Series A Convertible Preferred Stock Purchase Agreement, dated as of August 3, 2018, entered into by and between NextDecade Corporation and Halcyon Capital Management LP, severally on behalf of certain funds or accounts managed by it or its affiliates

1.

Sale and Issuance of Convertible Preferred Stock. Pursuant to the Purchaser’s obligation and commitments contained in Section 2.3 of the Backstop Agreement, the Purchaser hereby purchases, and in consideration of one million six hundred forty-seven thousand eight hundred seventy dollars ($1,647,870) (the “Purchase Price”) payable by the Purchaser to the Company, the Company hereby agrees to sell and issue to the Purchaser one thousand six hundred forty-seven (1,647) shares of Convertible Preferred Stock (the “Purchased Shares”), which include associated Warrants.  The Parties acknowledge and agree that the Purchased Shares, which include associated Warrants, will be sold and issued to the Purchaser subject to and in accordance with the Backstop Agreement. 

2.

The Closing. The closing (the “Closing”) of the purchase and sale of the Purchased Shares, which included associated Warrants, shall occur on August 9, 2018 (the “Closing Date”) at the offices of King & Spalding LLP, 1100 Louisiana Street, Houston, Texas 77002 or such other place as the Parties mutually agree.  The Parties agree that the Closing may occur via delivery of facsimiles or photocopies of the applicable Offering Documents. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

3.

Actions at the Closing. At or prior to the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions:

4.

Convertible Preferred Stock Certificates. The Company shall deliver to the Purchaser as promptly as practicable after the Closing true, correct and complete certificates representing the Purchased Shares and the Origination Fee as set forth in Exhibit B attached hereto, duly authorized by all requisite corporate action on the part of the Company, together with all instruments of transfer in respect of the Purchaser’s interests in such certificates, and in the form required by the Certificate of Designations or any other documentation relating to the securities.

5.

Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that its representations and warranties made in Section 3 of the Backstop Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) with the same force and effect as if made at and as of the Closing Date.

6.

Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company that its representations and warranties made in Section 4 of the Backstop Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) with the same force and effect as if made at and as of the Closing Date. 

7.

Limitations on Transfer. The Parties acknowledge and agree that the Purchased Shares (including any shares of Convertible Preferred Stock issued in respect of dividends payments thereon) are non-transferrable, and shall not be transferred by the Purchaser to any other Person, except to: (i) any Affiliate of the Purchaser, or (ii) one or more other third parties with the consent of the Company, which shall not be unreasonable withheld or delayed.

8.

Miscellaneous.