REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN NEXTDECADE CORPORATION AND THE STOCKHOLDERS SET FORTH ON SCHEDULE I ATTACHED HERETO DATED [•], 2018Registration Rights Agreement • August 7th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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).
FORM OF WARRANT AGREEMENT]Warrant Agreement • August 7th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution • Delaware
This Warrant is issued to [Investor] (“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.
AMENDMENT NO. 1 TOBackstop Commitment Agreement • August 7th, 2018 • NextDecade Corp. • 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 York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (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).
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • August 7th, 2018 • NextDecade Corp. • 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 York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts advised by it or its Affiliates (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).
AMENDMENT NO. 1 TOBackstop Commitment Agreement • August 7th, 2018 • NextDecade Corp. • 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 Halcyon Capital Management LP, severally on behalf of certain funds or accounts advised by it or its Affiliates (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).
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • August 7th, 2018 • NextDecade Corp. • 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 HGC NEXT INV LLC, a Delaware limited liability company (the “Purchaser”). Each of NextDecade and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
Purchaser rights agreementPurchaser Rights Agreement • August 7th, 2018 • NextDecade Corp. • Natural gas transmisison & distribution • New York
This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2018, is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and HGC NEXT INV LLC, a Delaware limited liability company (the “Purchaser”). Each of NextDecade and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”
