ESCROW AGREEMENTEscrow Agreement • July 28th, 2017 • NextDecade Corp. • Natural gas transmisison & distribution • New York
ESCROW AGREEMENT (this “Agreement”) dated July 24, 2017 by and among Harmony Merger Corp., a Delaware corporation (“Harmony”), York Credit Opportunities Fund, L.P., a Delaware limited partnership (the “Representative”), in its capacity as the representative of the Owners (defined below), Eric Rosenfeld and David Sgro, acting collectively as the committee representing the interests of Harmony (the “Committee”) and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2017 • NextDecade Corp. • Natural gas transmisison & distribution
This Employment Agreement (this “Agreement”) is entered into as of May 20, 2015 (the “Effective Date”), by and between Next Decade LLC, a Delaware limited liability company (the “Company”), and Kathleen Eisbrenner (the “Executive”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 28th, 2017 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
The Woodlands, Texas 77380Merger Agreement • July 28th, 2017 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
We refer you to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Harmony Merger Corp., Harmony Merger Sub, LLC, NextDecade, LLC (the “Company”) and the other parties thereto. Capitalized terms used in this letter agreement that are not defined herein shall have the meaning assigned to such terms in the Merger Agreement. References herein to the Company shall refer from and after Closing to the Surviving Entity.
York Capital Management New York, NY 10153Limited Liability Company Agreement • July 28th, 2017 • NextDecade Corp. • Natural gas transmisison & distribution • York
Reference is made to the Third Amended and Restated Limited Liability Company Agreement of Next Decade LLC (the “Company”), dated as of June 15, 2015 (as amended, the “LLC Agreement”), to which you (“KE” or “you”), the York Funds (as defined in the LLC Agreement) and the other members of the Company are parties. Capitalized terms used but not defined in this letter agreement (this “Agreement”) shall have the meanings assigned to them in the LLC Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN NEXTDECADE CORPORATION, formerly known as HARMONY MERGER CORP. AND THE STOCKHOLDERS SET FORTH ON SCHEDULE I AND SCHEDULE II ATTACHED HERETO DATED JULY 24, 2017Registration Rights Agreement • July 28th, 2017 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 2017, is made and entered into by and among NextDecade Corporation, formerly known as Harmony Merger Corp., a Delaware corporation (the “Company”) and certain persons and entities listed on Schedule I (the “ND Holders”) and Schedule II (the “Legacy Holders” and together with the ND Holders, the “Holders”) attached hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement.
