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 AWARD AND PERFORMANCE-BASED





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 (the “Time Restricted Stock Units” or “TRSUs”) and the number of Performance-based Restricted
Stock Units (as defined in the Plan) set forth below (the “Performance-based Restricted Stock Units” or “PRSUs”).
The Time Restricted Stock Units and the Performance-based Restricted Stock Units are subject to all of the terms and conditions as set
forth in this Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Notice (the “Award Notice”)
and in the Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Agreement and the Plan, both of which are
attached hereto and incorporated herein in their entirety.


 


	Participant:	[     ]
	 	 
	Date of Grant:	[     ]
	 	 
	Number of Time Restricted Stock Units:	[     ]
	 	 
	TRSU Vesting Schedule:	[     ] TRSUs vest on the Date of Grant; thereafter [     ] TRSUs vest on the second anniversary of the Date of Grant and each annual anniversary thereafter; provided that the Participant’s Service has continued from the Date of Grant through each such date.
	 	 
	PRSU Vesting Schedule:	
    See Exhibit A attached hereto.

     

    At Target Payout, [      ] PRSUs, subject to adjustment
    under the Plan.

	 	 
	Performance Period:	January 1, 2021 to the earlier of December 31, 2023, an IPO or a Change in Control.
	 	 
	PRSUs Settlement Date:	Vested Performance-based Restricted Stock Units will be settled and shares of Common Stock underlying the vested Performance-based Restricted Stock Units will be issued immediately following the vesting thereof.





 






     


     


    

 


The undersigned Participant
acknowledges that he or she has received a copy of this Time Restricted Stock Award and Performance-based Restricted Stock Unit Award
Notice, the Time Restricted Stock Award and Performance-based Restricted Stock Unit Award Agreement and the Plan. As an express condition
to the grant of the Award hereunder, the Participant agrees to be bound by the terms of this Time Restricted Stock Award and Performance-based
Restricted Stock Unit Award Notice, the Time Restricted Stock Award and Performance-based Restricted Stock Unit Award Agreement and the
Plan. The undersigned Participant further acknowledges that as of the Date of Grant, this Time Restricted Stock Award and Performance-based
Restricted Stock Unit Award Notice, the Time Restricted Stock Award Agreement and Performance-based Restricted Stock Unit Award, and the
Plan set forth the entire understanding between the Participant and the Company regarding the award of stock in the Company and supersede
all prior oral and written agreements on that subject with the exception of (i) awards previously granted and delivered to the Participant
by the Company, and (ii) any agreements noted in an attachment to this Time Restricted Stock Award and Performance-based Restricted
Stock Unit Award Notice.


 


	BKV CORPORATION:	 	PARTICIPANT:
	 	 	 
	By:	                   	 	 



 


	Name:	 	Date: 	 
	Title:	 	Address: 	 
	Date:	 	 	 


 






     


     


    

 


TIME RESTRICTED STOCK UNIT AWARD AND PERFORMANCE-BASED


RESTRICTED STOCK UNIT AWARD AGREEMENT


UNDER THE


BKV CORPORATION 2021 EQUITY INCENTIVE PLAN


 


Pursuant to the Time Restricted
Stock Unit Award and Performance-based Restricted Stock Unit Award Notice (the “Award Notice”), and subject to the
terms of this Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Agreement (this “Agreement”)
and the BKV Corporation 2021 Equity Incentive Plan (the “Plan”), BKV Corporation, a Delaware corporation (the “Company”),
and the Participant agree as follows. Capitalized terms not otherwise defined in this Agreement or in the Award Notice will have the same
meanings as set forth in the Plan.


 


1.             Award.


 


(a)           Award
of Time Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to
the Participant Time Restricted Stock Units, as set forth in the Award Notice, subject to adjustment as provide in the Plan, and each
of which, if vested and earned pursuant to this Agreement, will be settled in one (1) share of the Company’s common stock,
$0.01 par value per share, (“Common Stock”), at the time and subject to the terms, conditions and restrictions set
forth in this Agreement and the Plan (the “TRSU Award Shares”).


 


(b)           Award
of Performance-based Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby
grants to the Participant Performance-based Restricted Stock Units, as set forth in the Award Notice, subject to adjustment as provided
in the Plan, and each of which, if vested and earned pursuant to this Agreement, will be settled in one (1) share of the Company’s
Common Stock, at the time and subject to the terms, conditions and restrictions set forth in this Agreement and the Plan (the “PRSU
Award Shares” and collectively with the TRSU Award Shares, the “Award Shares”).


 


2.            Vesting.


 


(a)           Time
Restricted Stock Units.


 


(i)            Vesting
Schedule; Accelerated Vesting. Except as otherwise provided in this Section 2(a) or the Plan, the Time Restricted Stock
Units will vest in the amounts and on the date(s) as indicated in the Vesting Schedule set forth in the Award Notice (each a “TRSU
Vesting Date”), provided the Participant remains in the Service of the Company or Subsidiary through the applicable TRSU
Vesting Date. In addition, all non-vested Time Restricted Stock Units that have not been forfeited shall vest upon an initial public offering
of the Company’s shares of Common Stock or a Change in Control of the Company, provided the Participant remains in the Service of
the Company or a Subsidiary through such date. Subject to the limitations contained herein and in the Plan, upon Participant’s termination
of Service from the Company and all Subsidiaries the Time Restricted Stock Units that have not vested as of the date of such termination
shall be forfeited and terminate; provided, however, that upon a Participant’s termination of Service, the Committee
may, in its sole discretion cause any Time Restricted Stock Units then held by such Participant to terminate, vest or become free of restrictions
and conditions to payment, in each case in the manner determined by the Committee; provided, further, that any such action
adversely affecting any outstanding Incentive Award may not be effective without the consent of the affected Participant (subject to the
right of the Committee to take whatever action it deems appropriate under Sections 3.2(c), 7.3 and 9 of the Plan).


 






    	 	1	 



     


    

 


(b)           Performance-based
Vesting; Determination of Amount of Performance-based Restricted Stock Units.


 


(i)            Performance
Vesting; Performance Measures and Performance Goals. Except as otherwise provided in this Section 2(b) or the Plan, the
Performance-based Restricted Stock Units will vest and the number of shares of Common Stock payable in settlement of such vested Performance-based
Restricted Stock Units shall be determined at the end of the Performance Period (the “PRSU Vesting Date”) by reference
to the level of achievement of the PRSU KPIs during the Performance Period in accordance with the table set forth in Exhibit A
to this Agreement and may range from 0% to 200% of the Participant’s Target Payout as set forth in the Award Notice, provided the
Participant remains in the Service of the Company or Subsidiary through the applicable PRSU Vesting Date. The PRSU KPIs for the Performance
Period and their respective weightings and their respective Minimum Threshold, Target Threshold and Maximum Threshold levels, are described
in the table set forth in Exhibit A to this Agreement; provided, however, that upon a Participant’s
termination of Service, the Committee may, in its sole discretion, cause any Performance-based Restricted Stock Units then held by such
Participant to terminate, vest or become free of restrictions and conditions to payment, in each case in the manner determined by the
Committee; provided, further, that any such action adversely affecting any outstanding Incentive Award may not be effective
without the consent of the affected Participant (subject to the right of the Committee to take whatever action it deems appropriate under
Sections 3.2(c), 7.3 and 9 of the Plan). In addition, all non-vested Performance-based Restricted Stock Units that have not been forfeited
shall vest at the Target Payout level upon an initial public offering of the Company’s shares of Common Stock or on the date of
a Change in Control of the Company, provided the Participant remains in the Service of the Company or a Subsidiary through such date.


 


(ii)           Determination
of Amount of Earned Performance-based Restricted Stock Units. The number of Performance-based Restricted Stock Units to be settled
in PRSU Award Shares (the “Earned Performance-based Restricted Stock Units”) will be determined by prorated,
straight-line interpolation between the Minimum Threshold and Target Threshold, or Target Threshold and Maximum Threshold if the level
of performance achieved for the PRSU KPIs for the Performance Period falls between such levels, as specified in the table set forth in
Exhibit A to this Agreement, and the determination will be rounded up to the nearest whole number of Performance-based Restricted
Stock Units. The Earned Performance-based Restricted Stock Units will be settled in shares of Common Stock as provided in Section 3(b) of
this Agreement.


 






    	 	2	 



     


    

 


(iii)          Requirement
to Exceed Minimum Threshold Level of Performance. Except as otherwise provided in Section 2(b)(i) of this Agreement and
Sections 6.2(a) and Section 7.2 of the Plan and to the extent not previously forfeited or terminated pursuant to this Agreement
or the Plan, the Performance-based Restricted Stock Units shall be immediately forfeited and terminated as of the end of the Performance
Period if the Committee reasonably determines the PRSU KPIs do not exceed the Minimum Threshold as described in the table set forth in
Exhibit A to this Agreement and that no accelerated vesting event has occurred.


 


(c)           Forfeiture
Events. If the Participant is determined by the Committee, acting in its sole discretion, to have taken any action that would constitute
Cause or an Adverse Action, irrespective of whether such action or the Committee’s determination occurs before or after termination
of the Participant’s Service and irrespective of whether or not the Participant was terminated for Cause: (i) all rights of
the Participant under this Agreement and the Plan will terminate and be forfeited without notice of any kind; and (ii) the Committee,
in its sole discretion, may require the Participant to surrender and return to the Company all or any shares of Common Stock received,
or to disgorge all or any profits or any other economic value (however defined by the Committee) made or realized by the Participant,
during the period beginning one year prior to the Participant’s termination of Service in connection with the Performance-based
Restricted Stock Units.


 


(d)           Adjustment
by Board. Notwithstanding anything herein to the contrary, the Board has reserved the right to reduce the amount of the settlement
of a vested PRSU by up to 20% of the vested amount of the PRSU at Target Threshold, as reflected in Exhibit A, or a vested
TRSU by up to 20% of the vested amount.


 


3.            Settlement;
Issuance of Common Stock.


 


(a)           Time
Restricted Stock Units.


 


(i)            Timing
and Manner of Settlement. Immediately following the vesting of Time Restricted Stock Units under Section 2(a), such vested Time
Restricted Stock Units will be converted to shares of Common Stock which the Company will issue and deliver to the Participant (either
by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Participant or
depositing such shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the
Company has engaged to provide such services under the Plan) within sixty (60) days following the TRSU Vesting Date, except to the extent
that shares of Common Stock are withheld to pay tax withholding obligations pursuant to Section 3(c) of this Agreement.


 






    	 	3	 



     


    

 


(b)            Performance-based
Restricted Stock Units.


 


(i)            Amount
of Payment. In the event of the achievement in excess of the Minimum Threshold level of performance with respect to a PRSU KPI described
in the table set forth in Exhibit A to this Agreement during the Performance Period, which achievement shall be certified
in writing by the Committee as soon as practicable following the expiration of the Performance Period, the Participant shall vest in the
Earned Performance-based Restricted Stock Units up to the Maximum Threshold payout as determined pursuant to Section 2(b) and
Exhibit A to this Agreement. The Participant may not be entitled to receive a greater number of PRSU Award Shares than
the Earned Performance-based Restricted Stock Units at the Maximum Threshold payout, subject to adjustment as provided in the Plan. In
the event Performance-based Restricted Stock Units are forfeited or cancelled for any reason pursuant to this Agreement or otherwise,
no shares of Common Stock will be issued or payment made in settlement of such Performance-based Restricted Stock Units.


 


(ii)           Timing
and Manner of Settlement. Earned Performance-based Restricted Stock Units, including if vesting is accelerated as provided under the
Plan, will be converted to shares of Common Stock which the Company will issue and deliver to the Participant (either by delivering one
or more certificates for such shares or by entering such shares in book entry form in the name of the Participant or depositing such shares
for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged
to provide such services under the Plan) within sixty (60) days following the PRSU Vesting Date, except to the extent that shares of Common
Stock are withheld to pay tax withholding obligations pursuant to Section 3(c) of this Agreement.


 


(c)           Withholding
Taxes. Whenever any Time Restricted Stock Units and Performance-based Restricted Stock Units granted under the terms of this Agreement
vest and shares of Common Stock are issued in settlement thereof, the Participant is responsible to provide to the Company when due, the
minimum amount necessary for the Company to satisfy all of its federal, state and local withholding (including FICA) tax requirements
relating to such taxable event. The Committee may, in its sole discretion and upon terms and conditions established by the Committee,
permit or require the Participant to satisfy these minimum withholding tax obligations in connection with the settlement of the Time Restricted
Stock Units and Performance-based Restricted Stock Units by withholding shares of Common Stock issuable upon settlement of the Time Restricted
Stock Units or Performance-based Restricted Stock Units. When withholding shares of Common Stock for taxes is effected under this Agreement
and the Plan, it will be withheld only up to the minimum amount the Company reasonably determines is necessary to satisfy any tax withholding
obligation in the Participant’s applicable tax jurisdiction.


 






    	 	4	 



     


    

 


4.            Rights
of Participant; Transferability.


 


(a)           No
Right to Continued Employment. Nothing in the Plan or in this Agreement confers upon the Participant any right to continue in the
Service of the Company or any Subsidiary or interferes with or limits in any way the right of the Company or any Subsidiary to terminate
the Service of the Participant at any time, with or without notice and with or without cause.


 


(b)           Rights
as a Stockholder. Except as otherwise provided in the Plan, notwithstanding any restrictions to which Time Restricted Stock Units
and Performance-based Restricted Stock Units may be subject, a Participant will have all voting, dividend, liquidation and other rights
with respect to Award Shares issued in settlement of Earned Time Restricted Stock Units and Earned Performance-based Restricted Stock
Units only upon the Participant becoming the holder of record of such shares as if such Participant were a holder of record of such shares.


 


(c)           Dividends.
The Participant will not receive any cash dividends or Dividend Equivalents based on the dividends declared on the Common Stock underlying
the Time Restricted Stock Units and Performance-based Restricted Stock Units during the period between the Grant Date and the date the
Earned Time Restricted Stock Units or Earned Performance-based Restricted Stock Units are settled in shares of Common Stock.


 


(d)           Non-Transferability.
Except as otherwise expressly permitted by the Plan, unless approved by the Committee in its sole discretion, no right or interest of
the Participant in the Award Shares prior to the vesting of an Award and issuance of the Award Shares, will be assignable or transferable,
or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation
of law or otherwise.


 


5.            Purchase
and Sale Rights Relating to Common Stock.


 


(a)           Restriction
on Transfer of Common Stock. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly
permitted by this Section 5, prior to an initial public offering of shares of Common Stock, a Participant (or the executor,
administrator or other personal representative or other successor of a deceased Participant) may not sell, assign, transfer or otherwise
dispose of, directly or indirectly, by operation of law or otherwise, Award Shares acquired pursuant to an Incentive Award to a third
party without prior approval of such sale, assignment, transfer or disposition by the Committee or the Board, and any such attempted assignment,
transfer or sale, directly or indirectly, shall be void ab initio. A Participant may transfer, for no value, vested Award Shares to a
trust established by the Participant for estate planning purposes and controlled by the Participant.


 


(b)           Repurchase
Right. If the Participant either (A) commits any material breach of such Participant’s employment agreement or service
contract with the Company and either (1) that breach is not capable of being remedied or (2) if capable of remedy, the Participant
does not remedy that breach as soon as possible and in any event within thirty (30) days of receiving a notice from the Company requiring
the Participant to remedy that breach, or (B) the Participant’s employment with the Company is terminated for any reason, including
due to death or disability, the Company shall have the right, as determined by the Board, to repurchase all (and not less than all) of
the vested shares of Common Stock acquired by the Participant under this Plan, in accordance with the terms of this Section 5(b):


 


(i)            The
selling price of the vested shares of Common Stock purchased by the Company pursuant to this Section 5(b) shall be equal
to the Fair Market Value of such shares at the time of the repurchase.


 






    	 	5	 



     


    

 


(ii)           The
Company may exercise its election to acquire the Participant’s vested shares of Common Stock by delivery of ninety (90) days’
written notice to the Participant (or the Participant’s beneficiary in the event of the Participant’s death).


 


(iii)           The
closing of the purchase of the vested shares of Common Stock pursuant to this Section 5(b) shall take place at the principal
office of the Company not later than thirty (30) days following receipt of such notice by the Participant (or the Participant’s
beneficiary in the event of the Participant’s death).


 


(iv)           The
Participant (or the Participant’s beneficiary in the event of the Participant’s death) shall make such customary representations
and warranties as may be reasonably requested by the Company regarding such seller’s good title to, and the absence of liens on,
such vested shares of Common Stock.


 


(v)           The
Company will pay the purchase price for the vested shares of Common Stock purchased by the Company under this Section 5(b) in
cash, payable by wire transfer of immediately available funds to the bank account provided to the Company by the Participant (or the Participant’s
beneficiary in the event of the Participant’s death)


 


(c)           Put
Right. In the event (A) the Participant’s employment with the Company is terminated for any reason, including due to death
or disability (but excluding by voluntary resignation by the Participant) or (B) the Participant’s employment with the Company
is terminated by virtue of the Participant’s voluntary resignation after more than thirty-six (36) months have passed from the date
of the first grant of an Incentive Award under the Plan to the Participant, and, in each case, the Company has not exercised its right
under Section 5(b) to repurchase the Participant’s shares of Common Stock, the Participant (or the Participant’s
beneficiary in the event of death) shall have the right to elect to sell to the Company, and the Company shall be required to purchase
from the Participant, all (and not less than all) of the vested Award Shares acquired by the Participant under the Plan, in accordance
with the terms of this Section 5(c):


 


(i)            The
selling price of the vested Award Shares purchased by the Company pursuant to this Section 5(c) shall be equal to the
Fair Market Value of such shares at the time of the election to sell.


 


(ii)           The
Participant (or the Participant’s beneficiary in the event of the Participant’s death) may exercise an election to sell vested
Award Shares by delivery of thirty (30) days’ written notice specifying the number of vested Award shares to be sold.


 


(iii)          The
closing of the purchase of vested Award Shares of Common Stock pursuant to this Section 5(c) shall take place to the
principal office of the Company not later than thirty (30) days following receipt of such notice by the Company.


 






    	 	6	 



     


    

 


(iv)          The
Participant (or the Participant’s beneficiary in the event of the Participant’s death) shall make such customary representations
and warranties as may be reasonably requested by the Company regarding such seller’s good title to, and the absence of liens on,
such vested Award Shares.


 


(v)           The
Company will pay the purchase price for the vested Award Shares purchased by the Company under this Section 5(c) in cash,
payable by wire transfer of immediately available funds to the bank account provided to the Company by the Participant (or the Participant’s
beneficiary in the event of the Participant’s death).


 


(d)           Drag-Along
Rights. If at any time BNAC (alone or together with any of the other Company stockholders) proposes to effect the sale of shares of
Common Stock representing more than eighty percent (80%) of the total issued and outstanding shares of Common Stock, BNAC may require
the participation of all (and not less than all) of the shares of Common Stock owned by the Participant in such sale in the manner set
forth in this Section 5(d).


 


(i)            BNAC
shall exercise its rights pursuant to this Section 5(d) by delivering to the Company and each of the other Company stockholders
a written notice (the “Drag-along Notice”) of such proposed sale no later than fifteen (15) days prior to the
proposed closing thereof. Any Drag-along Notice shall make reference to the Participants’ obligations under this Section 5(d) and
shall describe in reasonable detail:


 


(A)          the
number of shares of Common Stock to be sold by BNAC;


 


(B)          the
person to whom such shares of Common Stock are proposed to be sold;


 


(C)          the
material terms and conditions of the sale, including the consideration to be paid; and


 


(D)          the
proposed date, time and location of the closing of the sale.


 


(ii)           In
any sale is subject to this Section 5(d), each of the Participants shall agree to sell all (and not less than all) of the
shares of Common Stock owned by the Participant, free and clear of any liens and on the same terms and conditions as BNAC in such sale.


 


(iii)          If
BNAC (alone or together with any of the other Company stockholders) proposes to effect the sale of shares of Common Stock representing
more than eighty percent (80%) of the total issued and outstanding shares of the Company’s Common Stock pursuant to this Section 5(d),
the Participants shall agree to consent to and not object to or exercise any appraisal or dissenters’ rights in connection with
such transaction. Without limiting the foregoing, each of the Participants will agree, if requested by BNAC, to execute and deliver a
power of attorney and custody agreement, in form and substance satisfactory to BNAC, with respect to the shares of Common Stock that are
to be included by them in any sale pursuant to this Section 5(d). The power of attorney and custody agreement will provide,
among other things, that each such Participant will:


 


(A)          deliver
to and deposit into custody with BNAC, named as the custodian therein, a certificate or certificates representing such shares of Common
Stock (duly endorsed in blank by the owner or owners thereof or accompanied by duly endorsed stock powers in blank); and


 






    	 	7	 



     


    

 


(B)           irrevocably
appoint BNAC as such stockholder’s agent and attorney-in-fact with full power to act thereunder on behalf of such stockholder with
respect to the matters specified therein.


 


(iv)          Each
Participant shall fully cooperate with BNAC and shall take all necessary actions to effectuate the sale of shares of Common Stock pursuant
to this Section 5(d), including entering into such agreements and delivering such certificates and instruments, as may be
reasonably requested from time to time by BNAC, provided that no Participant shall be:


 


(A)          liable
for any indemnification obligations to any potential purchaser in respect of such representations and warranties on a joint, rather than
several, basis, and in no event with respect to an amount in excess of the net cash proceeds to be paid to such stockholder in such transaction;
and


 


(B)           subject
to any escrow or similar arrangement relating to such transaction with respect to an amount in excess of the net cash proceeds to be paid
to such other stockholders in such transaction.


 


(v)           Each
of the Participants participating in the sale of shares of Common Stock by BNAC under this Section 5(d) shall be paid
a consideration (on a per share of Common Stock basis) on the same terms and conditions as BNAC in such sale.


 


6.             Change
in Control.


 


(a)           Acceleration;
Alternative Treatment. If a Change in Control of the Company occurs, then, except to the extent that an equivalent or substituted
Award is provided to the Participant to replace the Award pursuant to Section 9.2(b) of the Plan, or unless otherwise provided
by the Committee in its sole discretion at any time on or after the Date of Grant, the Award Shares will vest immediately and become non-forfeitable,
regardless of whether the Participant remains in the employ or service of the Company or any Subsidiary or any acquiring entity or successor
to the Company. In connection with a Change in Control, the Committee in its sole discretion, in lieu of providing an equivalent or substituted
Award to the Participant, may determine that all or any portion of the Award and corresponding Award Shares, whether or not vested, will
be terminated and forfeited and that in connection with such termination the Participant will receive for each Award Share a cash payment
(or the delivery of shares of stock, other securities or a combination of cash, stock and securities with a fair market value (as determined
by the Committee in good faith) equivalent to such cash payment) equal to the difference, if any, between the consideration received by
stockholders of the Company in respect of a share of Common Stock in connection with such Change in Control and the purchase price per
share, if any, under the Award, multiplied by the number of Award Shares subject to the grant; provided, however, that if
such product is zero ($0) or less, the Award may be canceled and terminated without payment therefor.


 






    	 	8	 



     


    

 


(b)           Stockholders’
Representative. In connection with any Change in Control, the Participant agrees that (i) any Stockholders’ Representative
appointed by the Company’s stockholders in connection with such Change in Control shall, without any further authorization or other
action by the Participant, be appointed as such Participant’s representative and attorney-in-fact in connection with such Change
in Control on the same terms and to the same extent as such Stockholders’ Representative is appointed by the Company’s stockholders
in connection with such Change in Control and (ii) the Participant will execute promptly on request of the Company any documents
the Company deems necessary or desirable to provide further assurance of the foregoing appointment.


 


7.             Securities
Laws Restrictions.


 


(a)           General
Restrictions. Notwithstanding any other provision of the Plan or this Agreement, the Company will not be required to issue any shares
of Common Stock pursuant to the Award, and the Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock
issued pursuant to the Award: (i) unless there is in effect with respect to such shares a registration statement under the Securities
Act and any applicable securities laws of a state or foreign jurisdiction or an exemption from such registration under the Securities
Act and applicable state or foreign securities laws; (ii) unless there has been obtained any other consent, approval or permit from
any other U.S. or foreign regulatory body which the Committee, in its sole discretion, deems necessary or advisable; and (iii) if
at any time at which the Company is not required to file reports with the SEC pursuant to Sections 12(b), 12(g) or 15(d) of
the Exchange Act or the rules and regulations thereunder, such issuance, sale or transfer would cause the number of stockholders
of the Company to increase such that the Company would be within ten (10) stockholders of the number that would cause the Company
to be required to file reports with the SEC pursuant to Sections 12(g) or 15(d) of the Exchange Act and the rules and regulations
thereunder. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties
involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable
by the Company in order to comply with such securities law or other restrictions.


 


(b)           Market
Stand-Off Restrictions. The Participant agrees that, for a 180-day period following the effective date of a registration of the Company’s
securities under the Securities Act, and subject to the terms and conditions of Section 11.2 of the Plan, the Participant will not,
without the prior written consent of the Company or the representative(s) of any underwriters, (i) sell, pledge, offer to sell,
contract to sell (including any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Participant
or are thereafter acquired); or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.


 






    	 	9	 



     


    

 


8.            Miscellaneous.


 


(a)           Award
Shares Subject to the Plan. This Time Restricted Stock Award Agreement and the shares of Common Stock granted and issued pursuant
to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated
by reference in this Agreement in their entirety, and the Participant, by execution of the Time Restricted Stock Award Notice, acknowledges
having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities
in this Agreement will be interpreted by reference to the Plan. If any provision of this Agreement is inconsistent with the terms of the
Plan, the terms of the Plan will prevail.


 


(b)           Section 409A.
It is intended that payments under this Agreement qualify as short-term deferrals exempt from the requirements of Section 409A of
the Code. This Agreement shall be construed and administer to give full effect to such intention


 


(c)           Binding
Effect. This Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the parties to this
Agreement.


 


(d)           Governing
Law and Venue. This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and
governed by the laws of the State of New York, without regard to conflicts of laws provisions of any jurisdictions. Any legal proceeding
related to this Agreement will be brought in an appropriate New York court, and the parties to this Agreement consent to the exclusive
jurisdiction of the court for this purpose.


 


(e)           Entire
Agreement. This Agreement, the Time Restricted Stock Unit Award and Performance-based Restricted Stock Unit Award Notice and the Plan
set forth the entire agreement and understanding of the parties to this Agreement with respect to the award of Award Shares and the administration
of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the award of the Award Shares and the
administration of the Plan.


 


(f)           Amendment
and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument
executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.


 


(g)           Construction.
Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision
of this Agreement is to any extent invalid under the applicable law, such provision will still be effective to the extent it remains valid.
The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.


 






    	 	10	 



     


    

 


EXHIBIT A


 


PRSU KPIs


 


Performance Period. The following PRSU
KPIs are based on the performance period beginning on January 1, 2021 and ending on the earlier of December 31, 2023, the date
of an IPO, or the date of a Change in Control.


  


	PRSU KPIs	 	Minimum

 Threshold	 	 	Target

 Threshold	 	 	Maximum

 Threshold	 	 	Weighting	 
	Total Shareholder Return (TSR)	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	60	%
	Return on Capital Employed (ROCE)	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	20	%
	IPO Readiness	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	20	%
	Payout Percentage	 	 	0	%	 	 	100	%	 	 	200	%	 	 	 	 


 


Total Shareholder Return (TSR)


 


Total Shareholder Return or “TSR”is
defined as the Fair Market Value of the Fully Diluted Shares [defined?] outstanding (in dollars per share) divided by the Base Price less
any common dividends paid per share incorporating the timing on when such dividend payments are paid on a daily basis to accurately estimate
the time weighted rate of return, stated in a percent. TSR is expressed as the following formula:


 


TSR = [(Fair Market Value per fully
diluted common share) ÷ (Base Price less cumulative dividends paid per share (time weighted))] ^ (1/Years) less 100%


 


(i)            Public
Company Basis. If the company has successfully completed an IPO then the TSR calculation will incorporate the IPO Average Trading
Price as the basis for determining the Fair Market Value of the company. In the event of a reverse merger to go public, the Company would
utilize the average trading price of the common stock of the reverse merged company over the 30 trading days following the reverse merger
as the basis for Fair Market Value.


 


(ii)            Private
Company Basis. If the company has not successfully completed an IPO, and there is no imminent plans to IPO, then on the third anniversary
of the Plan Effective Date, the Fair Market Value would be determined according to Section 2.19 for utilization in the TSR calculation.


 


The TSR shall be expressed as the following formula
in the event of a reverse merger:


 


TSR=[Implied BKV Shareholders Equity
Value* per Share** on a fully diluted common stock price) ÷ (common stock par value less cumulative dividends paid per share)]
^(1/Years O/S) less 100%


 






     


     


    

 


*“Implied BKV Shareholders Equity Value”
means the average market value that the existing (pre-merger) shareholders of the Company own, based on the average 30 day closing price
of the combined company’s stock, as measured 30 trading days immediately preceding the effective transaction date of the reverse
merger.


 


** “Share” means the number
of Fully Diluted Shares outstanding for BKV shareholders, prior to the reverse merger transaction effective date.


 


For purposes of determining TSR, “Fully
Diluted Shares” means the total number of shares of Common Stock that are outstanding and available to trade on the open market
after all sources of conversion are exercised or occur, including, without limitation, any stock options, convertible bonds, vested TRSUs
and vested PRSUs.


 


Average Return on Capital Employed (ROCE).


 


The Return on Capital Employed or “ROCE”
is defined as the Earnings Before Interest and Tax (“EBIT”) as calculated on US GAAP basis, divided by Total Assets less Current
Liabilities (including the current portion of debt). ROCE is expressed as the following formula:


 


ROCE = Average (EBIT / Capital Employed) over
the performance period, where:


 


		●	EBIT = Earnings Before Interests & Tax (U.S. GAAP)



 


		●	Capital Employed = Total Assets – Current Liabilities including Assumed Current Portion of Debt
(U.S. GAAP)



 


IPO Readiness.


 


IPO Readiness means the overall assessment of
the Company’s readiness to successfully complete an IPO, as determined by a reputable third-party consultant evaluating all aspects
of the Company’s capability to be publicly listed and (“Yes” or “No”) and the date at which the Company
is ready (based on when the assessment was conducted).