0001437749-21-006394 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2021 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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).

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NEXTDECADE CORPORATION WARRANT TO PURCHASE SHARES
Warrant Agreement • March 18th, 2021 • NextDecade Corp. • 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.

SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Series C Convertible Preferred Stock Purchase Agreement • March 18th, 2021 • NextDecade Corp. • Natural gas transmisison & distribution • New York

This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 17, 2021 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and [________________], a [__________] (the “Purchaser”). NextDecade and the Purchaser are referred to herein individually as a “Party” and collectively as the “Parties.”

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