| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | NEXT | Common Stock | 30.1M | Jul 12, 2023 | See Footnote | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Represents 8,026,165 shares of common stock issued to Global LNG North America Corp. ("GLNG NA") on June 14, 2023 in connection with the first closing pursuant to the common stock purchase agreement, dated June 13, 2023 (the "Stock Purchase Agreement"), between NextDecade Corporation (the "Issuer") and GLNG NA, and (ii) 22,072,103 shares of common stock (the "Tranche 2 Shares") to be issued to GLNG NA in connection with the second closing pursuant to the Stock Purchase Agreement, which is expected to occur shortly after the conversion of the Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Convertible Preferred Stock"), which was triggered on July 12, 2023 pursuant to the Certificates of Designations for such Convertible Preferred Stock and is expected to occur on July 26, 2023. |
| F2 | Because all of the material conditions under the Stock Purchase Agreement for the Reporting Persons' (as defined below) acquisition of the Tranche 2 Shares have been satisfied, the Reporting Persons are deemed to beneficially own the Tranche 2 Shares as of July 12, 2023 as a result of the Reporting Persons' right to acquire beneficial ownership of such Tranche 2 Shares within sixty days. |
| F3 | The securities reported herein are or will be held directly by GLNG NA, which is a wholly owned subsidiary of TotalEnergies Delaware, Inc. ("TotalEnergies Delaware"), which is a wholly owned subsidiary of TotalEnergies Holdings USA, Inc. ("TotalEnergies Holdings USA"), which is a wholly owned subsidiary of TotalEnergies Gestion USA SARL ("TotalEnergies Gestion USA"), which is a wholly owned subsidiary of TotalEnergies SE (collectively with GLNG NA, TotalEnergies Delaware, TotalEnergies Holdings USA and TotalEnergies Gestion USA, the "Reporting Persons"). As a result, each of the Reporting Persons may be deemed to beneficially own the securities reported herein. |
Pursuant to the Purchaser Rights Agreement, dated as of June 14, 2023, between the Issuer and GLNG NA, GLNG NA will have the right to designate a director to the Issuer's board of directors following the second closing pursuant to the Stock Purchase Agreement and, therefore, each of the Reporting Persons may each be deemed a "director by deputization" of the Issuer.