| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $ 0.0001 par value | 05/12/2018 | A | 4,002(3) | A | (3) | 11,065,824(4) | I | See footnotes(1)(2)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| Remarks: |
| Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of ten Reporting Persons. This Form 4 is filed by Designated Filer Halcyon Capital Management LP. |
| Halcyon Capital Management LP, By: /s/ Suzanne McDermott, Name: Suzanne McDermott, Title: Chief Compliance Officer | 05/15/2018 | |
| By: /s/ John Freese, Name: John Freese, Title: Deputy General Counsel | 05/15/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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Halcyon Capital Management, LP
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477 Madison Avenue, Eighth Floor
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New York, NY 10022
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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May 12, 2018
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Footnotes to Form 4
(1) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), Halcyon Mount Bonnell Fund LP (“Mount Bonnell”), Halcyon Solutions GP, LLC (“HS GP”), Halcyon Solutions Master Fund, LP (“HSM”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), HDML Asset LLC (“HDML Asset”), Halcyon Capital Management LP (“Halcyon Capital”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Bader.
(2) HCN GP is the general partner of HCN. HDML Asset is the investment member of HDML and the general partner of Mount Bonnell. HS GP is the general partner of HSM. Halcyon Capital is the investment manager for each of HEPI, Mount Bonnell, HCN, HDML and HSM. Investment decisions of Halcyon Capital are made by one or more of its portfolio managers, including Jason Dillow and Kevah Konner, each of whom has individual decision-making authority. John Bader is the CEO of Halcyon Capital. Avinash Kripalani is a Managing Principal at Halcyon Capital and serves on the board of directors of the Issuer as Halcyon’s representative.
(3) Represents: 374 shares payable to HSM; 2,483 shares payable to HCN; and 1,145 shares payable to HDML, in each case, by the Issuer as the backstop fee pursuant to that certain Backstop Agreement, dated April 11, 2018, by and between Halcyon Capital and the Issuer entered into in connection with a private offering by the Issuer of convertible preferred equity and warrants.
(4) Represents 2,054,637 shares directly held by HEPI (including 313,288 shares issuable pursuant to the that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”) upon the satisfaction of certain milestones), 4,810,166 shares directly held by HCN (including 730,789 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 3,116,338 shares held directly held by Mount Bonnell (including 475,160 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 756,902 shares directly held by HDML (including 114,176 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 327,782 shares directly held by HSM.
(5) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its, his or her pecuniary interest.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Capital Management LP
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Address of Joint Filer:
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
Halcyon Capital Management LP
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 1 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HCN LP
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer: Halcyon Capital Management LP
Signature:
HCN LP
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 2 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HCN GP LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer: Halcyon Capital Management LP
Signature:
HCN GP LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 3 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Mount Bonnell Fund LP
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
Halcyon Mount Bonnell Fund LP
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 4 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Solutions Master Fund, LP
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
Halcyon Solutions Master Fund, LP
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 5 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Solutions GP, LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
Halcyon Solutions GP, LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 6 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Halcyon Energy, Power & Infrastructure Capital Holdings LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 7 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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First Series of HDML Fund I LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
First Series of HDML Fund I, LLC
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 8 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HDML Asset LLC
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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510 Madison Avenue, 25th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
HDML Asset LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Deputy General Counsel
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May 15, 2018
Date
Page 9 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Avinash Kripalani
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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/s/ Avinash Kripalani
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Name:
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Avinash Kripalani
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May 15, 2018
Date
Page 10 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Kevah Konner
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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/s/ Kevah Konner
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Name:
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Kevah Konner
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Title:
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Portfolio Manager
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May 15, 2018
Date
Page 11 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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John Bader
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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/s/ John Bader
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Name:
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John Bader
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Title:
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CEO
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May 15, 2018
Date
Page 12 of 13
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Jason Dillow
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Address of Joint Filer:
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c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 12, 2018
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Designated Filer:
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Halcyon Capital Management LP
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Signature:
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/s/ Jason Dillow
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Name:
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Jason Dillow
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Title:
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Portfolio Manager
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May 15, 2018
Date
Page 13 of 13