NextDecade Corporation announced that it has entered into a series C convertible preferred stock purchase agreement with new investor Tep Next Decade, LLC for private placement of 5,000 series C preferred shares at a price of $1,000 per share for gross proceeds of $5,000,000 on February 28, 2022. The company issued associated warrants at an exercise price of $0.01 per share in the transaction. The Company has the option to convert all, but not less than all, of the Series C Preferred Stock into shares of common stock, par value $0.0001 per share, at the conversion price set forth in the applicable Series C Stock Purchase Agreement on any date on which the volume weighted average trading price of shares of Common Stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the conversion price of the Company's Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, in each case subject to certain terms and conditions.

Of the 48,977 shares of Series C Preferred Stock that are outstanding following the closing of the transactions contemplated by the Series C Stock Purchase Agreement, 38,515 shares have a current Conversion Price of $2.9632, the 5,362 shares of Series C Preferred Stock held by investor prior to the Offering have a current Conversion Price of $5.6216, and the 5,100 shares of Series C Preferred Stock issued to investor pursuant to the Series C Convertible Preferred Stock Purchase Agreement have a current Conversion Price of $3.4056. In the event that the Company elects to convert the Series C Preferred Stock, the Company must also convert each series of then-issued and outstanding Parity Stock at the same time such forced conversion is permitted in accordance with the terms of and with respect to such Parity Stock. The Series C Preferred Stock accrues dividends on the Series C Liquidation Preference, which are cumulative and accrue at a rate of 12% per annum.

The shares of Series C Preferred Stock issued to TEP Next Decade were issued with detached warrants. The warrants represent the right to acquire in the aggregate a number of shares of common stock equal to approximately 7.1 basis points (0.071%) of all outstanding shares of common stock, measured on a fully diluted basis, on the exercise date for an exercise price of $0.01 per share. The warrants will have a fixed three-year term commencing on the closing date.

Investor received 100 shares of Series C preferred stock as an origination fee. The company will issue securities pursuant to exemption provided under Regulation D.