BKV / BKV Corporation - Документы SEC, Годовой отчет, Доверенное заявление

Second Amendment to Credit Agreement, dated as of May 6, 2025 among BKV Corporation, BKV Upstream Midstream, LLC, Citibank, N.A., and the Lenders party thereto.

Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 6, 2025, is among BKV UPSTREAM MIDSTREAM, LLC, a Delaware limited liability company (the “Borrower”), BKV CORPORATION, a Delaware corporation (“Holdings”), each other Credit Party party hereto, each of the Lenders party hereto (including the Additional Le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42282 BKV CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 12, 2025 BKV CORPORATION (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 12, 2025 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File Nu

y Agreement of BKV dCarbon Project, LLC dated as of May 8, 2025 by BKV dCarbon Ventures, LLC and C Squared Solutions,

Exhibit 10.2 EXECUTION VERSION CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS NOT MATERIAL AND PRIVATE OR CONFIDENTIAL LIMITED LIABILITY COMPANY AGREEMENT among BKV dCARBON PROJECT, LLC; BKV CORPORATION; and THE MEMBERS NAMED HEREIN dated as of May 8, 2025 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE

BKV Corporation Condensed Consolidated Balance Sheets ($ thousands)

Exhibit 99.1 BKV Corporation Reports Second Quarter 2025 Financial and Operational Results, Updated 2025 Guidance, Strategic Barnett Shale Acquisition, and Carbon Sequestered Gas Deal DENVER, Colorado – August 12, 2025 – BKV Corporation (“BKV” or the “Company”) (NYSE: BKV), today reported financial and operational results for the second quarter of 2025 and updated guidance for the third quarter an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2025 BKV CORPORATION (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2025 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File Numb

among BKV Corporation, BKV Upstream Midstream, LLC, Citibank, N.A., and the Lenders party thereto.

Exhibit 10.4 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 6, 2025, is among BKV UPSTREAM MIDSTREAM, LLC, a Delaware limited liability company (the “Borrower”), BKV CORPORATION, a Delaware corporation (“Holdings”), each other Credit Party party hereto, each of the Lenders party hereto (including the Additional Le

BKV Corporation Condensed Consolidated Balance Sheets ($ thousands, except per share amounts)

Exhibit 99.1 BKV Corporation Reports First Quarter 2025 Financial and Operational Results DENVER, Colorado – May 9, 2025 – BKV Corporation (NYSE: BKV) (“BKV” or the “Company”), today reported financial and operational results for the first quarter of 2025, including guidance for the second quarter of 2025. First Quarter and Subsequent Highlights •Announced a joint venture agreement with Copenhagen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42282 BKV CORPOR

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2025 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File Number

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2025 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File Number

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Clawback Policy of BKV Corporation.

Exhibit 97.1 BKV CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe circumstances in which the Company will recover Erroneously Awarded Compensation and the process for such recovery. This Policy is intended to comply with (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified i

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2024 (

Exhibit 99.2 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2024 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM C

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2024 (SEC Pricing) (Total Company Assets).

Exhibit 99.1 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2024 /s/ Stephen E. Gardner, P.E. Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERE

List of Subsidiaries of BKV Corporation.

Exhibit 21.1 SIGNIFICANT SUBSIDIARIES OF BKV CORPORATION As of December 31, 2024 The following subsidiaries are deemed “significant subsidiaries” pursuant to Item 601(b)(21) of Regulation S-K: Name State or Other Jurisdiction of Incorporation or Organization BKV Barnett, LLC Delaware BKV Chelsea, LLC Delaware BKV dCarbon Barnett Zero, LLC Delaware BKV dCarbon High West, LLC Delaware BKV dCarbon La

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42282 BKV CORPORATION

Insider Trading Policies and Procedures.

Exhibit 19.1 BKV CORPORATION INSIDER TRADING POLICY Effective: September 26, 2024 This Insider Trading Policy (this “Policy”) applies to all directors, officers and employees of BKV Corporation and its subsidiaries (collectively, the “Company”) and their immediate family members (all such persons are referred to as “Insiders”). This Policy applies to all trading or other transactions in the Compan

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the end of the period covered by the most recent Annual Report on Form 10-K of BKV Corporation (“BKV,” “we,” “us,” “our” or the “Company”), BKV has one class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”): its common stock, $0.0

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 26, 2025 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File

BKV Corporation Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 BKV Corporation Reports Fourth Quarter and Full Year 2024 Results DENVER, Colorado – February 26, 2025 - BKV Corporation (NYSE: BKV) (“BKV” or the “Company”), today reported financial and operational results for the fourth quarter and full year 2024, as well as provided guidance for 2025. Fourth Quarter 2024 Highlights •Adjusted Net Income of $0.8 million, or $0.01 per diluted share •

John T. Jimenez to Retire After Distinguished Career in the Industry; BKV Names David Tameron Chief Financial Officer

Exhibit 99.1 John T. Jimenez to Retire After Distinguished Career in the Industry; BKV Names David Tameron Chief Financial Officer DENVER, Colorado – February 3, 2025 – BKV Corporation (NYSE: BKV) (“BKV” or the “Company”) announced today that John T. Jimenez, who has served as Chief Financial Officer since 2021, will retire effective May 15, 2025, after a distinguished tenure with the Company. The

Amended and Restated Employment Agreement, dated as of February 3, 2025, between BKV Corporation and Eric S. Jacobsen.

Exhibit 10.3 BKV CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is effective as of the 3rd day of February, 2025 (“Effective Date”), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware Corporation (hereinafter referred to as “Employer” or “Company”), and Eric Jacobsen (hereinafter refer

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 3, 2025 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File N

, dated as of February 3, 2025

Exhibit 10.2 BKV CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 3rd day of February, 2025, to be effective as of the 1st day of April, 2025 (“Effective Date”), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware Corporation (hereinafter referred to as “Employer” or “Company”), and David R. Tameron (her

, dated as of February 3, 2025

Exhibit 10.1 TRANSITION AND MUTUAL SEPARATION AGREEMENT The following is a Transition and Mutual Separation Agreement (“Agreement”) entered into on February 3, 2025, by and between John T. Jimenez (“Employee”) and BKV Corporation on behalf of itself, its past and present owners, shareholders, officers, directors, employees, agents, parent companies, subsidiaries, predecessors, successors and assig

Power of Attorney for BOG (filed herewith).

EX-99.3 4 exhibit993-powerofattorney.htm EX-99.3 Exhibit 99.3 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Lindsay Larrick, Kathleen Lenox and Maureen Carroll, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority to: (1) prepare, execute, deliver and file for and on behalf of the undersign

Joint Filing Agreement, dated as of November 8, 2024, by and among the Reporting Persons (filed herewith).

EX-99.1 2 exhibit991-jointfilingagre.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regu

Power of Attorney for BNAC (filed herewith).

EX-99.4 5 exhibit994-powerofattorney.htm EX-99.4 Exhibit 99.4 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Lindsay Larrick, Kathleen Lenox and Maureen Carroll, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority to: (1) prepare, execute, deliver and file for and on behalf of the undersign

Power of Attorney for Banpu (filed herewith).

EX-99.2 3 exhibit992-powerofattorney.htm EX-99.2 Exhibit 99.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Lindsay Larrick, Kathleen Lenox and Maureen Carroll, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority to: (1) prepare, execute, deliver and file for and on behalf of the undersign

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42282 BKV CO

BKV / BKV Corporation / Banpu North America Corp. - SC 13G Passive Investment

SC 13G 1 a3q2024sc13g11132024.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BKV CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05603J 108 (CUSIP Number) September 25, 2024 (Date of Event Which Requires Filing of This Statement) Check the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 12, 2024 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File

BKV CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)

Exhibit 99.1 BKV Corporation Reports Third Quarter 2024 Financial and Operational Results DENVER, Colorado – November 12, 2024 - BKV Corporation (NYSE: BKV) (“BKV” or the “Company”), today reported financial and operational results for the third quarter of 2024, its first earnings report as a publicly traded company. Third Quarter 2024 Highlights •Completed initial public offering of 15,000,000 sh

Form of Director and Officer Indemnity Agreement.

Exhibit 10.9 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”), dated [             ], 202[ ], is by and between BKV Corporation, a Delaware corporation (the “Company”), and [             ] (“Indemnitee”). WHEREAS, it is essential to the Company and its mission to retain and attract as officers and directors the most capable persons available; WHEREAS, both the Company and In

15,000,000 Shares BKV Corporation Common Stock

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(4)  Registration No. 333-268469 PROSPECTUS 15,000,000 Shares BKV Corporation Common Stock This is the initial public offering of common stock of BKV Corporation, a Delaware corporation. Prior to this offering, there has been no public market for our common stock. We have been approved to list our common stock on the New York Stock Exchange (“NYSE”)

Second Amended and Restated Certificate of Incorporation of BKV Corporation.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BKV CORPORATION BKV Corporation, a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.            The present name of the corporation is BKV Corporation. The corporation was incorpor

Time Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (CEO).

Exhibit 10.4 Final Time Restricted Stock Unit Award Notice (CEO) BKV CORPORATION TIME RESTRICTED STOCK UNIT AWARD NOTICE 2024 EQUITY AND INCENTIVE COMPENSATION PLAN BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant the number of Restricted Stock Units (as

Time Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Non-CEO Employee).

Exhibit 10.6 Final Time Restricted Stock Unit Award Notice (Employee) BKV CORPORATION TIME RESTRICTED STOCK UNIT AWARD NOTICE 2024 EQUITY AND INCENTIVE COMPENSATION PLAN BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant the number of Restricted Stock Units

Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Director).

Exhibit 10.8 Final Restricted Stock Unit Award Notice (Director) BKV CORPORATION RESTRICTED STOCK UNIT AWARD NOTICE 2024 EQUITY AND INCENTIVE COMPENSATION PLAN BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant the number of Restricted Stock Units (as defin

Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Non-CEO Employee).

Exhibit 10.7 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Final Performance-based Restricted Stock Unit Award Notice (Employee) BKV CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWAR

BKV CORPORATION ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING

Exhibit 99.1 BKV CORPORATION ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING DENVER, September 25, 2024 – BKV Corporation (“BKV”) today announced the pricing of its initial public offering of 15,000,000 shares of its common stock at $18.00 per share. The underwriters will have a 30-day option to purchase an additional 2,250,000 shares from BKV at the initial public offering price, less underwriting d

BKV Corporation Employee Stock Purchase Plan, effective as of September 25, 2024.

Exhibit 4.5 BKV CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1.            Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to acquire a proprietary interest in the Company through the purchase of Common Shares. The Company intends for the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordin

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 25, 2024 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-42282 85-0886382 (State or other jurisdiction of incorporation) (Commission File

BKV Corporation 2024 Equity and Incentive Compensation Plan (the “2024 Plan”).

Exhibit 10.3 Final BKV Corporation 2024 EQUITY and INCENTIVE Compensation PLAN 1.            Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2.            Definitions. As used in this Plan: (a)            “App

Stockholders’ Agreement, dated September 27, 2024, by and between BKV Corporation and Banpu North America Corporation.

Exhibit 10.1 Execution Version STOCKHOLDERS’ AGREEMENT DATED AS OF SEPTEMBER 27, 2024 BETWEEN BKV CORPORATION AND BANPU NORTH AMERICA CORPORATION TABLE OF CONTENTS Page Article I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 Article II CORPORATE GOVERNANCE MATTERS 5 2.1 Election of Directors 5 2.2 Chairman of the Board 6 2.3 Amendment of Certificate of Incorporation and Bylaws 6 2.

Second Amended and Restated Bylaws of BKV Corporation.

Exhibit 3.2 Final SECOND AMENDED AND RESTATED BYLAWS OF BKV CORPORATION Date of Adoption: September 27, 2024 ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of BKV Corporation (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offic

As filed with the Securities and Exchange Commission on September 27, 2024

As filed with the Securities and Exchange Commission on September 27, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) BKV Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate (3) Amount of Registration Fee Equity Common stock, par value $0.

Underwriting Agreement, dated as of September 25, 2024, by and among BKV Corporation and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version 15,000,000 Shares BKV CORPORATION Common Stock UNDERWRITING AGREEMENT September 25, 2024 Citigroup Global Markets Inc. Barclays Capital Inc., As Representatives of the Several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1.      

Amended and Restated Tax Sharing Agreement, dated September 27, 2024, by and between BKV Corporation and Banpu North America Corporation.

Exhibit 10.2 Execution Version AMENDED AND RESTATED TAX SHARING AGREEMENT AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”), made as of September 27, 2024, by and between (i) Banpu North America Corporation, a Delaware corporation (“BNAC”), and (ii) BKV Corporation, a Delaware corporation (“Banpu Sub”). WHEREAS, BNAC is the common parent of an affiliated group (within the meaning of Se

Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (CEO).

Exhibit 10.5 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Final Performance-based Restricted Stock Unit Award Notice (CEO) BKV CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BKV Corporation (Exact name of registrant as sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BKV Corporation (Exact name of registrant as specified in its charter) Delaware 85-0886382 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1200 1

[Signature Page Follows]

September 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BKV CORPORATION 1200 17th Street, Suite 2100 Denver, CO 80202

BKV CORPORATION 1200 17th Street, Suite 2100 Denver, CO 80202 September 23, 2024 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on September 20, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 20, 2024 Registration No.

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 September 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

S-1/A

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) BKV Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

CORRESP

AsfiledwiththeSecuritiesandExchangeCommissiononSeptember[•],2024 RegistrationNo.333-268469 UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 AMENDMENTNO.14 TO FORMS-1 REGISTRATIONSTATEMENT UNDER THESECURITIESACTOF1933 BKVCORPORATION (Exact nameof registrantasspecifiedinitscharter) Delaware (Stateorotherjurisdiction of incorporationor organization) 1311 (PrimaryStandardIndustrial Cl

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 September 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 September 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Underwriting Agreement

Exhibit 1.1 [ · ] Shares BKV CORPORATION Common Stock UNDERWRITING AGREEMENT [ · ], 2024 Citigroup Global Markets Inc., Barclays Capital Inc. As Representatives of the Several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1.             Introductory. BKV Corpo

As filed with the Securities and Exchange Commission on September 9, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

Form of Underwriting Agreement

Exhibit 1.1 [ · ] Shares BKV CORPORATION Common Stock UNDERWRITING AGREEMENT [ · ], 2024 Citigroup Global Markets Inc., Barclays Capital Inc. As Representatives of the Several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1.             Introductory. BKV Corpo

As filed with the Securities and Exchange Commission on August 28, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 28, 2024 Registration No.

Form of Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Director)

Exhibit 10.17 Restricted Stock Unit Award (Director) BKV CORPORATION RESTRICTED STOCK UNIT AWARD NOTICE 2024 EQUITY AND INCENTIVE COMPENSATION PLAN BKV Corporation, a Delaware corporation (the “Company”), pursuant to its 2024 Equity and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the Participant the number of Restricted Stock Units (as defined in the Pl

Form of Time Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (CEO)

Exhibit 10.15 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Notice (CEO) BKV CORPORATION TIME RESTRICTED S

Form of BKV Corporation 2024 Equity and Incentive Compensation Plan (the “2024 Plan”)

Exhibit 10.14 BKV Corporation FORM OF 2024 EQUITY and INCENTIVE Compensation PLAN 1.            Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance.    2.            Definitions. As used in this Plan: (a)          

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 August 28, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Time Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2024 Plan (Non-CEO Employee)

Exhibit 10.16 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Notice (Employee) BKV CORPORATION TIME RESTRIC

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2023 (NYMEX Strip Pricing) (Total Company Assets)

Exhibit 99.15 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2023 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULT

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2023 (SEC Pricing) (Total Company Assets)

Exhibit 99.14 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY    PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEE

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (Chelsea Assets)

Exhibit 99.7 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of December 31, 2021 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEER

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (BKV Assets)

Exhibit 99.8 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of December 31, 2021 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY    PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERI

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (North Texas Assets)

Exhibit 99.13 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests NORTH TEXAS ASSETS SEC Parameters As of December 31, 2022 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS RE

As filed with the Securities and Exchange Commission on August 12, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2024 Registration No.

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (Chaffee Corners Assets)

Exhibit 99.10 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2022 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (Barnett Assets)

Exhibit 99.5 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2021 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS TBPELS REGIS

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (Chaffee Corners Assets)

Exhibit 99.6 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2021 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS TBPE

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (BKV Assets)

Exhibit 99.12 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BKV ASSETS SEC Parameters As of December 31, 2022 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (Chelsea Assets)

Exhibit 99.11 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests CHELSEA ASSETS SEC Parameters As of December 31, 2022 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGIST

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (Barnett Assets)

Exhibit 99.9 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2022 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY    PETROLEUM CONSULTANTS TBPELS REGI

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 August 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2023 (SEC Pricing) (Total Company Assets)

Exhibit 99.14 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 /s/ Stephen E. Gardner, P.E. Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORPORATION TABLE

As filed with the Securities and Exchange Commission on July 5, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 5, 2024 Registration No.

List of Subsidiaries of BKV Corporation

Exhibit 21.1 List of Subsidiaries of BKV Corporation Name State or Other Jurisdiction of Incorporation or Organization BKV Barnett, LLC Delaware BKV Chelsea, LLC Delaware BKV dCarbon Barnett Zero, LLC Delaware BKV dCarbon High West, LLC Delaware BKV dCarbon Las Tiendas, LLC Delaware BKV dCarbon Temple, LLC Delaware BKV dCarbon Ventures, LLC Delaware BKV High West Sequestration, LLC Delaware BKV Mi

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2023 (NYMEX Strip Pricing) (Total Company Assets)

Exhibit 99.15 BKV CORPORATION Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2023 /s/ Stephen E. Gardner, P.E. Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No, F-1580 RYDER SCOTT COMPANY PETROLEUM C

Agreement of Sale and Purchase of Membership Interests, dated May 13, 2024, between BKV Corporation and Sabre Energy Development LLC

Exhibit 2.4 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Execution Version Agreement of Sale and Purchase of Membership Interests BKV Corporation as Seller and Sabre Energy Development LLC

Credit Agreement dated as of June 11, 2024 among BKV Corporation, BKV Upstream Midstream, LLC, Citibank, N.A., and the Lenders party thereto

  Exhibit 10.44     CREDIT AGREEMENT   dated as of June 11, 2024   among   BKV CORPORATION, as Holdings,   BKV UPSTREAM MIDSTREAM, LLC, as the Borrower,   CITIBANK, N.A., as Administrative Agent,   and   The Lenders Party Hereto       CITIBANK, N.A., BARCLAYS BANK PLC KEYBANC CAPITAL MARKETS INC. MIZUHO BANK, LTD. CITIZENS BANK, N.A. SUMITOMO MITSUI BANKING CORPORATION TRUIST SECURITIES, INC. and

Employment Agreement, effective October 9, 2023, between BKV Corporation and Mary Rita Valois

  Exhibit 10.42   BKV CORPORATION   EMPLOYMENT AGREEMENT     This Employment Agreement (the “Agreement”) is effective as of the nineth day of October, 2023 (“Effective Date”), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware corporation (hereinafter referred to as “Employer” or “Company”), and Mary Rita Valois (hereinafter referred to as “Employee” or “y

Letter Agreement Regarding Limited Waivers to Revolving Credit Agreement, dated as of December 26, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

EX-10.43 4 tm2217921d33ex10-43.htm EXHIBIT 10.43 Exhibit 10.43 Execution Version BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 December 26, 2023 Bangkok Bank Public Company Limited, New York Branch 29 Broadway, 19th Floor New York, New York 10016 Attn: Thitipong Prasertsilp -and- Sidley Austin LLP 1000 Louisiana Street Suite 5900 Houston, TX 77002 Attn: Quan Q. Lu RE: Letter Agreem

First Amendment to Amended and Restated Certificate of Incorporation of BKV Corporation, as currently in effect

Exhibit 3.5 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BKV CORPORATION”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF OCTOBER, A.D. 2023, AT 3:14 O’CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AM

As filed with the Securities and Exchange Commission on January 12, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.

Fourth Amendment, dated September 29, 2023, to Credit Agreement, dated June 16, 2022 and as amended on November 11, 2022, June 16, 2023 and July 18, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.40 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH Amendment to Credit Agreement (this “Amendment”), dated as of September 29, 2023, is entered into among BKV Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bangkok Bank Public Company Limited, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). RE

Form of Second Amended and Restated Bylaws of BKV Corporation, to be in effect upon completion of this offering

Exhibit 3.4 FORM OF SECOND AMENDED AND RESTATED BYLAWS OF BKV CORPORATION Date of Adoption: [ ], 2023 Article I Offices Section 1.01 Registered Office. The registered office and registered agent of BKV Corporation (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in s

As filed with the Securities and Exchange Commission on October 6, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 6, 2023 Registration No.

Amended and Restated Bylaws of BKV Corporation, as currently in effect

  Exhibit 3.2   AMENDED AND RESTATED BYLAWS   OF   BKV CORPORATION   (Adopted on September 12, 2023)       TABLE OF CONTENTS   ARTICLE I - DEFINITIONS 3       ARTICLE II - STOCKHOLDERS 5       Section 1. Annual Meeting 5 Section 2. Special Meetings 5 Section 3. Venue of Meetings 5 Section 4. Notice of Meetings 6 Section 5. Quorum 6 Section 6. Organization 7 Section 7. Conduct of Business 7 Section

Fourth Amendment, dated September 29, 2023, to Revolving Credit Agreement, dated August 24, 2022 and as amended on November 11, 2022, June 16, 2023 and July 18, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.41 Execution Version FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This FOURTH Amendment to REVOLVING Credit Agreement (this “Amendment”), dated as of September 29, 2023, is entered into among BKV Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bangkok Bank Public Company Limited, New York Branch, as administrative agent (in such capacity, the “Admini

Power of Attorney for Kirana Limpaphayom

Exhibit 24.3 BKV CORPORATION POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Christopher P. Kalnin and Lindsay B. Larrick, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments,

Ryder Scott Company, L.P., Summary of Reserves at June 30, 2023 (NYMEX Strip Pricing) (Total Company Assets)

Exhibit 99.15 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests TOTAL COMPANY ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of June 30, 2023 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, LP. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS July 12,

Letter Agreement Regarding Limited Waivers to Revolving Credit Agreement, dated as of July 6, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.37 Execution Version BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 July 6, 2023 Bangkok Bank Public Company Limited, New York Branch 29 Broadway, 19th Floor New York, New York 10016 Attn: Thitipong Prasertsilp -and- Sidley Austin LLP 1000 Louisiana Street Suite 5900 Houston, TX 77002 Attn: Quan Q. Lu RE: Letter Agreement Regarding Limited Waivers to Revolving Credit Agre

Third Amendment, dated July 18, 2023, to Revolving Credit Agreement, dated August 24, 2022 and as amended on November 11, 2022 and June 16, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.39 Execution Version THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 18, 2023, is entered into among BKV CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrativ

Ryder Scott Company, L.P., Summary of Reserves at June 30, 2023 (SEC Pricing) (Total Company Assets)

Exhibit 99.14 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests TOTAL COMPANY ASSETS SEC Parameters As of June 30, 2023 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, LP. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS June 23, 2023 BKV Corp. 1200 17th Street,

List of Subsidiaries of BKV Corporation

Exhibit 21.1 List of Subsidiaries of BKV Corporation Name State or Other Jurisdiction of Incorporation or Organization BKV Barnett, LLC Delaware BKV-BPP Cotton Cove, LLC Delaware BKV Chaffee Corners, LLC Delaware BKV Chelsea, LLC Delaware BKV dCarbon Barnett Zero, LLC Delaware BKV dCarbon High West, LLC Delaware BKV dCarbon Temple, LLC Delaware BKV dCarbon Ventures, LLC Delaware BKVerde, LLC Delaw

Third Amendment, dated July 18, 2023, to Credit Agreement, dated June 16, 2022 and as amended on November 11, 2022 and June 16, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.38 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 18, 2023, is entered into among BKV CORPORATION, a Delaware corporation (the “ Borrower”), the LENDERS party hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”). RECITALS

As filed with the Securities and Exchange Commission on September 12, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 12, 2023 Registration No.

Form of BKV Corporation 2022 Equity and Incentive Compensation Plan (the “2022 Plan”)

Exhibit 10.14 BKV Corporation FORM OF 2022 EQUITY and INCENTIVE Compensation PLAN 1.            Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance.    2

As filed with the Securities and Exchange Commission on June 27, 2023

As filed with the Securities and Exchange Commission on June 27, 2023 Registration No.

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 June 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Underwriting Agreement

Exhibit 1.1 [ · ] Shares BKV CORPORATION Common Stock UNDERWRITING AGREEMENT [ · ], 2023 BofA Securities, Inc. Barclays Capital Inc., Citigroup Global Markets Inc. As Representatives of the Several Underwriters, c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Citigroup Global Markets Inc. 388 Greenwich Str

As filed with the Securities and Exchange Commission on June 26, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 26, 2023 Registration No.

Amendment Letter, dated February 1, 2023, to Credit Facility, dated February 7, 2022, among BKV Corporation, Standard Chartered Bank, BKV Chaffee Corners, LLC, BKV Chelsea, LLC, BKV Operating, LLC and BKV Barnett, LLC

Exhibit 10.32 CONFIDENTIAL February 1, 2023 BKV Chaffee Corners, LLC BKV Chelsea, LLC BKV Operating, LLC BKV Barnett, LLC c/o BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 Attn: John Jimenez | Chief Financial Officer Re: Facility Letter (Uncommitted), dated February 7, 2022, among BKV Corporation and those other BKV entities listed above and Standard Chartered Bank, as amended from

Letter Agreement Regarding Limited Waivers to Credit Agreement, dated as of June 16, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.35 BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 RE: Letter Agreement Regarding Limited Waivers to Credit Agreement Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of June 16, 2022 among BKV Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto, and Bangkok Bank Public Company Limited, New York Branch, as admin

Letter Agreement Regarding Limited Waivers to Revolving Credit Agreement, dated as of June 16, 2023, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.36 BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 RE: Letter Agreement Regarding Limited Waivers to Revolving Credit Agreement Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement, dated as of August 24, 2022 among BKV Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto, and Bangkok Bank Public Company Limited, New

Second Amendment, dated June 16, 2023, to Revolving Credit Agreement, dated August 24, 2022 and as amended on November 11, 2022, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.34 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT This SECOND Amendment to Revolving Credit Agreement (this “Amendment”), dated as of June 16, 2023, is entered into among BKV Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bangkok Bank Public Company Limited, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). RECIT

Second Amendment, dated June 16, 2023, to Credit Agreement, dated June 16, 2022 and as amended on November 11, 2022, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.33 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND Amendment to Credit Agreement (this “Amendment”), dated as of June 16, 2023, is entered into among BKV Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bangkok Bank Public Company Limited, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). RECITALS: WHEREAS, refere

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (BKV Assets)

Exhibit 99.12 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BKV ASSETS SEC Parameters As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580 633

As filed with the Securities and Exchange Commission on April 14, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 14, 2023 Registration No.

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (Chelsea Assets)

Exhibit 99.11 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests CHELSEA ASSETS SEC Parameters As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (North Texas Assets)

Exhibit 99.13 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests NORTH TEXAS ASSETS SEC Parameters As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (NYMEX Strip Pricing) (North Texas Assets)

Exhibit 99.18 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests NORTH TEXAS ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPEL

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (Barnett Assets)

Exhibit 99.9 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580 6

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (NYMEX Strip Pricing) (Chaffee Corners Assets)

Exhibit 99.15 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGIST

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (NYMEX Strip Pricing) (Chelsea Assets)

Exhibit 99.16 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENG

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (NYMEX Strip Pricing) (BKV Assets)

Exhibit 99.17 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BKV ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 /s/ Stephen E. Gardner Stephen E. Gardner, P.E. Colorad

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (SEC Pricing) (Chaffee Corners Assets)

Exhibit 99.10 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580 633

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2022 (NYMEX Strip Pricing) (Barnett Assets)

Exhibit 99.14 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of December 31, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS RE

List of Subsidiaries of BKV Corporation

Exhibit 21.1 List of Subsidiaries of BKV Corporation Name State or Other Jurisdiction of Incorporation or Organization BKV Barnett, LLC Delaware BKV Chaffee Corners, LLC Delaware BKV Chelsea, LLC Delaware BKV dCarbon High West, LLC Delaware BKV dCarbon Temple, LLC Delaware BKV dCarbon Ventures, LLC Delaware BKVerde, LLC Delaware BKV Midstream, LLC Delaware BKV North Texas, LLC Delaware BKV Operati

As filed with the Securities and Exchange Commission on January 17, 2023

S-1/A 1 tm2217921-18s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 17, 2023 Registration No. 333-268469 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BKV CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or o

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 January 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Power of Attorney for Barry S. Turcotte

Exhibit 24.2 BKV CORPORATION POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Christopher P. Kalnin and Lindsay B. Larrick, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments,

As filed with the Securities and Exchange Commission on December 22, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 22, 2022 Registration No.

Letter Agreement, dated November 14, 2022, between Kalnin Ventures, LLC and Barry Turcotte

Exhibit 10.31 KalninVentures November 14, 2022 PERSONAL & CONFIDENTIAL Barry Turcotte Denver, CO 80211 Re: Offer of Employment Dear Barry: Kalnin Ventures, LLC (“Company”) is pleased to offer you the position of Chief Accounting Officer, with an anticipated start date of November 28, 2022. This offer of employment is conditioned on your satisfactory completion of certain requirements, as more full

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 December 22, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 December 9, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Time Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2022 Plan (CEO)

Exhibit 10.15 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Notice (CEO) BKV CORPORATION TIME RESTRICTED S

As filed with the Securities and Exchange Commission on December 9, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 9, 2022 Registration No.

Form of Time Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2022 Plan (Non-CEO Employee)

Exhibit 10.16 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Notice (Employee) BKV CORPORATION TIME RESTRIC

BKV Corporation 2022 Equity and Incentive Compensation Plan (the “2022 Plan”)

EX-10.14 23 tm2217921d10ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 FORM OF BKV Corporation 2022 EQUITY and INCENTIVE Compensation PLAN 1.             Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentiv

Form of Time Restricted Stock Unit Award Notice and Award Agreement under the 2021 Plan

Exhibit 10.10 Time Restricted Stock Unit Award BKV CORPORATION TIME RESTRICTED STOCK UNIT AWARD NOTICE 2021 EQUITY INCENTIVE PLAN BKV Corporation, a Delaware corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants to the Participant a Time Restricted Stock Unit award of the number of Time Restricted Stock Units (as defined in the Plan), set forth below (

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) BKV Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

Purchase and Sale Agreement, dated December 17, 2019, between Devon Energy Production Company, L.P. and BKV Barnett, LLC

Exhibit 2.1 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. Execution Version PURCHASE AND SALE AGREEMENT BY AND BETWEEN DEVON ENERGY PRODUCTION COMPANY, L.P. AS SELLER, AND BKV BARNETT, LLC

Amended and Restated Loan Agreement, dated June 15, 2022, between Banpu North America Corporation and BKV Corporation, in the amount of $75,000,000

Exhibit 10.3 Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (the ?Agreement?) is made and entered into on the 15th of June, 2022 by and between: Parties: 1. Banpu North America Corporation, a company incorporated in the State of Delaware, and having its registered office at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County o

First Amendment, dated November 11, 2022, to Revolving Credit Agreement, dated August 24, 2022, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

EX-10.30 37 tm2217921d10ex10-30.htm EXHIBIT 10.30 Exhibit 10.30 Execution Version FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of November 11, 2022, is entered into among BKV CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH, as admi

Form of Stockholders’ Agreement to be entered into between BKV Corporation and Banpu North America Corporation

Exhibit 10.5 FORM OF STOCKHOLDERS? AGREEMENT DATED AS OF [?????????????? ], 2022 BETWEEN BKV CORPORATION AND BANPU NORTH AMERICA CORPORATION TABLE OF CONTENTS Page Article I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 Article II CORPORATE GOVERNANCE MATTERS 5 2.1 Election of Directors 5 2.2 Chairman of the Board 5 2.3 Amendment of Certificate of Incorporation and Bylaws 6 2.4 Rei

First Amendment to the 2021 Plan, dated November 5, 2021

EX-10.8 17 tm2217921d10ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 FIRST AMENDMENT TO THE BKV CORPORATION 2021 LONG TERM INCENTIVE PLAN (ADOPTED JANUARY 1, 2021) This First Amendment (this “Amendment”) to the BKV Corporation 2021 Long Term Incentive Plan (the “Plan”) is made by BKV Corporation, a Delaware corporation (the “Company”) this 5th day of November, 2021. WHEREAS, the Company wishes, for account

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (SEC Pricing) (BKV Operating, LLC)

Exhibit 99.12 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESERVES

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (NYMEX Strip Pricing) (BKV Chaffee Corners, LLC)

Exhibit 99.15 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TA

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2020 (SEC Pricing) (BKV Assets)

EX-99.4 45 tm2217921d10ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS K

Credit Facility, dated December 22, 2021, among BKV Corporation, Oversea-Chinese Banking Corporation Limited and the guarantors party thereto

Exhibit 10.27 Execution Version PRIVATE AND CONFIDENTIAL Our Ref: [????????] Date: December 22, 2021 To: BKV Corporation 1200 17th Street, Suite 2100 Denver, Colorado 80202 Attn: Christopher Kalnin Re: Uncommitted Specific Advance Facility Ladies and Gentlemen: We, Oversea-Chinese Banking Corporation Limited, Los Angeles Agency (together with our successors and assigns, ?we? or the ?Bank?) are ple

Employment Agreement, dated February 18, 2020, between Kalnin Ventures LLC and Eric Jacobsen

Exhibit 10.21 KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 18th day of February, 2020 (?Effective Date?), regardless of the date the Agreement is executed, by and between Kalnin Ventures, LLC, a Delaware limited liability company (hereinafter referred to as ?Employer?), and Eric Jacobsen, [***] (hereinafter referred to as ?Employee?).

Second Amendment to the BKV Corporation 2020 Employee Stock Purchase Plan, dated April 21, 2022

Exhibit 10.13 SECOND AMENDMENT TO THE BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020) This Second Amendment (this ?Amendment?) to the BKV Corporation 2020 Employee Stock Purchase Plan (the ?Plan?) is made by BKV Corporation (the ?Company?) this 21st day of April, 2022. WHEREAS, the Company desires to expand the Plan?s eligibility requirements

Credit Agreement, dated June 16, 2022, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of June 16, 2022 among BKV CORPORATION as Borrower The Lenders Party Hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH as Administrative Agent Table of Contents Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 35 SECTION 1.03. Accounting Terms; GAAP; Pro Forma Calculations 35 SECTION 1.04

Employment Agreement, dated January 11, 2021, between BKV Corporation and John T. Jimenez

EX-10.20 27 tm2217921d10ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 BKV CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is effective as of the 11th day of January, 2021 (“Effective Date”), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware corporation (hereinafter referred to as “Employer” or “Company”), and John T. Jimenez (herein

First Amendment to the BKV Corporation 2020 Employee Stock Purchase Plan, dated November 5, 2021

Exhibit 10.12 FIRST AMENDMENT TO THE BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020) This First Amendment (this ?Amendment?) to the BKV Corporation 2020 Employee Stock Purchase Plan (the ?Plan?) is made by BKV Corporation (the ?Company?) this 5th day of November, 2021. WHEREAS, the Company wishes, for accounting purposes, to treat the sale of

Credit Facility, dated February 7, 2022, among BKV Corporation, Standard Chartered Bank, BKV Chaffee Corners, LLC, BKV Chelsea, LLC, BKV Operating, LLC and BKV Barnett, LLC

Exhibit 10.28 February 7, 2022 CONFIDENTIAL BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 Attn: John Jimenez | Chief Financial Officer Ladies and Gentlemen, Standard Chartered Bank (the "Bank") is pleased to offer you the Facilities subject to the terms and conditions set out in this facility letter (this "Facility Letter"), the Global Master Credit Terms (Uncommitted) (?GMCT (Unco

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (BKV Assets)

EX-99.8 49 tm2217921d10ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TA

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (SEC Pricing) (Exxon Barnett Acquisition)

EX-99.13 54 tm2217921d10ex99-13.htm EXHIBIT 99.13 Exhibit 99.13 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests XTO AQUISITION ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROL

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2020 (SEC Pricing) (Chelsea Assets)

Exhibit 99.3 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS KALNIN VENTURES, LLC TABLE OF CONTENTS DISCU

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (NYMEX Strip Pricing) (BKV Barnett, LLC)

Exhibit 99.14 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP

Form of Common Stock Certificate

Exhibit 4.1 NUMBER SHARES COUNTERSIGNED: BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. TRANSFER AGENT BY: AUTHORIZED SIGNATURE DATED: INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS This CerTifies ThaT: is The owner of CoMMon sToCK FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.01 PAR VALUE EACH OF BKV Corporation transferable on the books of the

Revolving Credit Agreement, dated August 24, 2022, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

EX-10.4 13 tm2217921d10ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Execution Version REVOLVING CREDIT AGREEMENT dated as of August 24, 2022 among BKV CORPORATION as Borrower The Lenders Party Hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 34 SECTION 1.03. Acc

First Amendment to Purchase and Sale Agreement, dated April 13, 2020, among Devon Energy Production Company, L.P., BKV Barnett, LLC and, solely with respect to the sections listed therein, BKV Oil & Gas Capital Partners, L.P.

Exhibit 2.2 Execution Version FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this ?Amendment?), dated as of April 13, 2020 (the ?Amendment Execution Date?), is made and entered into by and between Devon Energy Production Company, L.P., an Oklahoma limited partnership (?Seller?), BKV Barnett, LLC, a Delaware limited liability company (?Buyer?), a

Bylaws of BKV Corporation, as currently in effect

? Exhibit 3.2 ? BYLAWS ? OF ? BKV CORPORATION ? ? ? ? TABLE OF CONTENTS ? ARTICLE?I - DEFINITIONS 3 ? ? ? ARTICLE?II - STOCKHOLDERS 5 ? ? ? Section?1. Annual Meeting 5 Section?2. Special Meetings 5 Section?3. Venue of Meetings 5 Section?4. Notice of Meetings 6 Section?5. Quorum 6 Section?6. Organization 7 Section?7. Conduct of Business 7 Section?8. Proxies and Voting 7 Section?9. Stock List 8 Sect

Power of Attorney (included on the signature page of the initial filing of the registration statement)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 18, 2022 Registration No.

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (SEC Pricing) (BKV Chaffee Corners, LLC)

Exhibit 99.10 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROL

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2020 (SEC Pricing) (Barnett Assets)

EX-99.1 42 tm2217921d10ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLE

Form of Amended and Restated Bylaws of BKV Corporation, to be in effect upon completion of this offering

Exhibit 3.4 FORM OF AMENDED AND RESTATED BYLAWS OF BKV CORPORATION Date of Adoption: [ ], 2022 Article I Offices Section 1.01 Registered Office. The registered office and registered agent of BKV Corporation (the ?Corporation?) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such oth

List of Subsidiaries of BKV Corporation

Exhibit 21.1 List of Subsidiaries of BKV Corporation Name State or Other Jurisdiction of Incorporation or Organization BKV Barnett, LLC Delaware BKV Chaffee Corners, LLC Delaware BKV Chelsea, LLC Delaware BKV dCarbon Ventures, LLC Delaware BKVerde, LLC Delaware BKV Midstream, LLC Delaware BKV North Texas, LLC Delaware BKV Operating, LLC Delaware Kalnin Ventures LLC Colorado

BKV Corporation Non-Employee Director Compensation Program

Exhibit 10.26 BKV CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of BKV Corporation (the ?Company?) shall receive compensation as set forth in this Director Compensation Program (this ?Program?). The compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Boa

Amended and Restated Loan Agreement, dated June 15, 2022, between Banpu North America Corporation and BKV Corporation, in the amount of $116,000,000

Exhibit 10.2 Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (the ?Agreement?) is made and entered into on the 15th of June, 2022 by and between: Parties: 1. Banpu North America Corporation, a company incorporated in the State of Delaware, and having its registered office at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County o

Form of Restricted Stock Unit Award Notice and Award Agreement under the 2022 Plan (Director)

Exhibit 10.17 Restricted Stock Unit Award (Director) BKV CORPORATION RESTRICTED STOCK UNIT AWARD NOTICE 2022 EQUITY AND INCENTIVE PLAN BKV Corporation, a Delaware corporation (the ?Company?), pursuant to its 2022 Equity and Incentive Plan, as amended from time to time (the ?Plan?), hereby grants to the Participant the number of Restricted Stock Units (as defined in the Plan) subject to vesting req

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 November 18, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Employment Agreement, dated October 15, 2018, between Kalnin Ventures LLC and Lindsay B. Larrick

Exhibit 10.23 KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 15th day of October 2018 (?Effective Date?), regardless of the date the Agreement is executed, by and between Kalnin Ventures LLC, a Colorado limited liability company (hereinafter referred to as ?Employer?), and Lindsay B. Larrick (hereinafter referred to as ?Employee?). Coll

Limited Liability Company Agreement of BKV-BPP Power, LLC, dated October 29, 2021

Exhibit 10.25 FINAL EXECUTION VERSION BKV-BPP POWER, LLC (A DELAWARE LIMITED LIABILITY COMPANY) LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 29, 2021 Table of Contents Page Article 1. RECITALS AND DEFINITIONS 1 1.1 Definitions 2 Article 2. FORMATION OF VENTURE 5 2.1 Organization 5 2.2 Purposes and Powers 5 2.3 Principal Business Office, and Registered Agent 5 2.4 Qualification in Other

Purchase and Sale Agreement, dated May 18, 2022, between XTO Energy Inc., Barnett Gathering, LLC, BKV North Texas, LLC and BKV Midstream, LLC

Exhibit 2.3 EXECUTION VERSION PURCHASE AND SALE AGREEMENT BETWEEN XTO ENERGY INC., BARNETT GATHERING, LLC, BKV North Texas, LLC AND BKV MIDSTREAM, LLC DATED: May 18, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 ARTICLE II PURCHASE AND SALE 1 Section 2.1 Agreement to Purchase and Sell 1 Section 2.2 The Assets 1 Section 2.3 Excluded Assets 3 Section 2.4 Eff

Form of Second Amended and Restated Certificate of Incorporation of BKV Corporation, to be in effect upon completion of this offering

Exhibit 3.3 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BKV CORPORATION BKV Corporation, a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.?????????????The present name of the corporation is BKV Corporation. The corporation was

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (NYMEX Strip Pricing) (Exxon Barnett Acquisition)

EX-99.18 59 tm2217921d10ex99-18.htm EXHIBIT 99.18 Exhibit 99.18 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests XTO AQUISITION ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No.

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (Chaffee Corners Assets)

EX-99.6 47 tm2217921d10ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (NYMEX Strip Pricing) (BKV Chelsea, LLC)

Exhibit 99.16 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF C

Employment Agreement, dated August 4, 2020, between BKV Corporation and Christopher P. Kalnin

EX-10.19 26 tm2217921d10ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August 4, 2020 by and between BKV Corporation, a Delaware corporation (the “Corporation”), and Christopher Pungya Kalnin (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable considerati

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2020 (SEC Pricing) (Chaffee Corners Assets)

Exhibit 99.2 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS KALNIN VENTURES, LLC TABLE OF CONTEN

Form of Director and Officer Indemnity Agreement

Exhibit 10.18 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?), dated [????????????????????], 2022, is by and between BKV Corporation, a Delaware corporation (the ?Company?), and [????????????????????] (?Indemnitee?). WHEREAS, it is essential to the Company and its mission to retain and attract as officers and directors the most capable persons available; WHEREAS, both the C

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (SEC Pricing) (BKV Chelsea, LLC)

Exhibit 99.11 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESE

Employment Agreement, dated January 15, 2021, between BKV Corporation and Brid Kealey

Exhibit 10.22 BKV CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 15th day of January, 2021 (?Effective Date?), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware corporation (hereinafter referred to as ?Employer? or ?Company?), and Brid Kealey (hereinafter referred to as ?Employee? or ?you?). Collectivel

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (SEC Pricing) (BKV Barnett, LLC)

Exhibit 99.9 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PET

Employment Agreement, dated April 1, 2018, between Kalnin Ventures LLC and An Sao (Ethan) Ngo

EX-10.24 31 tm2217921d10ex10-24.htm EXHIBIT 10.24 Exhibit 10.24 KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is amended as of the 1st day of April 2018 by and between Kalnin Ventures LLC, a Colorado limited liability company (hereinafter referred to as “Employer”), and An Sao (Ethan) Ngo (hereinafter referred to as “Employee”). Collectively, Employer and Em

BKV Corporation 2020 Employee Stock Purchase Plan, adopted July 16, 2020

Exhibit 10.11 BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020) 1.????????????General. 1.1????????????Purpose of Plan. This BKV Corporation 2020 Employee Stock Purchase Plan (the ?Plan?) is intended to provide Eligible Employees of the Company with the opportunity to acquire an ownership interest in the Company through the purchase of shares of

First Amendment, dated November 11, 2022, to Credit Agreement, dated June 16, 2022, among BKV Corporation, the lenders party thereto and Bangkok Bank Public Company Limited, New York Branch

Exhibit 10.29 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of November 11, 2022, is entered into among BKV CORPORATION, a Delaware corporation (the ?Borrower?), the LENDERS party hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH, as administrative agent (in such capacity, the ?Administrative Agent?). RECIT

Amended and Restated Certificate of Incorporation of BKV Corporation, as currently in effect

EX-3.1 5 tm2217921d10ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   AMENDED AND RESTATED   CERTIFICATE OF INCORPORATION   OF   BKV CORPORATION   EFFECTIVE AS OF DECEMBER 15, 2020   BKV Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:   1.            The name of this corp

Ryder Scott Company, L.P., Summary of Reserves at September 30, 2022 (NYMEX Strip Pricing) (BKV Operating, LLC)

EX-99.17 58 tm2217921d10ex99-17.htm EXHIBIT 99.17 Exhibit 99.17 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters (NYMEX Alternate Pricing Scheme) As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMP

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (Barnett Assets)

Exhibit 99.5 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETR

Ryder Scott Company, L.P., Summary of Reserves at December 31, 2021 (SEC Pricing) (Chelsea Assets)

Exhibit 99.7 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESERV

Form of Time Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Award Notice and Award Agreement under the 2021 Plan

EX-10.9 18 tm2217921d10ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation “[***]”. Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award

BKV Corporation 2021 Long Term Incentive Plan, adopted January 1, 2021 (the “2021 Plan”)

Exhibit 10.7 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. BKV Corporation 2021 LONG TERM INCENTIVE PLAN ADOPTED JANUARY 1, 2021 1. Purpose of Plan. The purpose of the BKV Corporation 2021

Form of Amended and Restated Tax Sharing Agreement to be entered into between BKV Corporation and Banpu North America Corporation

EX-10.6 15 tm2217921d10ex10-6.htm EXHIBIT 10.6 Exhibit 10.6   FORM OF AMENDED AND RESTATED TAX SHARING AGREEMENT   AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”), made as of [               ], 2022, by and between (i) Banpu North America Corporation, a Delaware corporation (“BNAC”), and (ii) BKV Corporation, a Delaware corporation (“Banpu Sub”).   WHEREAS, BNAC is the common parent

EX-10.21

Exhibit 10.21 KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 18th day of February, 2020 (?Effective Date?), regardless of the date the Agreement is executed, by and between Kalnin Ventures, LLC, a Delaware limited liability company (hereinafter referred to as ?Employer?), and Eric Jacobsen, [***] (hereinafter referred to as ?Employee?).

EX-10.26

Exhibit 10.26 BKV CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of BKV Corporation (the ?Company?) shall receive compensation as set forth in this Director Compensation Program (this ?Program?). The compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Boa

EX-10.11

Exhibit 10.11 BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020) 1.????????????General. 1.1????????????Purpose of Plan. This BKV Corporation 2020 Employee Stock Purchase Plan (the ?Plan?) is intended to provide Eligible Employees of the Company with the opportunity to acquire an ownership interest in the Company through the purchase of shares of

BKV CORPORATION TIME RESTRICTED STOCK UNIT AWARD NOTICE 2021 EQUITY INCENTIVE PLAN

Exhibit 10.10 Time Restricted Stock Unit Award BKV CORPORATION TIME RESTRICTED STOCK UNIT AWARD NOTICE 2021 EQUITY INCENTIVE PLAN BKV Corporation, a Delaware corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants to the Participant a Time Restricted Stock Unit award of the number of Time Restricted Stock Units (as defined in the Plan), set forth below (

BKV CORP. Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2021

Exhibit 99.6 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSS

KALNIN VENTURES, LLC Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2020

Exhibit 99.1 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS KALNIN VENTURES, LLC TABLE OF CO

EX-10.9

Exhibit 10.9 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award BKV CORPORATION TIME RESTRICTED STOCK UNIT AWAR

EX-10.28

EX-10.28 23 filename23.htm Exhibit 10.28 February 7, 2022 CONFIDENTIAL BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 Attn: John Jimenez | Chief Financial Officer Ladies and Gentlemen, Standard Chartered Bank (the "Bank") is pleased to offer you the Facilities subject to the terms and conditions set out in this facility letter (this "Facility Letter"), the Global Master Credit Terms

EX-10.24

Exhibit 10.24 KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is amended as of the 1st day of April 2018 by and between Kalnin Ventures LLC, a Colorado limited liability company (hereinafter referred to as ?Employer?), and An Sao (Ethan) Ngo (hereinafter referred to as ?Employee?). Collectively, Employer and Employee shall be referred to as the ?Parties.? A. E

EMPLOYMENT AGREEMENT

Exhibit 10.19 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into on August 4, 2020 by and between BKV Corporation, a Delaware corporation (the ?Corporation?), and Christopher Pungya Kalnin (?Executive?). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereb

EX-99.12

Exhibit 99.12 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESERVES

BKV CORP. Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of September 30, 2022

Exhibit 99.9 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PET

EX-10.7

Exhibit 10.7 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. BKV Corporation 2021 LONG TERM INCENTIVE PLAN ADOPTED JANUARY 1, 2021 1. Purpose of Plan. The purpose of the BKV Corporation 2021

EX-10.12

Exhibit 10.12 FIRST AMENDMENT TO THE BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020) This First Amendment (this ?Amendment?) to the BKV Corporation 2020 Employee Stock Purchase Plan (the ?Plan?) is made by BKV Corporation (the ?Company?) this 5th day of November, 2021. WHEREAS, the Company wishes, for accounting purposes, to treat the sale of

BKV-BPP POWER, LLC (A DELAWARE LIMITED LIABILITY COMPANY) LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 29, 2021 Table of Contents

Exhibit 10.25 FINAL EXECUTION VERSION BKV-BPP POWER, LLC (A DELAWARE LIMITED LIABILITY COMPANY) LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 29, 2021 Table of Contents Page Article 1. RECITALS AND DEFINITIONS 1 1.1 Definitions 2 Article 2. FORMATION OF VENTURE 5 2.1 Organization 5 2.2 Purposes and Powers 5 2.3 Principal Business Office, and Registered Agent 5 2.4 Qualification in Other

EX-99.5

Exhibit 99.5 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETR

EX-4.1

Exhibit 4.1 NUMBER SHARES COUNTERSIGNED: BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. TRANSFER AGENT BY: AUTHORIZED SIGNATURE DATED: INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS This CerTifies ThaT: is The owner of CoMMon sToCK FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.01 PAR VALUE EACH OF BKV Corporation transferable on the books of the

EX-10.5

Exhibit 10.5 FORM OF STOCKHOLDERS? AGREEMENT DATED AS OF [?????????????? ], 2022 BETWEEN BKV CORPORATION AND BANPU NORTH AMERICA CORPORATION TABLE OF CONTENTS Page Article I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 Article II CORPORATE GOVERNANCE MATTERS 5 2.1 Election of Directors 5 2.2 Chairman of the Board 5 2.3 Amendment of Certificate of Incorporation and Bylaws 6 2.4 Rei

1

Exhibit 10.27 Execution Version PRIVATE AND CONFIDENTIAL Our Ref: [????????] Date: December 22, 2021 To: BKV Corporation 1200 17th Street, Suite 2100 Denver, Colorado 80202 Attn: Christopher Kalnin Re: Uncommitted Specific Advance Facility Ladies and Gentlemen: We, Oversea-Chinese Banking Corporation Limited, Los Angeles Agency (together with our successors and assigns, ?we? or the ?Bank?) are ple

BKV CORP. Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of December 31, 2021

Exhibit 99.7 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESERV

KALNIN VENTURES, LLC Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of December 31, 2020

Exhibit 99.4 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS KALNIN VENTURES, LLC TABLE OF CONTENTS DISCUSSIO

As confidentially submitted to the Securities and Exchange Commission on October 25, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on October 25, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

EX-99.8

Exhibit 99.8 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of December 31, 2021 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESERVES D

KALNIN VENTURES, LLC Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2020

Exhibit 99.2 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS KALNIN VENTURES, LLC TABLE OF CONTEN

FIRST AMENDMENT TO THE BKV CORPORATION 2021 LONG TERM INCENTIVE PLAN (ADOPTED JANUARY 1, 2021)

Exhibit 10.8 FIRST AMENDMENT TO THE BKV CORPORATION 2021 LONG TERM INCENTIVE PLAN (ADOPTED JANUARY 1, 2021) This First Amendment (this ?Amendment?) to the BKV Corporation 2021 Long Term Incentive Plan (the ?Plan?) is made by BKV Corporation, a Delaware corporation (the ?Company?) this 5th day of November, 2021. WHEREAS, the Company wishes, for accounting purposes, to treat Incentive Awards granted

EX-10.14

Exhibit 10.14 FORM OF BKV Corporation 2022 EQUITY and INCENTIVE Compensation PLAN 1.?????????????Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2.?

EX-99.3

Exhibit 99.3 KALNIN VENTURES, LLC Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of December 31, 2020 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS KALNIN VENTURES, LLC TABLE OF CONTENTS DISCU

EX-99.13

Exhibit 99.13 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests XTO AQUISITION ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUS

EX-10.20

Exhibit 10.20 BKV CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 11th day of January, 2021 (?Effective Date?), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware corporation (hereinafter referred to as ?Employer? or ?Company?), and John T. Jimenez (hereinafter referred to as ?Employee? or ?you?). Collect

KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT

Exhibit 10.23 KALNIN VENTURES, LLC EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 15th day of October 2018 (?Effective Date?), regardless of the date the Agreement is executed, by and between Kalnin Ventures LLC, a Colorado limited liability company (hereinafter referred to as ?Employer?), and Lindsay B. Larrick (hereinafter referred to as ?Employee?). Coll

EX-99.11

Exhibit 99.11 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROLEUM RESE

EX-99.10

Exhibit 99.10 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS SEC Parameters As of September 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS BKV CORP. TABLE OF CONTENTS DISCUSSION PETROL

EX-10.22

Exhibit 10.22 BKV CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 15th day of January, 2021 (?Effective Date?), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware corporation (hereinafter referred to as ?Employer? or ?Company?), and Brid Kealey (hereinafter referred to as ?Employee? or ?you?). Collectivel

FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BKV CORPORATION

Exhibit 3.3 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BKV CORPORATION BKV Corporation, a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, hereby certifies as follows: 1.?????????????The present name of the corporation is BKV Corporation. The corporation was

EX-10.6

Exhibit 10.6 ? FORM?OF AMENDED AND RESTATED TAX SHARING AGREEMENT ? AMENDED AND RESTATED TAX SHARING AGREEMENT (this ?Agreement?), made as of [???????????????], 2022, by and between (i)?Banpu North America Corporation, a Delaware corporation (?BNAC?), and (ii)?BKV Corporation, a Delaware corporation (?Banpu Sub?). ? WHEREAS, BNAC is the common parent of an affiliated group (within the meaning of S

SECOND AMENDMENT TO THE BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020)

Exhibit 10.13 SECOND AMENDMENT TO THE BKV CORPORATION 2020 EMPLOYEE STOCK PURCHASE PLAN (ADOPTED BY THE BOARD OF DIRECTORS ON JULY 16, 2020) This Second Amendment (this ?Amendment?) to the BKV Corporation 2020 Employee Stock Purchase Plan (the ?Plan?) is made by BKV Corporation (the ?Company?) this 21st day of April, 2022. WHEREAS, the Company desires to expand the Plan?s eligibility requirements

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202

BKV Corporation 1200 17th Street, Suite 2100 Denver, CO 80202 October 25, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As confidentially submitted to the Securities and Exchange Commission on September 15, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on September 15, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

REVOLVING CREDIT AGREEMENT dated as of August 24, 2022 BKV CORPORATION as Borrower The Lenders Party Hereto BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH as Administrative Agent TABLE OF CONTENTS

Exhibit 10.4 Execution Version REVOLVING CREDIT AGREEMENT dated as of August 24, 2022 among BKV CORPORATION as Borrower The Lenders Party Hereto and BANGKOK BANK PUBLIC COMPANY LIMITED, NEW YORK BRANCH as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 34 SECTION 1.03. Accounting Terms; GAAP; Pro Forma Calculations 35

BKV Corporation Non-Employee Director Compensation Program.

Exhibit 10.24 BKV CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of BKV Corporation (the ?Company?) shall receive compensation as set forth in this Director Compensation Program (this ?Program?). The compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Boa

EX-10.9

Exhibit 10.9 Time Restricted Stock Unit Award BKV CORPORATION TIME RESTRICTED STOCK UNIT AWARD NOTICE 2021 EQUITY INCENTIVE PLAN BKV Corporation, a Delaware corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants to the Participant a Time Restricted Stock Unit award of the number of Time Restricted Stock Units (as defined in the Plan), set forth below (t

EX-3.3

EX-3.3 7 filename7.htm   Exhibit 3.3   FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION  OF  BKV CORPORATION   BKV Corporation, a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, hereby certifies as follows:   1.             The present name of the corporation is BKV

EX-99.9

Exhibit 99.9 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests BARNETT ASSETS SEC Parameters As of June 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 ? RYDER SCOTT COMPANY PETROLEUM CONSULTANTS July 8, 2022 BKV Corp. 1200 17th Street, Suit

Amended and Restated Loan Agreement

Exhibit 10.3 Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (the ?Agreement?) is made and entered into on the 15th of June, 2022 by and between: Parties: 1. Banpu North America Corporation, a company incorporated in the State of Delaware, and having its registered office at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County o

  FORM OF AMENDED AND RESTATED TAX SHARING AGREEMENT

Exhibit 10.5 ? FORM?OF AMENDED AND RESTATED TAX SHARING AGREEMENT ? AMENDED AND RESTATED TAX SHARING AGREEMENT (this ?Agreement?), made as of [???????????????], 2022, by and between (i)?Banpu North America Corporation, a Delaware corporation (?BNAC?), and (ii)?BKV Corporation, a Delaware corporation (?Banpu Sub?). ? WHEREAS, BNAC is the common parent of an affiliated group (within the meaning of S

EX-99.11

Exhibit 99.11 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHELSEA ASSETS SEC Parameters As of June 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580 633 17TH STREET?

BKV CORP. Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of June 30, 2022

Exhibit 99.12 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests BKV ASSETS SEC Parameters As of June 30, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY??? PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580 633 17TH STREET??

EX-99.15

Exhibit 99.15 BKV CORP. Estimated Future Reserves and Income Attributable to Certain Leasehold Interests CHAFFEE CORNERS ASSETS Escalated Parameters As of July 1, 2022 Stephen E. Gardner, P.E. Colorado License No. 44720 Managing Senior Vice President RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING FIRM F-1580 633

Employment Agreement, dated January 11, 2021, between BKV Corporation and John T. Jimenez.

Exhibit 10.17 BKV CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is effective as of the 11th day of January, 2021 (?Effective Date?), regardless of the date the Agreement is executed, by and between BKV Corporation, a Delaware corporation (hereinafter referred to as ?Employer? or ?Company?), and John T. Jimenez (hereinafter referred to as ?Employee? or ?you?). Collect

Purchase and Sale Agreement, dated December 17, 2019, between Devon Energy Production Company, L.P. and BKV Barnett, LLC.

Exhibit 2.1 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. Execution Version PURCHASE AND SALE AGREEMENT BY AND BETWEEN DEVON ENERGY PRODUCTION COMPANY, L.P. AS SELLER, AND BKV BARNETT, LLC

First Amendment to Purchase and Sale Agreement, dated April 13, 2020, among Devon Energy Production Company, L.P., BKV Barnett, LLC and, solely with respect to the sections listed therein, BKV Oil & Gas Capital Partners, L.P.

Exhibit 2.2 Execution Version FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this ?Amendment?), dated as of April 13, 2020 (the ?Amendment Execution Date?), is made and entered into by and between Devon Energy Production Company, L.P., an Oklahoma limited partnership (?Seller?), BKV Barnett, LLC, a Delaware limited liability company (?Buyer?), a

Limited Liability Company Agreement of BKV-BPP Power, LLC, dated October 29, 2021.

Exhibit 10.22 FINAL EXECUTION VERSION BKV-BPP POWER, LLC (A DELAWARE LIMITED LIABILITY COMPANY) LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 29, 2021 Table of Contents Page Article 1. RECITALS AND DEFINITIONS 1 1.1 Definitions 2 Article 2. FORMATION OF VENTURE 5 2.1 Organization 5 2.2 Purposes and Powers 5 2.3 Principal Business Office, and Registered Agent 5 2.4 Qualification in Other

EX-10.6

Exhibit 10.6 Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential. Redacted portions are indicated with the notation ?[***]?. BKV Corporation 2021 LONG TERM INCENTIVE PLAN ADOPTED JANUARY 1, 2021 1. Purpose of Plan. The purpose of the BKV Corporation 2021