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).
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.
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 • 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.
