Exhibit
10.2


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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, 2017


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    


     

    

 





TABLE
OF CONTENTS


 




	1.   Definitions	1
	2.   Shelf
    Registrations, DEMAND REGISTRATIONS and Piggy Back Registrations	5
	3.   Black-Out
    Periods	10
	4.   Registration
    Procedures	11
	5.   Indemnification	16
	6.   Holdback
    Agreement	18
	7.   Termination	19
	8.   Miscellaneous	19


 






    


     

    

 


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.


 


RECITALS


 


WHEREAS,
reference is made to that certain Agreement and Plan of Merger, dated as of April 17, 2017, by and among Harmony Merger Corp.,
Harmony Merger Sub, LLC, a Delaware limited liability company, NextDecade, LLC, a Delaware limited liability company, and the
other signatories thereto (as it may be modified or amended, the “Merger Agreement”);


 


WHEREAS,
pursuant to Section 2.5(a)(i) of the Merger Agreement, the Company issued shares of Common Stock (the “Company Shares”)
to the ND Holders;


 


WHEREAS,
pursuant to Section 2.5(a)(ii) of the Merger Agreement, the Company issued restricted shares of Common Stock, which shares
are subject to certain transfer and forfeiture restrictions (the “Restricted Closing Shares”), to the ND Holders;


 


WHEREAS,
pursuant to Section 2.12 of the Merger Agreement, the Company shall issue additional shares of Common Stock upon the achievement
by the Company of each of the milestones specified in Section 2.11 (i) – (iv) of the Merger Agreement (the “Contingent
Shares”) to the ND Holders;


 


WHEREAS,
pursuant to Section 7.22 of the Merger Agreement, the Company agreed to register for resale under the Securities Act of 1933,
as amended (the “Securities Act”), the shares of Common Stock issued to the ND Holders; and


 


WHEREAS,
prior to the Company’s initial public offering and certain times thereafter, the Company issued Initial Shares, Private
Units and Working Capital Units (collectively, the “Legacy Securities”) to the Legacy Holders; and


 


WHEREAS,
the Company and the Holders wish to determine registration rights with respect to the Company Shares, Restricted Closing Shares,
Contingent Shares and Legacy Securities (and underlying securities).


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,


 


IT
IS AGREED as follows:


 


		1.	Definitions



 


As
used in this Agreement, the following terms shall have the following meanings:


 


Agreement
shall mean this Registration Rights Agreement as originally executed and as amended, supplemented or restated from time to
time.


 


Board
shall mean the Board of Directors of the Company.


 






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Business
Day shall mean any Monday, Tuesday, Wednesday, Thursday, or Friday that is not a day on which banking institutions in New
York or other applicable places where such act is to occur are authorized or obligated by applicable law, regulation or executive
order to close.


 


Commission
shall mean the United States Securities and Exchange Commission.


 


Common
Stock shall mean the common stock of the Company, par value $0.0001 per share.


 


Company
shall have the meaning set forth in the introductory paragraph hereof.


 


Controlling
Person shall have the meaning set forth in Section 5(a) of this Agreement.


 


Demand
Notice shall have the meaning set forth in Section 2(a)(i) of this Agreement.


 


Demand
Registration shall have the meaning set forth in Section 2(b)(i) of this Agreement.


 


Demand
Registration Statement shall have the meaning set forth in Section 2(b)(i) of this Agreement.


 


Depositary
shall mean The Depository Trust Company, or any other depositary appointed by the Company.


 


End
of Suspension Notice shall have the meaning set forth in Section 3(b) of this Agreement.


 


Equity
Securities means (a) any capital stock, partnership, membership, joint venture or other ownership or equity interest, participation
or securities in or of any Person (whether voting or non-voting, whether preferred, common or otherwise, and including any stock
appreciation, contingent interest or similar right), and (b) any option, warrant, security or other right (including debt securities)
directly or indirectly convertible into or exercisable or exchangeable for, or otherwise to acquire directly or indirectly, any
stock, interest, participation or security described in clause (a) above.


 


Exchange
Act shall mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law) and the
rules and regulations thereunder.


 


FINRA
shall mean the Financial Industry Regulatory Authority.


 


Holder
shall mean each holder of Equity Securities of the Company, listed in Schedule I or Schedule II attached hereto, in his, her
or its capacity as a holder of Registrable Securities and his, her or its direct and indirect transferees. For purposes of this
Agreement, the Company may deem and treat the registered holder of a Registrable Security as the Holder and absolute owner thereof,
unless notified to the contrary in writing by the registered Holder thereof.


 


Initial
Shares shall mean all of the outstanding shares of Common Stock of the Company issued prior to the consummation of the Company’s
initial public offering.


 


Initiating
Holders shall have the meaning set forth in Section 2(b)(ii) of this Agreement.


 


Legal
Proceeding shall mean any action, suit, hearing, claim, lawsuit, litigation, investigation (formal or informal), inquiry,
arbitration or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) by or before a governmental
or legal entity.


 


Liabilities
shall have the meaning set forth in Section 5(a)(i) of this Agreement.


 






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Majority
with respect to any group of Registrable Securities, means more than half the total number of shares of Common Stock included
in such group and, for the avoidance of doubt, does not include the number of Warrants in any such group.


 


Maximum
Threshold shall have the meaning set forth in Section 2(d)(i) of this Agreement.


 


Person
shall mean any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated
organization or other governmental or legal entity.


 


Piggyback
Registration shall have the meaning set forth in Section 2(c)(i) of this Agreement.


 


Private
Units shall mean the Units the Legacy Holders privately purchased simultaneously with the Company’s initial public offering.


 


Prospectus
means the prospectus or prospectuses included in any Registration Statement (including without limitation, any prospectus
subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant
to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements
to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated
by reference in such prospectus or prospectuses.


 


Registrable
Securities with respect to any Holder, shall mean at any time the Common Stock (including the Company Shares, Restricted Closing
Shares, Contingent Shares, Released Initial Shares and the Common Stock included in the Private Units and the Working Capital
Units) and the Warrants included in the Private Units and the Working Capital Units, together with any class of equity securities
of the Company or of a successor to the entire business of the Company which are issued in exchange for the Common Stock or the
Warrants included in the Private Units and the Working Capital Units; provided, however, that such Registrable Securities
shall cease to be Registrable Securities with respect to any Holder upon the earliest to occur of (a) the date on which a
Registration Statement with respect to the sale of such Holder’s Registrable Securities shall have been declared effective
under the Securities Act and all of such Holder’s Registrable Securities shall have been sold, transferred, disposed of
or exchanged in accordance with such Registration Statement and (b) the date on which such securities shall have ceased to
be outstanding.


 


Registration
Expenses shall mean (a) the fees and disbursements of counsel and independent public accountants for the Company incurred
in connection with the Company’s performance of or compliance with this Agreement, including the expenses of any special
audits or “comfort” letters required by or incident to such performance and compliance, and any premiums and other
costs of policies of insurance obtained by the Company against liabilities arising out of the sale of any securities, (b) all
registration, filing and stock exchange fees, all fees and expenses of complying with securities or “blue sky” laws,
all fees and expenses of custodians, transfer agents and registrars, all printing expenses, messenger and delivery expenses and
any fees and disbursements of one common counsel retained by a Majority of the Registrable Securities, (c) expenses relating to
any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing
or selling of the Registrable Securities, (d) fees and expenses in connection with any review by FINRA of the underwriting arrangements
or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the
reasonable fees and expenses of any counsel thereto, (e) costs of printing and producing any agreements among underwriters, underwriting
agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection
with the offering, sale or delivery of the Registrable Securities; provided, however, that “Registration Expenses”
shall not include any out-of-pocket expenses of the Holders (other than as set forth in clause (b) above), transfer taxes, underwriting
or brokerage commissions or discounts associated with effecting any sales of Registrable Securities that may be offered, which
expenses shall be borne by each Holder of Registrable Securities on a pro rata basis with respect to the Registrable Securities
so sold.


 






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Registration
Statement means any registration statement of the Company filed with the Commission under the Securities Act which covers
any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements
to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference
or deemed to be incorporated by reference in such Registration Statement.


 


Released
Initial Shares shall mean all Initial Shares that have been disbursed from escrow pursuant to Section 3 of that certain Stock
Escrow Agreement, dated as of March 23, 2015, by and among the Legacy Holders and Continental Stock Transfer & Trust Company.


 


Sale
Expenses shall mean other than in connection with a Registration Statement, (a) the fees and disbursements of counsel and
independent public accountants for the Company incurred in connection with the Company’s performance of or compliance with
this Agreement, including the expenses of any special audits or “comfort” letters required by or incident to such
performance and compliance, and any premiums and other costs of policies of insurance obtained by the Company against liabilities
arising out of the sale of any securities and (b) all registration, filing and stock exchange fees, all fees and expenses of complying
with securities or “blue sky” laws, all fees and expenses of custodians, transfer agents and registrars, all printing
expenses, messenger and delivery expenses and any fees and disbursements of one common counsel retained by a Majority of the Registrable
Securities; provided, however, that “Sale Expenses” shall not include any out-of-pocket expenses of
the Holders (other than as set forth in clause (ii) above), transfer taxes, underwriting or brokerage commissions or discounts
associated with effecting any sales of Registrable Securities that may be offered, which expenses shall be borne by each Holder
of Registrable Securities on a pro rata basis with respect to the Registrable Securities so sold.


 


Securities
Act shall have the meaning set forth in the Recitals hereof.


 


Selling
Holders’ Counsel shall mean counsel for the Holders that is selected by the Holders holding a Majority of the Registrable
Securities included in a Registration Statement and that is reasonably acceptable to the Company.


 


Shelf
Registration Statement shall have the meaning set forth in Section 2(a)(i) of this Agreement.


 


Suspension
Event shall have the meaning set forth in Section 3(b) of this Agreement.


 


Suspension
Notice shall have the meaning set forth in Section 3(a) of this Agreement.


 


Underwritten
Offering shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.


 


Units
shall mean the units of the Company, each comprised of one share of Common Stock and one warrant to purchase one share of
Common Stock.


 


Warrants
shall mean the warrants to purchase shares of Common Stock included in the Units.


 






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Withdrawn
Demand Registration shall have the meaning set forth in Section 2(b)(iv) of this Agreement.


 


Working
Capital Units shall mean the Units held by the Legacy Holders which were issued in payment of working capital loans to the
Company.


 


		2.	Shelf
                                         Registrations, DEMAND REGISTRATIONS and Piggy Back Registrations



 


(a)       Shelf
Registration.


 


(i)       Filing.
The Company shall, as soon as practicable after the date that is six months from the date of this Agreement, but in any event
within thirty (30) days after the date that is six months from the date of this Agreement, file a Registration Statement under
the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted
by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (the “Shelf
Registration Statement”) on the terms and conditions specified in this Section 2(a) and shall use its reasonable best
efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but
in any event no later than the earlier of (i) ninety (90) days (or one hundred and twenty (120) days if the Commission notifies
the Company that it will “review” the Shelf Registration Statement) after the date that is six months from the date
of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever
is earlier) by the Commission that such Shelf Registration Statement will not be “reviewed” or will not be subject
to further review (such earlier date, the “Effectiveness Deadline”). The Shelf Registration Statement filed
with the Commission pursuant to this Section 2(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on
Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable
Securities, covering such Registrable Securities, and shall contain a prospectus in such form as to permit any Holder to sell
such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the
Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Shelf Registration
Statement filed pursuant to this Section 2(a) shall provide for the resale pursuant to any method or combination of methods legally
available to, and requested by, the Holders.  As soon as practicable following the effective date of a Shelf Registration
Statement filed pursuant to this Section 2(a), but in any event within three (3) business days of such date, the Company shall
notify the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant
to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in all material respects
with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
(in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which such
statement is made).


 


(ii)       Continued
Effectiveness. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to remain effective
and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if
not available, that another registration statement is available, for the resale of all the Registrable Securities held by the
Holders until the earliest of (A) the date all such Registrable Securities have ceased to be Registrable Securities and (B) the
date all such Registrable Securities covered by such Shelf Registration Statement can be sold publicly without restriction or
limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the
Securities Act.


 






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(iii)       Underwritten
Offering and Selection of Underwriters. If the Holders of at least a Majority of the then outstanding number of Registrable
Securities held by the Holders (the “Underwritten Demand Holders”) elect to dispose of Registrable Securities
under a Shelf Registration Statement or other Registration Statement pursuant to an Underwritten Offering (an “Underwritten
Offering”) of all or part of such Registrable Securities that are registered by such Shelf Registration Statement or
other Registration Statement and reasonably expect aggregate gross proceeds in excess of $50,000,000 (the “Holders’
Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of such Underwritten
Demand Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the
Company with the managing underwriter or underwriters selected by the Underwritten Demand Holders and shall take all such other
reasonable actions as are requested by the managing underwriter or underwriters in order to expedite or facilitate the disposition
of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more
than two (2) Underwritten Offerings in any twelve (12)-month period, pursuant to this Section 2(a) or Section 2(b).  In connection
with any Underwritten Offering contemplated by this Section 2(a) or Section 2(b), the underwriting agreement into which each Holder
and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are
customary in underwritten offerings of securities by the Company. No Holder shall be required to make any representations or warranties
to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder’s
authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its
behalf, its intended method of distribution, the accuracy of information provided by a Holder specifically for use in the Registration
Statement or Prospectus, and any other representation required by law; provided, that Holders other than the Underwritten
Demand Holders shall be afforded five (5) Business Days to decide to include Registrable Securities in any such Underwritten Offering
in proportion to the Registrable Securities of the Underwritten Demand Holders that are included in such Underwritten Offering;
provided further, that to the extent such other Holders wish to include additional Registrable Securities held by such
Holders in an Underwritten Offering in excess of their allotted proportion, such other Holders may request, within the same five
(5) Business Day notice period outlined above, that the Underwritten Demand Holders consider including such additional shares
as Registrable Securities.  Upon receipt of such notice, and subject to Section 2(d)(i), the Underwritten Demand Holders
may elect to include or exclude such additional Registrable Securities from the Underwritten Offering in their sole and absolute
discretion.


 


(b)       Demand
Registrations.


 


(i)       Right
to Request Registration. So long as the Company does not have an effective Shelf Registration Statement with respect to the
Registrable Securities, the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities
(the “Demand Holders”) may request registration under the Securities Act of all or part of their Registrable
Securities with an anticipated aggregate offering price of at least $50 million at any time and from time to time (“Demand
Registration”).


 






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Within
seven (7) Business Days after receipt of any such request for Demand Registration, the Company shall give written notice of such
request to all other Holders of Registrable Securities, if any, and shall, subject to the provisions of Section 2(d)(i) hereof,
include in such registration the number of Registrable Securities of such Holder up to an amount in proportion to the Registrable
Securities of the Demand Holders that are to be included in the Demand Registration and with respect to which the Company has
received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice;
provided, that to the extent such other Holders wish to include additional Registrable Securities held by such Holders
in the Demand Registration in excess of their allotted proportion, such other Holders may request, within the same five (5) Business
Day notice period outlined above, that the Demand Holders consider including such additional shares as Registrable Securities. 
Upon receipt of such notice, and subject to Section 2(d)(i), the Demand Holders may elect to include or exclude such additional
Registrable Securities from the Underwritten Offering in their sole and absolute discretion. The Company shall use its reasonable
best efforts to file with the Commission following receipt of any such request for Demand Registration (but in no event more than
thirty (30) days following receipt of such request) one or more registration statements with respect to all such Registrable Securities
with respect to which the Company has received written requests for inclusion therein in accordance with this paragraph under
the Securities Act (the “Demand Registration Statement”). The Company shall use its reasonable best efforts
to cause such Demand Registration Statement to be declared effective by the Commission as soon as practicable after the filing
thereof. The Demand Registration Statement shall be on an appropriate form and the Registration Statement and any form of Prospectus
included therein (or Prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders
of shares registered on such Registration Statement may from time to time notify the Company. Following the receipt by the Company
of any request for Demand Registration, subject to Section 2(d)(i), all of the Registrable Securities of any Holder electing
to register Registrable Securities in accordance with this paragraph shall be included in the Demand Registration Statement without
any further action by any Holder. The Demand Holders may cause the Company to postpone or withdraw the filing or the effectiveness
of a Demand Registration at any time in their sole discretion.


 


(ii)       Restrictions
on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within ninety (90) days after
the effective date of a previous Demand Registration or a previous registration under which any Holder or Holders (the “Initiating
Holders”) had piggyback rights pursuant to Section 2(c) hereof wherein the Initiating Holders were permitted to
register, and sold, at least fifty percent (50%) of the shares of Registrable Securities requested to be included therein. In
addition, the Company shall not be obligated to effect any Demand Registration after the Company has effected two (2) Demand Registrations
in any twelve (12)-month period if all such registrations effected by the Company have been declared and ordered effective.


 


(iii)       Underwritten
Offering and Selection of Underwriters. If the Underwritten Demand Holders elect to dispose of Registrable Securities under
a Demand Registration pursuant to an Underwritten Offering, then other Holders shall be afforded the right to include Registrable
Securities in any such Underwritten Offering in proportion to the Registrable Securities of the Underwritten Demand Holders that
are included in such Underwritten Offering. If any of the Registrable Securities covered by a Demand Registration hereof are to
be sold in an Underwritten Offering, then the Underwritten Demand Holders shall have the right to select the managing underwriter
or underwriters to administer any such Underwritten Offering.


 






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(iv)       Effective
Period of Demand Registrations. After any Demand Registration Statement filed pursuant to this Agreement has become effective,
the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to one
hundred eighty (180) days from the date on which the Commission declares such Demand Registration Statement effective (or if such
Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period
shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such
shorter period that shall terminate when all of the Registrable Securities covered by such Demand Registration Statement have
been sold pursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities
that is subject to any Demand Registration pursuant to Section 2(d)(i) (a “Withdrawn Demand Registration”),
the Initiating Holders of the Registrable Securities remaining unsold and originally covered by such Withdrawn Demand Registration
shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company
shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration
and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days from the effective date of such Demand
Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional
Demand Registration otherwise shall be subject to all of the provisions of this Agreement.


 


(c)       Piggyback
Registrations.


 


(i)       Right
to Piggyback. Whenever the Company proposes to register any of its Common Stock under the Securities Act (other than a registration
statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for its own account or for the account of
one or more stockholders of the Company, and the registration form to be used may be used for any registration of Registrable
Securities (a “Piggyback Registration”), the Company shall give prompt (but in no event less than ten (10)
days before the anticipated filing date of such registration statement) written notice to all Holders of its intention to effect
such a registration, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended
method of distribution, and the name of the proposed managing underwriter, if any, in such offering, and (B) offer to all Holders
of Registrable Securities the opportunity to register the same of such number of Registrable Securities as such Holders may request
in writing within five (5) Business Days after receipt of such written notice from the Company. The Company shall, subject to
Sections 2(d)(ii) and 2(d)(iii), include in such registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within five (5) Business Days after the receipt of the Company’s notice.
The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.


 


(ii)       Withdrawal.
Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggyback Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement.
The Company (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of the Registration Statement
without thereby incurring any liability to the Holders of Registrable Securities. Notwithstanding any such withdrawal, the Company
shall pay all expenses incurred by the Holders in connection with such Piggyback Registration as provided in Section 8(d).


 






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(iii)       Selection
of Underwriters. If any of the Registrable Securities of the Holders covered by a Piggyback Registration hereof are to be
sold in an Underwritten Offering, then the Company shall have the right to select the managing underwriter or underwriters to
administer any such offering.


 


(d)       Priority.


 


(i)       Priority
on Shelf and Demand Registrations. If the managing underwriters of a requested Demand Registration or an Underwritten Offering
under a Shelf Registration Statement, advise the Company in writing that, in their opinion, the number of Registrable Securities
requested to be included in such Demand Registration Statement or Shelf Registration Statement exceeds the number that can be
sold in such offering and/or that the number of Registrable Securities proposed to be included in any such registration would
adversely affect the price per share of the Company’s equity securities to be sold in such offering (such maximum number
of securities or Registrable Securities, as applicable, the “Maximum Threshold”), the underwriting shall be
allocated among the Company and all Holders as follows: (A) first, the shares comprised of Registrable Securities, as to which
registration has been requested and is required pursuant to the registration rights hereof, based on the amount of such Common
Stock initially requested to be registered by such Holders that can be sold without exceeding the Maximum Threshold; (B) second,
to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent
the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), any additional Registrable Securities of Holders
other than the Demand Holders or Underwritten Demand Holders as to which registration has been requested and that the Demand Holders
or Underwritten Demand Holders, as applicable, determine, in their sole discretion, can be sold.


 


(ii)       Priority
on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and
the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included
in such registration exceeds the Maximum Threshold, the underwriting shall be allocated among the Company and all Holders as follows:
(A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Threshold; and (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing
clause (A), the shares comprised of Registrable Securities, as to which registration has been requested pursuant to the registration
rights hereof, based on the amount of such Common Stock initially requested to be registered by such Holders that can be sold
without exceeding the Maximum Threshold.


 


(iii)       Notwithstanding
the foregoing, if the Holders of at least twenty percent (20%) of the then-outstanding number of Registrable Securities wish to
engage in an underwritten block trade off of an effective Shelf Registration Statement, Demand Registration Statement or Piggyback
Registration, such Holders may notify the Company of the block trade offering on the day such offering is to commence and the
Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early
as three (3) Business Days after the date it commences); provided that in the case of such underwritten block trade,
only such Holders shall have a right to notice of and to participate in such offering.


 






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(e)       For
the avoidance of doubt, no Holder may exercise its rights pursuant to this Section 2 with respect to any Registrable Securities
so long as such Holder is restricted from the transfer of such securities pursuant to that certain Lock-Up Agreement, dated as
of the date hereof, by and between the Company, NextDecade, LLC and the Holders who are party thereto.


 


		3.	Black-Out
                                         Periods



 


(a)       Notwithstanding
Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances,
to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend
sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension
Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may
determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month
period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal
by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has
used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case,
the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either
of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale
of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities,
acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel,
the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material
information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business
purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the
Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable
to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause
the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration
Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice
of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf
Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus
included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities
Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most
recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set
forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed
in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the
Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend
or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed
use of the Shelf Registration Statement as soon as possible.


 






    	 	10	 



     

    

 


(b)       In
the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a)
above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel,
if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis
for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and
the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf
Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities pursuant to
such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and
prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to
the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession
of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence
effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further
written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice
shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion
of any Suspension Event and its effect.


 


(c)       Notwithstanding
any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement
pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration
Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt
by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and
provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided
that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement
are no longer Registrable Securities.


 


		4.	Registration
                                         Procedures



 


(a)       In
connection with the filing of any Registration Statement or sale of Registrable Securities as provided in this Agreement, the
Company shall use its reasonable best efforts to, as expeditiously as reasonably practicable:


 


(i)       prepare
and file with the Commission the Registration Statement, within the relevant time period specified in Section 2, on the appropriate
form under the Securities Act, which form (1) shall be selected by the Company, (2) shall be available for the registration
and sale of the Registrable Securities by the selling Holders thereof, (3) shall comply as to form in all material respects
with the requirements of the applicable form and include or incorporate by reference all financial statements required by the
Commission to be filed therewith or incorporated by reference therein, and (4) shall comply in all respects with the requirements
of Regulation S-T under the Securities Act, and otherwise comply with its obligations under Section 2 hereof;


 


(ii)       prepare
and file with the Commission such amendments and post-effective amendments to each Registration Statement as may be necessary
under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the Securities Act and comply with the provisions of the Securities Act, the Exchange Act and the
rules and regulations thereunder applicable to them with respect to the disposition of all securities covered by each Registration
Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders
thereof;


 






    	 	11	 



     

    

 


(iii)       (1) notify
each Holder of Registrable Securities, at least five (5) Business Days after filing, that a Registration Statement with respect
to the Registrable Securities has been filed and advise such Holders that the distribution of Registrable Securities will be made
in accordance with any method or combination of methods legally available by the Holders of any and all Registrable Securities;
(2) furnish to each Holder of Registrable Securities and to each underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules
in order to facilitate the public sale or other disposition of the Registrable Securities; and (3) hereby consent to the
use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;


 


(iv)       use
its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue
sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement and each underwriter
of an Underwritten Offering of Registrable Securities shall reasonably request by the time the applicable Registration Statement
is declared effective by the Commission, and do any and all other acts and things which may be reasonably necessary or advisable
to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the Company shall not be required to (1) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(a)(iv),
or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not
then so subject;


 


(v)       notify
promptly each Holder of Registrable Securities under a Registration Statement and, if requested by such Holder, confirm such advice
in writing promptly at the address determined in accordance with Section 8(f) of this Agreement (1) when a Registration
Statement has become effective and when any post-effective amendments and supplements thereto become effective, (2) of any
request by the Commission or any state securities authority for post-effective amendments and supplements to a Registration Statement
and Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by
the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, (4) if, between the effective date of a Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be
true and correct in all material respects, (5) of the happening of any event or the discovery of any facts during the period
a Registration Statement is effective as a result of which such Registration Statement or any document incorporated by reference
therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or, in the case of the Prospectus, contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (which information shall be accompanied by an instruction
to suspend the use of the Registration Statement and the Prospectus (such instruction to be provided in the same manner as a Suspension
Notice) until the requisite changes have been made, at which time notice of the end of suspension shall be delivered in the same
manner as an End of Suspension Notice), (6) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities, for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose and (7) of the filing of a post-effective amendment to such Registration Statement;


 






    	 	12	 



     

    

 


(vi)       furnish
Selling Holders’ Counsel, if any, copies of any comment letters relating to the selling Holders received from the Commission
or any other request by the Commission or any state securities authority for amendments or supplements to a Registration Statement
and Prospectus or for additional information relating to the selling Holders;


 


(vii)       make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the
earliest possible moment;


 


(viii)       furnish
to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated
therein by reference and all exhibits thereto, unless requested);


 


(ix)       cooperate
with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered
in such names as the selling Holders or the underwriters, if any, may reasonably request at least three (3) Business Days prior
to the closing of any sale of Registrable Securities;


 


(x)       upon
the occurrence of any event or the discovery of any facts, as contemplated by Sections 4(a)(v)(5) and 4(a)(v)(6) hereof,
as promptly as practicable after the occurrence of such an event, use its reasonable best efforts to prepare a supplement or post-effective
amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will
not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, or will remain so qualified,
as applicable. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not
necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees
promptly to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus as amended
or supplemented, as such Holder may reasonably request;


 


(xi)       within
a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement
or amendment or supplement to a Prospectus, provide copies of such document to the Selling Holders’ Counsel, if any, on
behalf of such Holders, and make representatives of the Company as shall be reasonably requested by the Holders of Registrable
Securities available for discussion of such document;


 


(xii)       obtain
a CUSIP number for the Registrable Securities not later than the effective date of a Registration Statement, and provide the Company’s
transfer agent with printed certificates for the Registrable Securities, in a form eligible for deposit with the Depositary, in
each case, to the extent necessary or applicable;


 






    	 	13	 



     

    

 


(xiii)       enter
into agreements (including underwriting agreements) and take all other customary appropriate actions in order to expedite or facilitate
the disposition of such Registrable Securities whether or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration:


 


(1)       make
such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance
and scope as are customarily made by issuers to underwriters in similar Underwritten Offerings as may be reasonably requested
by them;


 


(2)       obtain
opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to any managing underwriter(s) and their counsel) addressed to the underwriters, if any (and in the case of an underwritten
registration, each selling Holder), covering the matters customarily covered in opinions requested in Underwritten Offerings and
such other matters as may be reasonably requested by the underwriter(s);


 


(3)       obtain
“comfort” letters and updates thereof from the Company’s independent registered public accounting firm (and,
if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements are, or are required to be, included in the Registration Statement) addressed to
the underwriter(s), if any, and use reasonable efforts to have such letter addressed to the selling Holders in the case of an
underwritten registration (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified
Public Accounts), such letters to be in customary form and covering matters of the type customarily covered in “comfort”
letters to underwriters in connection with similar Underwritten Offerings;


 


(4)       enter
into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment
of such agent for the selling Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall
be in form, substance and scope customary for similar offerings;


 


(5)       if
an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially
equivalent to the indemnification provisions and procedures set forth in Section 5 hereof with respect to the underwriters
and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily
provided to such underwriters in similar types of transactions; and


 


(6)       deliver
such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders
of a Majority of the Registrable Securities being sold, and the managing underwriters, if any;


 


(xiv)       make
available for inspection by any underwriter participating in any disposition pursuant to a Registration Statement, Selling Holders’
Counsel and any accountant retained by a Majority of the Registrable Securities being sold, all financial and other records, pertinent
corporate documents and properties or assets of the Company reasonably requested by any such Persons, and cause the respective
officers, directors, employees, and any other agents of the Company to supply all information reasonably requested by any such
representative, underwriter, counsel or accountant in connection with a Registration Statement, and make such representatives
of the Company available for discussion of such documents as shall be reasonably requested by the Company; provided, however,
that the Selling Holders’ Counsel, if any, and the representatives of any underwriters will use its reasonable best efforts,
to the extent reasonably practicable, to coordinate the foregoing inspection and information gathering and to not materially disrupt
the Company’s business operations;


 






    	 	14	 



     

    

 


(xv)       a
reasonable time prior to filing any Registration Statement, any Prospectus forming a part thereof, any amendment to such Registration
Statement, or amendment or supplement to such Prospectus, provide copies of such document to the underwriter(s) of an Underwritten
Offering of Registrable Securities; within five (5) Business Days after the filing of any Registration Statement, provide copies
of such Registration Statement to Selling Holders’ Counsel; make such changes in any of the foregoing documents prior to
the filing thereof, or in the case of changes received from Selling Holders’ Counsel by filing an amendment or supplement
thereto, as the underwriter or underwriters, or in the case of changes received from Selling Holders’ Counsel relating to
the selling Holders or the plan of distribution of Registrable Securities, as Selling Holders’ Counsel, reasonably requests;
not file any such document in a form to which any underwriter shall not have previously been advised and furnished a copy of or
to which the Selling Holders’ Counsel, if any, on behalf of the Holders of Registrable Securities, or any underwriter shall
reasonably object; not include in any amendment or supplement to such documents any information about the selling Holders or any
change to the plan of distribution of Registrable Securities that would limit the method of distribution of the Registrable Securities
unless Selling Holders’ Counsel has been advised in advance and has approved such information or change; and make the representatives
of the Company available for discussion of such document as shall be reasonably requested by the Selling Holders’ Counsel,
if any, on behalf of such Holders, Selling Holders’ Counsel or any underwriter;


 


(xvi)       use
its reasonable best efforts to cause all Registrable Securities to be listed or quoted on any national securities exchange on
which the Company’s Common Stock is then listed or quoted;


 


(xvii)       otherwise
comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least twelve (12) months which shall satisfy the provisions of Section ll(a)
of the Securities Act and Rule 158 thereunder;


 


(xviii)       cooperate
and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any
underwriter and its counsel (including any “qualified independent underwriter” that is required to be retained in
accordance with the rules and regulations of the FINRA);


 


(xix)       the
Company may (as a condition to a Holder’s participation in a Shelf Registration, Demand Registration or Piggyback Registration)
require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and the proposed
distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing.


 


(xx)       if
Registrable Securities are to be sold in an Underwritten Offering, to include in the registration statement, or in the case of
a Shelf Registration, a Prospectus supplement, to be used all such information as may be reasonably requested by the underwriters
for the marketing and sale of such Registrable Securities;


 


(xxi)       cause
the appropriate officers of the Company to (i) prepare and make presentations at any “road shows” and before analysts
and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) use
their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of
the Registrable Securities.


 






    	 	15	 



     

    

 


Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event or the discovery of any facts of
the type described in Section 4(a)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement relating to such Registrable Securities until such Holder’s receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 4(a)(v) hereof, and, if so directed by the Company, such Holder
will deliver to the Company (at the Company’s expense) all copies in such Holder’s possession, other than permanent
file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time
of receipt of such notice.


 


		5.	Indemnification



 


(a)       Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Holder, and the respective officers, directors, partners,
employees, representatives and agents of any such Person, and each Person (a “Controlling Person”), if any,
who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the foregoing
Persons, as follows:


 


(i)       against
any and all loss, penalty, liability, claim, damage, judgment, suit, action, other liabilities and expenses whatsoever (“Liabilities”),
as incurred, arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto) pursuant
to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference,
or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports and other
documents filed under the Exchange Act, or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading, or arising out of or based on any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom at such date of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


(ii)       against
any and all Liabilities, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5(d) below)
any such settlement is effected with the written consent of the Company; and


 


(iii)       against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph
(i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any Liabilities to the extent
arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the Holder expressly for use in a Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).


 






    	 	16	 



     

    

 


The
indemnity in this Section 5(a) shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall
survive any transfer of such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the offering, their officers and directors and each Person
who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above
with respect to the indemnification of the indemnified parties.


 


(b)       Indemnification
by the Holders. Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Company and the other selling
Holders, and each of their respective officers, directors, partners, employees, representatives and agents, against any and all
Liabilities described in the indemnity contained in Section 5(a) hereof, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information such Holder
furnished to the Company by such Holder expressly for use in the Registration Statement (or any amendment thereto) or such Prospectus
(or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims
hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to
such Registration Statement.


 


(c)       Notices
of Claims, etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party
of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder; provided, however,
that failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the
extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense
of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of
the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party or parties be liable
for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever in respect of which indemnification
or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


(d)       Indemnification
Payments. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated
by Section 5(a)(ii) effected without its written consent if (i) such settlement is entered into more than forty-five (45)
days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.


 






    	 	17	 



     

    

 


(e)       Contribution.
If the indemnification provided for in this Section 5 is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any Liabilities referred to therein, then each indemnifying party shall contribute to the aggregate
amount of such Liabilities incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the
relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection with the acts, statements or
omissions which resulted in such Liabilities, as well as any other relevant equitable considerations.


 


The
relative fault of the Company on the one hand and the Holders on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 


The
Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to above in this Section 5. The aggregate amount of Liabilities incurred by an indemnified party and referred to above in
this Section 5 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 5(e), no Holder shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Holder from the sale of Registrable Securities pursuant to any such Registration Statement.


 


No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


For
purposes of this Section 5, each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution as a Holder, and each director of the Company,
and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as the Company.


 


		6.	Holdback
                                         Agreement



 


(a)       Each
Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements)
of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable
or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days
after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of
each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten
Offering; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities
convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety
(90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which
the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee
benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts
to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible
into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the
date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities
during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any
agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.


 






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		7.	Termination



 


Survival.
This Agreement and the rights of each Holder hereunder shall terminate upon the date that all of the Registrable Securities cease
to be Registrable Securities. Notwithstanding the foregoing, the obligations of the parties under Section 5 of this Agreement
shall remain in full force and effect following such time.


 


		8.	Miscellaneous



 


(a)       Covenants
Relating To Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the
Securities Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a)
or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a)
make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b) deliver
such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and
it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action
that is reasonable in the circumstances, in each case, to the extent required, from time to time, to enable such Holder to sell
its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i)
Rule 144 under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as
such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. Upon
the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether
it has complied with such requirements and of the Securities Act and the Exchange Act (at any time after it has become subject
to the reporting requirements of the Exchange Act), a copy of the most recent annual and quarterly report(s) of the Company, and
such other reports, documents or stockholder communications of the Company, and take such further actions consistent with this
Section 8(a), as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing
a Holder to sell any such Registrable Securities without registration.


 


(b)       Cooperation.
The Company shall cooperate with the Holders in any sale and or transfer of Registrable Securities including by means not involving
a registration statement.


 






    	 	19	 



     

    

 


(c)       No
Inconsistent Agreements. The Company has not entered into and the Company will not after the date of this Agreement enter
into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities pursuant to this Agreement
or otherwise conflicts with the provisions of this Agreement. The rights granted to the Holders hereunder do not and will not
for the term of this Agreement in any way conflict with the rights granted to the holders of the Company’s other issued
and outstanding securities under any such agreements.


 


(d)       Expenses.
All Registration Expenses or Sale Expenses of any Holder shall be borne by the Company, whether or not any Registration Statement
related thereto becomes effective or other sale takes place.


 


(e)       Amendments
and Waivers. The provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company
and the Holders of a Majority of the Registrable Securities. Any waiver, permit, consent or approval of any kind or character
on the part of any such Holders of any provision or condition of this Agreement must be made in writing and shall be effective
only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall
be binding upon each Holder of Registrable Securities and the Company.


 


(f)       Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, facsimile or any courier guaranteeing overnight delivery: (a) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 8(f); and (b) if
to the Company, to NextDecade Corporation, Attention: Krysta De Lima (facsimile: (832) 403-2198; email: Krysta@next-decade.com).
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
two (2) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.


 


(g)       Successor
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. In
addition, the Demand Holders may assign their rights hereunder to subsequent Holders. If any transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject
to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions
on resale set forth in this Agreement, and such Person shall be entitled to receive the benefits hereof.


 


(h)       Specific
Enforcement. Without limiting the remedies available to the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2 hereof may result in material irreparable injury to the Holders for which
there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, a Holder may obtain such relief as may be required to specifically enforce the Company’s
obligations under Section 2 hereof.


 


(i)       Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(j)       Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(k)       GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF DELAWARE REGARDLESS
OF THE LAW THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF.


 






    	 	20	 



     

    

 


(l)       Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions contained herein shall not be affected or impaired thereby.


 


(m)       Jurisdiction
and Venue; WAIVER OF JURY TRIAL. The undersigned irrevocably consents to the exclusive jurisdiction and venue of the courts
of the State of Delaware or the federal courts located in the State of Delaware in connection with any matter based upon or arising
out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Delaware
and waives and covenants not to assert or plead any objection which it might otherwise have to such manner of service of process.
The undersigned waives, and shall not assert as a defense in any legal dispute, that (a) it is not personally subject to the jurisdiction
of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, (c)
its property is exempt or immune from execution, (d) such Legal Proceeding is brought in an inconvenient forum or (e) the venue
of such Legal Proceeding is improper. THE UNDERSIGNED UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS
ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE
WAIVER OF JURY TRIAL IS PROHIBITED, THE UNDERSIGNED SHALL NOT ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, THE UNDERSIGNED SHALL NOT SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A
SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED


 


 


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    	 	21	 



     

    

 





IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 





	 	NEXTDECADE CORPORATION, 

FORMERLY KNOWN AS
	 	HARMONY MERGER CORP.
	 	 
	 	/s/ Kathleen Eisbrenner
	 	Name: Kathleen Eisbrenner
	 	Title:   Chief Executive Officer 










 


 


 


 


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	 	KATHLEEN EISBRENNER
	 	 
	 	/s/ Kathleen Eisbrenner










 


 


 


 





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	 	YORK CAPITAL MANAGEMENT, L.P.
	 	 
	 	/s/ John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer 




 


 


 


 





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	 	YORK CREDIT OPPORTUNITIES FUND, L.P.
	 	 
	 	/s/
John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer 




 


 


 


 





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	 	YORK SELECT, L.P.
	 	 
	 	/s/
John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer




 


 


 


 


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	 	YORK CREDIT OPPORTUNITIES INVESTMENTS MASTER FUND, L.P.
	 	 
	 	/s/
John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer




 


 


 


 





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	 	YORK EUROPEAN DISTRESSED 

CREDIT FUND II, L.P.
	 	 
	 	/s/
John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer 




 


 


 


 





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	 	YORK MULTI-STRATEGY MASTER FUND, L.P.
	 	 
	 	/s/
John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer 




 


 


 


 


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	 	YORK SELECT INVESTORS MASTER FUND, L.P.
	 	 
	 	/s/ John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer 




 


 


 


 





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	 	YORK SELECT MASTER FUND, L.P.
	 	 
	 	/s/
John J. Fosina
	 	Name: John J. Fosina
	 	Title:   Chief Financial Officer 




 


 


 


 





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	 	VALINOR CAPITAL PARTNERS SPV XIX, LLC
	 	 
	 	/s/
David Angstreich
	 	Name: David Angstreich 
	 	Title:   COO / CFO 




 


 


 


 


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	 	VALINOR CAPITAL PARTNERS SPV XXII, LLC
	 	 
	 	/s/
David Angstreich
	 	Name: David Angstreich
	 	Title:   COO / CFO 




 


 


 


 


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	 	VALINOR CAPITAL PARTNERS 

OFFSHORE MASTER FUND, L.P.
	 	 
	 	/s/
David Angstreich
	 	Name: David Angstreich
	 	Title:   COO / CFO 




 


 


 


 





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	 	VND PARTNERS, L.P.
	 	 
	 	/s/
David Angstreich
	 	Name: David Angstreich
	 	Title:   COO / CFO 







 


 


 


 





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	 	HALCYON ENERGY, POWER, AND INFRASTRUCTURE CAPITAL HOLDINGS, LLC
	 	By: Halcyon Capital Management LP, its Manager
	 	 
	 	/s/ John Freese
	 	Name: John Freese
	 	Title:   Authorized Signatory
	 	 
	 	/s/
Suzanne McDermott
	 	Name: Suzanne McDermott
	 	Title:   Chief Legal Officer, Chief Compliance Officer 




 


 


 


 





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	 	HALCYON MOUNT BONNELL FUND LP
	 	By: Halcyon Capital Management LP, its Manager
	 	 
	 	/s/ John Freese
	 	Name: John Freese
	 	Title:   Authorized Signatory
	 	 
	 	/s/ Suzanne McDermott
	 	Name: Suzanne McDermott
	 	Title:   Chief Legal Officer, Chief Compliance Officer 




 


 


 


 


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	 	HCN LP
	 	By: Halcyon Capital Management LP, its Manager
	 	 
	 	/s/ John Freese
	 	Name: John Freese
	 	Title:   Authorized Signatory
	 	 
	 	/s/ Suzanne McDermott
	 	Name: Suzanne McDermott
	 	Title:   Chief Legal Officer, Chief Compliance Officer 







 


 


 


 


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	 	FIRST SERIES OF HDML FUND I, LLC
	 	By: Halcyon Capital Management LP, its Manager
	 	 
	 	/s/ John Freese
	 	Name: John Freese
	 	Title:   Authorized Signatory
	 	 
	 	/s/ Suzanne McDermott
	 	Name: Suzanne McDermott
	 	Title:   Chief Legal Officer, Chief Compliance Officer 




 


 


 


 





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	 	GE OIL & GAS, LLC
	 	 
	 	/s/ Brian Cothran




 


 


 


 


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	 	RAYMOND EISBRENNER
	 	 
	 	/s/ Raymond Eisbrenner




 


 


 


 


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	 	RENÉ
    VAN VLIET
	 	 
	 	/s/ Rene Van Vliet




 


 


 


 


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	 	BENJAMIN ATKINS
	 	 
	 	/s/ Benjamin Atkins




 


 


 


 


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	 	KRYSTA DE LIMA
	 	 
	 	/s/ Krysta De Lima




 


 


 


 


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	 	SHAUN DAVISON
	 	 
	 	/s/ Shaun Davison




 


 


 


 


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	 	ALFONSO PUGA
	 	 
	 	/s/ Alfonso Puga




 


 


 


 


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	 	JAMES SPENCER
	 	 
	 	/s/ James Spencer




 


 


 


 


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	 	ERIC S. ROSENFELD
	 	 
	 	/s/ Eric S. Rosenfeld




 


 


 


 


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	 	DKU 2013, LLC
	 	 
	 	/s/ Jeffrey Moses
	 	Name: Jeffrey Moses
	 	Title:   Chief Operating Officer 




 


 


 


 


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	 	THE K2 PRINCIPAL FUND L.P.
	 	 
	 	/s/ Shawn Kimel
	 	Name: Shawn Kimel
	 	Title:   Managing Partner 




 


 


 


 


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	 	NPIC LIMITED
	 	 
	 	By its investment advisor, Polar Asset

Management Partners Inc.
	 	 
	 	/s/ Jennifer Schwartz
	 	Name: Jennifer Schwartz
	 	Title:   VP, Legal and Compliance 




 


 


 


 


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	 	COVALENT CAPITAL PARTNERS 

MASTER FUND, L.P.
	 	 
	 	/s/ William C. Stone, Jr.
	 	Name: William C. Stone, Jr.
	 	Title:   Authorized Signatory




 


 


 


 


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	 	HALCYON MASTER FUND L.P.
	 	 
	 	By: Halcyon Asset LLC, its General Partner
	 	 
	 	/s/
John Freese
	 	Name: John Freese
	 	Title:   Authorized Signatory
	 	 
	 	/s/ Suzanne McDermott
	 	Name: Suzanne McDermott
	 	Title:   Chief Legal Officer, 

Chief Compliance Officer 







 


 


 


 


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	 	CANTOR FITZGERALD & CO.
	 	 
	 	/s/ James Bond
	 	Name: James Bond
	 	Title:   Chief Operating Officer 




 


 


 


 


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	 	ROSENFELD CHILDREN’S SUCCESSOR TRUST
	 	 
	 	/s/
Eric S. Rosenfeld
	 	Name: Eric S. Rosenfeld
	 	Title:   Investment Manager 




 


 


 


 


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	 	DAVID
    D. SGRO
	 	 
	 	/s/
    David D. Sgro




 


 


 


 


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	 	GREGORY MONAHAN
	 	 
	 	/s/ Gregory Monahan




 


 


 


 


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	 	THOMAS KOBYLARZ
	 	 
	 	/s/ Thomas Kobylarz




 


 


 


 


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	 	JOHN SCHAUERMAN
	 	 
	 	/s/ John P. Schauerman




 


 


 


 


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	 	ADAM SEMLER
	 	 
	 	/s/ Adam Semler




 


 


 


 


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	 	LEONARD B. SCHLEMM
	 	 
	 	/s/ Leonard B. Schlemm




 


 


 


 


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	 	JOEL GREENBLATT
	 	 
	 	/s/ Joel Greenblatt




 


 


 


 


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	 	NEXPOINT CREDIT STRATEGIES FUND
	 	 
	 	/s/ Brian Mitts
	 	Name: Brian Mitts
	 	Title:   EVP, PFO and PAO 




 


 


 


 


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SCHEDULE
I


 


York
Capital Management, L.P.


 


York
Credit Opportunities Fund, L.P.


 


York
Select, L.P.


 


York
Credit Opportunities Investments Master Fund, L.P.


 


York
European Distressed Credit Fund II, L.P.


 


York
Multi-Strategy Master Fund, L.P.


 


York
Select Investors Master Fund, L.P.


 


York
Select Master Fund, L.P.


 


Valinor
Capital Partners SPV XIX, LLC


 


Valinor
Capital Partners SPV XXII, LLC


 


Valinor
Capital Partners Offshore Master Fund, L.P.


 


VND
Partners, L.P.


 


Halcyon
Energy, Power, and Infrastructure Capital Holdings, LLC


 


Halcyon
Mount Bonnell Fund LP


 


HCN
L.P.


 


FIRST
SERIES OF HDML Fund I, LLC


 


GE
Oil & Gas, LLC


 


Kathleen
Eisbrenner 


 


Raymond
Eisbrenner


 


René
van Vliet


 


Benjamin
Atkins


 


Krysta
De Lima


 


Shaun
Davison


 


Alfonso
Puga


 


JAMES
SPENCER


 


NEXPOINT
CREDIT STRATEGIES FUND


 


 


 


 


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SCHEDULE
II


 


Eric
S. Rosenfeld


 


DKU
2013, LLC


 


THE
K2 PRINCIPAL FUND L.P.


 


NPIC
LIMITED


 


COVALENT
CAPITAL PARTNERS MASTER FUND, L.P.


 


HALCYON
MASTER FUND L.P.


 


CANTOR
FITZGERALD & CO.


 


ROSENFELD
CHILDREN’S SUCCESSOR TRUST


 


David
D. Sgro


 


Gregory
Monahan


 


Thomas
Kobylarz


 


John
Schauerman


 


Adam
Semler


 


Leonard
B. Schlemm


 


Joel
Greenblatt


 


 


 


 


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