Page 9 of 12 – SEC Filing
CEO Employment Agreement Amendment
Effective as of the Closing, the employment agreement of Kathleen Eisbrenner, the Chief Executive Officer of the Issuer (the “CEO”) was amended, including with respect to a letter agreement with York Capital, to, among other things, reflect the effects of the Merger, including the conversion of the membership interests of NextDecade, LLC into Shares. Pursuant to the letter amendment, at Closing, a portion of the merger consideration allocated to the York Funds was deposited into an escrow account, and additional Shares may be deposited in such escrow account in connection with the issuance of additional Shares pursuant to Section 2.11 of the Merger Agreement. Such escrowed Shares may be required to be transferred to the CEO upon the satisfaction of certain milestones.
References to, and descriptions of, the letter agreement, as amended, and the related employment agreement of the CEO, set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of the agreements, which are incorporated herein by reference to Exhibits 10.4-10.6 from the Current Report on Form 8-K filed by the Issuer on July 28, 2017.
| Item 7. | Material to Be Filed as Exhibits |
| 2.1 | Merger Agreement, dated as of April 17, 2017 (incorporated by reference herein from Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by NextDecade Corporation (f/k/a Harmony Merger Corp.) on April 18, 2017 (SEC File No. 001-36842)). |
| 10.1 | Registration Rights Agreement (incorporated by reference herein from Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by NextDecade Corporation on July 28, 2017 (SEC File No. 001-36842).) |
| 10.2* | Lock-Up Agreement (York Capital Management), dated July 24, 2017 |
| 10.3* | Lock-Up Agreement (York Credit Opportunities), dated July 24, 2017 |
| 10.4* | Lock-Up Agreement (York Credit Op. Investment), dated July 24, 2017 |
| 10.5* | Lock-Up Agreement (York European Distressed), dated July 24, 2017 |
| 10.6* | Lock-Up Agreement (York Multi-Strategy), dated July 24, 2017 |
| 10.7* | Lock-Up Agreement (York Select Investors), dated July 24, 2017 |
| 10.8* | Lock-Up Agreement (York Select Master), dated July 24, 2017 |
| 10.9* | Lock-Up Agreement (York Select), dated July 24, 2017 |
| 10.10 | Employment Agreement, dated May 20, 2015 (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer on July 28, 2017 (SEC File No. 001-36842).) |
| 10.11 | Letter Agreement with Kathleen Eisbrenner, dated November 13, 2015 (incorporated by reference from Exhibit 10.6 to the Current Report on Form 8-K filed by the Issuer on July 28, 2017 (SEC File No. 001-36842).) |
| 10.12 | Amendment, dated as of April 17, 2017 (incorporated by reference from Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer on July 28, 2017 (SEC File No. 001-36842).) |
* Filed herewith.
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