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).
