13D Filing: Valinor Management LLC and Nextdecade Corp. (NEXT)

(c) None of the Reporting Persons have effected any transaction in the Shares in the 60 days prior to filing this Amendment No. 1.

(d) To the knowledge of the Reporting Persons, no person other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on this Statement.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The responses to Item 4 and Item 5 are incorporated herein by reference. Item 6 is further supplemented and amended as follows:

Lock-up Agreements Release Letter

Pursuant to a lock-up release letter from the Issuer dated October 16, 2017, which is attached hereto as Exhibit 10.6, the Issuer released one percent (1%) of the Shares held by the Reporting Persons, which is equal to 195,201 Shares, from the transfer restrictions contained in the lock-up agreements between the Issuer and such Reporting Persons, dated July 24, 2017, for the purpose of assisting the Issuer in its plan to regain compliance with Nasdaq Listing Rules.

Item 7.

Material to Be Filed as Exhibits

Item 7 is amended and supplemented as follows:

10.6*

Lock-Up Agreement Release Letter, dated October 16, 2017

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* Filed herewith.