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The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under

any statute, provision of the Registrant’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or

otherwise.

Under Section 6.1 of our Bylaws, the Company shall indemnify and provide advancement to any current or former director or officer of the Company

(the “Indemnitee”) against any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism,

investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding (as such term is more specifically defined in

Section 6.7(c) of our Bylaws, the “Proceeding”) to the fullest extent permitted by law, as such may be amended from time to time. The Company

shall indemnify such Indemnitee against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by

him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a

manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding,

had no reasonable cause to believe Indemnitee’s conduct was unlawful.

On the Closing Date, the Company completed the Business Combination. In connection with the Business Combination, the Company has agreed

that it will indemnify, defend and hold harmless Harmony Merger Corp. and NextDecade, LLC and their respective representatives, successors and

permitted assigns (the “Parent Indemnitees”) from and against losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs

and expenses (as such term is more specifically defined in Section 9.1(b) of the Merger Agreement, “Losses”) asserted against, resulting to, imposed

upon, or incurred by any Parent Indemnitee, arising out of or resulting from, with limitation, (i) the inaccuracy or breach of any representation or

warranty given by the Blocker Companies or NextDecade, LLC in the Merger Agreement, (ii) the non-fulfillment or breach of any covenant or

agreement of the Blocker Companies or NextDecade, LLC in the Merger Agreement, and (iii) the activities of the Blocker Companies or the Blocker

Merger.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.

The exhibit index attached hereto is incorporated herein by reference.

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent

post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set

forth in the Registration Statement.

Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would

not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be

reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent

no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective

Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement

or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in

a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to

Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement, or is contained in a form

of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 26

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