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	Reimbursement of Expenses	6
	2.5	Indemnification	6
	Article III INFORMATION 	6
	3.1	Information	6
	3.2	Certain Reports	7
	3.3	Disclosure of Information	7
	Article IV REGISTRATION RIGHTS 	9
	4.1	Demand and Piggyback Rights	9
	4.2	Notices, Cutbacks and Other Matters	11
	4.3	Facilitating Registrations and Offerings	12
	4.4	Reporting Obligations	15
	4.5	Indemnification	15
	Article V GENERAL PROVISIONS 	16
	5.1	Termination	16
	5.2	Notices	17
	5.3	Amendment; Waiver	18
	5.4	Further Assurances	18
	5.5	Assignment	18
	5.6	Third Parties	18
	5.7	Governing Law	18
	5.8	Jurisdiction; Waiver of Jury Trial	18
	5.9	Specific Performance	18
	5.10	Entire Agreement	18
	5.11	Severability	18
	5.12	Table of Contents, Headings and Captions	18
	5.13	Counterparts	19
	5.14	Effectiveness	19
	5.15	No Recourse	19


 






     


     


    

 


FORM OF STOCKHOLDERS’ AGREEMENT


 


This Stockholders’ Agreement is entered
into as of [               ], 2022, by and between
BKV Corporation, a Delaware corporation (the “Company”), and Banpu North America Corporation, a Delaware corporation
(“BNAC“), to be effective as of the Effective Date (as defined herein). Unless otherwise defined herein, capitalized
terms used herein shall have the respective meanings set forth in Article I hereof. The Company and BNAC are collectively
referred to herein as the “Parties” and individually as a “Party.”


 


RECITALS:


 


WHEREAS, the Parties entered into that certain
Stockholders’ Agreement, dated as of May 1, 2020, among the Parties and certain other Persons named therein (as amended, the
 “Original Stockholders’ Agreement”);


 


WHEREAS, in connection with the initial public
offering (the “IPO”) of shares of the Company’s Common Stock, the Company intends to consummate the transactions
described in the Registration Statement on Form S-1 (Registration No. 333-[               ]);
and


 


WHEREAS, effective as of the closing of the IPO,
(i) the Original Stockholders’ Agreement shall terminate in its entirety in accordance with its terms and shall be of no further
force nor effect and (ii) the Parties are entering into this Agreement to set forth certain understandings between such Parties,
including with respect to certain governance matters.


 


NOW, THEREFORE, in consideration of the mutual
promises, covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:


 


Article I

INTRODUCTORY MATTERS


 


1.1          Defined
Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with
initial capital letters:


 


(a)           “Affiliate”
means, with respect to any Person, any Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled
by or is under common Control with such Person; provided, however, that for the purposes of this Agreement, the Affiliates of Banpu shall
not include the Company and its Subsidiaries.


 


(b)           “Agreement”
means this Stockholders’ Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms hereof.


 


(c)          “Applicable
Percentage” means, at any time, the then-applicable percentage of the voting power of shares of the Company’s capital
stock entitled to vote generally in the election of directors that is beneficially owned, directly or indirectly, by Banpu.


 


(d)           “Auditor”
means the independent registered public accounting firm appointed by the Board or the Audit Committee of the Board as auditor of the
Company from time to time.


 


(e)           “Banpu”
means BNAC, together with its successors and permitted assigns, but excluding the Company and its Subsidiaries.


 


(f)            “Banpu
Designee” has the meaning set forth in Section 2.1(a) hereof.


 


(g)           “beneficially
own” (including its correlative meanings, “beneficially owned” and “beneficial ownership”) has the
meaning set forth in Rule 13d-3 promulgated under the Exchange Act.


 






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(h)           “BNAC”
has the meaning set forth in the Preamble.


 


(i)            “Board”
means the board of directors of the Company.


 


(j)            “Budget”
means the annual budget for the Company and its Subsidiaries as approved and/or amended from time to time by the Board.


 


(k)           “Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York,
NY are authorized or obligated by law or executive order to close.


 


(l)            “Business
Plan” means the rolling business plan for the Company and its Subsidiaries updated annually in respect of the forthcoming five
(5) year period setting out details of their strategic planning in respect of market growth, capital expenditure, financing, tax
and contingency planning, and compared against the applicable Budget, as approved and/or amended from time to time by the Board.


 


(m)          “Bylaws”
means the Company’s Amended and Restated Bylaws as in effect on the Effective Date, as the same may be amended or restated from
time to time.


 


(n)           “Certificate
of Incorporation” means the Company’s Second Amended and Restated Certificate of Incorporation as in effect on the Effective
Date, as the same may be amended or restated from time to time.


 


(o)           “Common
Stock” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company
into which such common stock is reclassified or reconstituted.


 


(p)           “Company”
has the meaning set forth in the Preamble.


 


(q)           “Confidential
Information” has the meaning set forth in Section 3.3(a)(i) hereof.


 


(r)            “Control”
(including its correlative meanings, “Controlled by” and “under common Control with”) means the
possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership
of ownership interests, by contract or otherwise) of a Person.


 


(s)           “Demand
Notice” has the meaning set forth in Section 4.1(a)(i) hereof.


 


(t)            “Director”
means any director of the Company.


 


(u)           “Effective
Date” means the date on which the closing of the IPO occurs.


 


(v)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the
same may be amended from time to time.


 


(w)          “FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


(x)            “GAAP”
means generally accepted accounting principles in the United States.


 


(y)           “Governmental
Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government.


 


(z)            “IFRS”
means the International Financial Report Standards issued by the IFRS Foundation and the International Accounting Standards in effect
at the time to which the related reference to such principles pertains.


 






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(aa)         “IPO”
has the meaning set forth in the Recitals.


 


(bb)         “Law”
means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other
governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the
foregoing by, any Governmental Authority and any rules and regulations of a Recognized Exchange.


 


(cc)         “Maximum
Designee Number” means (i) from the Effective Date until (but not including) the one-year anniversary of the Effective
Date: the number equal to (x) the Total Number of Directors less (y) three (3); (ii) from and after the one-year anniversary
of the Effective Date until (but not including) the first date on which Banpu beneficially owns, directly or indirectly, 50% or less
of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors: the number
equal to (x) the Total Number of Directors less (y) four (4); and (iii) from and after the first date on which Banpu beneficially
owns, directly or indirectly, 50% or less of the voting power of all shares of the Company’s capital stock entitled to vote generally
in the election of directors: the number equal to (x) the Total Number of Directors less (y) the minimum number of Directors
that would constitute a majority of the Total Number of Directors.


 


(dd)         “Original
Stockholders’ Agreement” has the meaning set forth in the Recitals.


 


(ee)         “Party”
or “Parties” has the meaning set forth in the Preamble.


 


(ff)           “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity
under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.


 


(gg)         “Recognized
Exchange” means The New York Stock Exchange or the Nasdaq Capital Market.


 


(hh)         “Registrable
Securities” means shares of Common Stock held by Securityholder from time to time. For purposes of this Agreement, Registrable
Securities shall cease to be Registrable Securities when (i) a registration statement covering resales of such Registrable Securities
has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such
effective registration statement, (ii) such Registrable Securities are eligible to be sold by Securityholder owning such Registrable
Securities (including Registrable Securities deliverable to Securityholder under an effective Exchange Registration) pursuant to Rule 144
or 145 (or any similar provision then in effect) under the Securities Act, without any restriction or limitation thereunder on volume
or manner of sale, or (iii) such Registrable Securities cease to be outstanding shares of Common Stock of the Company.


 


(ii)           “Registration
Expenses” means any and all expenses incurred in connection with the performance of or compliance with Article IV
hereof, including:


 


(i)            all
SEC, stock exchange, or FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent
underwriter,” as such term is defined in Rule 5121 of FINRA, and of its counsel);


 


(ii)           all
fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in
connection with blue sky qualifications of the Registrable Securities);


 


(iii)          all
printing, messenger and delivery expenses;


 


(iv)          all
fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or FINRA and all rating
agency fees;


 






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(v)           the
reasonable fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any
special audits and/or comfort letters required by or incident to such performance and compliance;


 


(vi)          any
fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance if the
Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection
with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any;


 


(vii)         the
reasonable fees and out-of-pocket expenses of not more than one (1) law firm incurred by Securityholder in connection
with the registration;


 


(viii         the
costs and expenses of the Company relating to analyst and investor presentations or any “road show” undertaken in connection
with the registration and/or marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of Securityholder);
and


 


(ix)           any
other fees and disbursements customarily paid by the issuers of Securities.


 


(jj)           “SEC”
means the Securities and Exchange Commission.


 


(kk)         “Securities”
means capital stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes,
bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any
Person.


 


(ll)           “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may
be amended from time to time.


 


(mm)        “Securityholder”
means Banpu.


 


(nn)         “Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which:
(i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited
liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership
interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly
or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity
if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity
gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited
liability company, partnership, association or other business entity.


 


(oo)         “Total
Number of Directors” means the total number of directors comprising the Board, including any vacancies.


 


(pp)         “WKSI”
means a well-known seasoned issuer, as defined in Rule 405 under the Securities Act.


 


1.2          Construction.
The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of
strict construction will be applied against any Party. Unless the context otherwise requires: (a) “or” is disjunctive
but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words
 “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless
otherwise specified.


 






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Article II

CORPORATE GOVERNANCE MATTERS


 


2.1          Election
of Directors.


 


(a)            Following
the Effective Date, and for so long as Banpu beneficially owns, directly or indirectly, 10% or more of the voting power of all shares
of the Company’s capital stock entitled to vote generally in the election of directors, BNAC shall have the right (but not the
obligation) pursuant to this Agreement to designate for nomination to the Board a number of individuals (each, a “Banpu Designee”)
equal to the number of Directors (all decimal numbers to be rounded up to the nearest whole number) determined by multiplying the Applicable
Percentage to the Total Number of Directors; provided, however, that such number of individuals shall not exceed the Maximum Designee
Number.


 


As of the Effective Date, the initial Banpu Designees
shall be [               ]. BNAC shall
give written notice to the Corporate Governance and Nominating Committee of the Board of each Banpu Designee no later than the date that
is sixty (60) days prior to the first anniversary of the date that the Company’s annual proxy for the prior year was first mailed
to the Company’s stockholders. For the avoidance of doubt, BNAC shall not have any rights to designate a Director pursuant to this
Agreement from and after the first date on which Banpu beneficially owns, directly or indirectly, less than 10% of the voting power of
all shares of the Company’s capital stock entitled to vote generally in the election of directors.


 


(b)            In
the event that a vacancy is created or exists at any time by the death, disability, retirement or resignation of any Banpu Designee or
as a result of BNAC not yet designating a person to fill such vacancy or Board seat, any individual nominated by or at the direction
of the Board or any duly authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause
such vacancy to be filled, as soon as possible, by a new designee of BNAC, and the Company shall take, to the fullest extent permitted
by law, at any time and from time to time, all actions necessary to accomplish the same, including by taking Board action to appoint
such Banpu Designee to the Board to fill such vacancy.


 


(c)            The
Company and Banpu shall, to the fullest extent permitted by law, take all actions to cause the Board to include the Chief Executive Officer
of the Company.


 


(d)            The
Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders
called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its best efforts
to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided
herein, recommending such individual’s election and soliciting proxies or consents in favor thereof.


 


(e)            If
at any time Banpu’s beneficial ownership is reduced such that it would no longer be entitled pursuant to Section 2.1(a) hereof
to designate for nomination to the Board the full number of individuals that constitute the Banpu Designees at such time, then it shall
promptly (and in any event within two (2) Business Days) cause such number of Banpu Designees then serving as Directors on the Board
to resign from the Board (such resigning Directors to be selected at BNAC’s discretion, and to be replaced by nominees chosen by
the remaining Directors in office) as is necessary so that the remaining number of Banpu Designees then serving on the Board is less
than or equal to the number of Banpu Designees that BNAC is then entitled to designate for nomination pursuant to Section 2.1(a) hereof.


 


2.2          Chairman
of the Board.


 


(a)            For
so long as Banpu beneficially owns at least 25% of the voting power of shares of the Company’s capital stock entitled to vote generally
in the election of directors, BNAC shall have the right (but not the obligation) pursuant to this Agreement to designate the Chairman
of the Board from among the Banpu Designees.


 






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(b)            The
individual designated as Chairman of the Board shall serve as such for a three-year term, or until such earlier time as such individual
retires or is otherwise replaced by BNAC as Chairman.


 


(c)            In
the event that the Chairman of the Board ceases to hold office as a Director during his or her term as Chairman at a time when BNAC has
the right pursuant to Section 2.2(a) hereof to designate the Chairman, BNAC shall have the right (but not the obligation)
pursuant to this Agreement to designate a new Chairman of the Board from among the other Banpu Designees. Such new Chairman of the Board
shall serve for the remainder of the term of the Chairman who ceased to hold office.


 


2.3          Amendment
of Certificate of Incorporation and Bylaws. Neither the Certificate of Incorporation nor the Bylaws shall be amended in a manner
inconsistent with the terms of this Agreement without the consent of BNAC.


 


2.4          Reimbursement
of Expenses. The Company shall cause each Director to be promptly reimbursed for all reasonable and documented out-of-pocket
costs and expenses incurred by him or her in connection with (a) attending meetings of the Board or any committee thereof and other
meetings and events attended on behalf of the Company and (b) serving as a member of the Board.


 


2.5          Indemnification.
Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director or an officer of
the Company or is or was serving at the request of the Company as a director, officer, or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an employee benefit plan, shall be indemnified and held harmless
by the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware as it now exists or may hereafter
be amended, subject to the terms and conditions set forth in the Bylaws.


 


Article III

INFORMATION


 


3.1          Information.


 


(a)            For
so long as BNAC shall have the right pursuant to this Agreement to nominate to the Board at least one (1) Director, the Company
shall prepare, or procure the preparation of, and shall submit to BNAC:


 


(i)            the
financial information set forth in Section 3.2 hereof; and


 


(ii)           such
information as BNAC may reasonably require relating to the business or financial condition of the Company or any of its Subsidiaries
within a reasonable period.


 


(b)            The
Company shall not be required to disclose any privileged information of the Company so long as the Company has used commercially reasonable
efforts to enter into an arrangement pursuant to which it may provide such information to BNAC without the loss of any such privilege.
Further, BNAC may request that the Company not provide any of the information required pursuant to this Section 3.1 or Section 3.2
hereof if such information is reasonably expected to contain any material non-public information (within the meaning of
U.S. federal securities laws).


 


(c)            On
or before September 15 of each fiscal year, the Company shall prepare and deliver to the Board a detailed draft of the Budget and
Business Plan for the Company and its Subsidiaries (including the financial projection and estimated major items of revenue and capital
expenditure) for the following fiscal year, broken down on a monthly basis, and an accompanying cash flow forecast, together with a balance
sheet showing the projected position of the Company and its Subsidiaries as at the end of the following fiscal year. The Company shall
use reasonable efforts to finalize such Budget and Business Plan for the following fiscal year on before November 15.


 






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3.2          Certain
Reports. For so long as Banpu beneficially owns at least 25% of the voting power of shares of the Company’s capital stock
entitled to vote generally in the election of directors, the Company shall deliver or cause to be delivered to BNAC:


 


(a)            as
soon as available, but in any event not later than twenty (20) days after the end of each of month, (i) the unaudited monthly consolidated
financial statements of the Company for the month then ended, in each case, prepared in accordance with IFRS, (ii) a report of the
Company’s production by basin for such month then ended and (iii) the Company’s safety report for the month then ended;


 


(b)            as
soon as available, but in any event not later than forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year, the unaudited quarterly consolidated financial statements of the Company for the fiscal quarter then ended, in each
case, prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments
and (ii) not contain all notes thereto that may be required in accordance with GAAP);


 


(c)            as
soon as available, but in any event not later than ninety (90) days after the end of each fiscal year, the audited consolidated financial
statements of the Company for the fiscal year then ended, in each case, prepared in accordance with GAAP;


 


(d)            as
soon as available, but in any event not later than (i) forty-five (45) days after the end of each of the first three (3) quarters
of each fiscal year and (ii) ninety (90) days after the end of each fiscal year, the consolidated financial statements of the Company,
in each case, prepared in accordance with IFRS, together with such other information as BNAC may request that is reasonably required
by Banpu in order to prepare and present its consolidated financial statements in accordance with applicable Law and stock exchange requirements.


 


3.3          Disclosure
of Information.


 


(a)            Subject
to Section 3.3(b) hereof, BNAC shall, and shall use all reasonable efforts to ensure that Banpu, its Affiliates and
its and their respective representatives shall:


 


(i)            hold
in strict confidence and keep confidential the following (the “Confidential Information”):


 


(1)            all
communications between them and the Company or any of its Subsidiaries;


 


(2)            all
information and other materials that pertain to the Company’s or any of its Subsidiaries’ businesses which is not available
to the public, whether written, oral, electronic, visual form or any other media, including, without limitation, such information that
is proprietary or confidential or concerning the Company’s or any of its Subsidiaries’ ownership, operations or proposed
operations, projects, strategies, business plans, actual or projected financial or operating data, contracts, books and records; and


 


(3)            any
information relating to this Agreement, the customers, business, assets or affairs of the Company and its Subsidiaries and all information
concerning the business transactions and/or financial arrangements of the Company and its Subsidiaries that Banpu may have or acquire
as a stockholder of the Company or through making appointments to the Board; and


 


(ii)            (1) not
use any Confidential Information for any purpose other than to evaluate and analyze the Company’s and its Subsidiaries’ assets
and operations and its interest therein and (2) not disclose any Confidential Information to any Person (other than a Director or
officer of the Company) without the consent of the Company.


 






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(b)            Section 3.3(a) hereof
shall not prohibit disclosure or use of any information if and to the extent:


 


(i)            the
information is or becomes publicly available, other than by breach of this Agreement;


 


(ii)           the
Company has given prior written approval to the disclosure or use;


 


(iii)          the
Board has confirmed in writing that such information is not confidential;


 


(iv)          Banpu
is able to demonstrate to the Company that such information was independently developed, sourced or acquired by it or any of its Affiliates
after the date of this Agreement without the use of any Confidential Information;


 


(v)           the
disclosure or use is required by Law, any governmental or regulatory body or any securities exchange on which the shares of Banpu or
its Affiliates are listed; provided, that Banpu has provided the Company with prior notice and a reasonable opportunity to comment on
such disclosure;


 


(vi)          the
disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of this Agreement or any documents
to be entered pursuant to it;


 


(vii)          the
disclosure is reasonably made to a tax authority if and to the extent such disclosure is reasonably required for the purposes of the
tax affairs of Banpu or its Affiliates; or


 


(viii)        the
disclosure of information by BNAC to Banpu or its or their respective representatives on a need to know basis and on terms that such
Persons undertake to comply with the provisions of this Section 3.3 as if they were a party to this Agreement.


 


(c)            Upon
Banpu ceasing to be a stockholder of the Company, BNAC shall, and shall use all reasonable efforts to ensure that Banpu, its Affiliates
and its and their respective representatives shall, promptly:


 


(i)            return
all written Confidential Information provided to it or its Affiliates or its or their respective representatives which is in such Person’s
possession or under its custody and control without keeping any copies thereof;


 


(ii)           destroy
all analyses, compilations, notes, studies, memoranda or other documents prepared by it or its Affiliates or its or their respective
representatives to the extent that the same contain, reflect or derive from any Confidential Information relating to the Company or any
of its Subsidiaries or their business; and


 


(iii)          so
far as it is practicable to do so (but, in any event, subject to continuing compliance with the duties of confidentiality contained in
this Agreement), expunge any Confidential Information relating to the Company or any of its Subsidiaries or their business in its possession
or under its custody and control from any computer, word processor or other device;


 


provided that (1) Banpu may
retain (A) any Confidential Information relating to the Company or any of its Subsidiaries or their business as may be required
by Law or contained or referred to in board minutes or in documents referred to therein and (B) any Confidential Information residing
in its automatic data backup systems; and (2) Banpu’s advisers may keep one (1) copy of any documents in their possession
for record purposes, in each case subject to continuing compliance with the duties of confidentiality contained in this Agreement, notwithstanding
any termination thereof.


 






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(d)           Subject
to the foregoing provisions of this Section 3.3, no public disclosure or announcement of any kind regarding the Company shall
be made by Banpu unless Banpu has notified the Company prior to any such disclosure or announcement, in which case Banpu shall take all
reasonable steps to obtain the consent of the Company to the contents of such disclosure or announcement (such consent not to be unreasonably
withheld or delayed).


 


(e)            The
obligations contained in this Section 3.3 shall last three (3) years after the termination of this Agreement pursuant
to Section 5.1 hereof.


 


Article IV

REGISTRATION RIGHTS


 


4.1          Demand
and Piggyback Rights.


 


(a)            Right
to Demand a Non-Shelf Registered Offering.


 


(i)            Upon
the written demand of Securityholder (a “Demand Notice”) made at any time and from time to time following the date
that is six (6) months after the consummation of the IPO, the Company will facilitate in the manner described in this Agreement
a non-shelf registered offering of the Registrable Securities requested by Securityholder to be included in such offering; provided that
the Company shall not be obligated to effect more than two (2) such offerings in any twelve (12) month period.


 


(ii)            Any
demanded non-shelf registered offering may, at the Company’s option, include shares of Common Stock to be sold by the Company for
its own account and will also include any other Registrable Securities to be sold by the holders of registration rights granted other
than pursuant to this Agreement exercising such rights, to the extent exercising such rights on a timely basis. In order to be valid,
the Demand Notice must provide the information described in Section 4.2(a) hereof (if applicable) and Section 4.3(e) hereof
or be followed by such information, when requested as contemplated by Section 4.3(e) hereof.


 


(iii)          Without
limiting any other obligations of the Company hereunder, as soon as reasonably practicable, but in no event later than forty-five (45)
days after receiving a valid Demand Notice satisfying the criteria set forth in Section 4.1(a) hereof, the Company shall
file (or confidentially submit, at the Company’s discretion) with the SEC a registration statement covering all of the Registrable
Securities covered by such Demand Notice and any other registrable securities properly requested in accordance with other registration
rights agreements with the Company, but subject in each case to any cutbacks imposed in accordance with Section 4.2(f) hereof
and the limitations set forth in Section 4.1(e) hereof.


 


(b)            Right
to Piggyback on a Non-Shelf Registered Offering. In connection with any registered offering of shares of Common Stock covered by
a non-shelf registration statement (including at the initiative of the Company), Securityholder may exercise piggyback rights to have
included in such offering Registrable Securities held by it, subject to any cutbacks imposed in accordance with Section 4.2(f) hereof
and the limitations set forth in Section 4.1(e) hereof. The Company will facilitate in the manner described in this
Agreement any such non-shelf registered offering.


 


(c)            Right
to Demand and be Included in a Shelf Registration.


 


(i)            Upon
the delivery of a Demand Notice by Securityholder, provided at any time and from time to time when the Company is eligible to utilize
Form S-3 or a successor form to sell shares of Common Stock in a secondary offering on a delayed or continuous basis in accordance
with Rule 415 under the Securities Act, the Company will facilitate in the manner described in this Agreement a shelf registration
of the Registrable Securities held by Securityholder requested by it to be included in such shelf. If, at the time of such request, the
Company is eligible for WKSI status, such shelf registration shall, upon the approval of the Board, cover an unspecified number of Registrable
Securities to be sold by the Company and Securityholder.


 






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(ii)            Without
limiting any other obligations of the Company hereunder, as soon as reasonably practicable, but in no event later than forty-five (45)
days after receiving a valid Demand Notice as set forth in Section 4.1(c)(i) hereof, the Company shall file (or confidentially
submit, at the Company’s discretion) with the SEC a shelf registration statement covering all of the Registrable Securities covered
by such Demand Notice and any other registrable securities properly requested in accordance with other registration rights agreements
with the Company, but subject in each case to any cutbacks imposed in accordance with Section 4.2(f) hereof and the
limitations set forth in Section 4.1(e) hereof.


 


(d)            Demand
and Piggyback Rights for Shelf Takedowns.


 


(i)            Upon
the delivery of a Demand Notice by Securityholder, provided at any time and from time to time after a shelf registration statement has
been declared effective by the SEC, the Company will facilitate in the manner described in this Agreement a “takedown” of
Registrable Securities off of an effective shelf registration statement; provided that the Company shall not be obligated to effect (1) an
underwritten shelf takedown unless such offering shall include securities with a total offering price (including piggyback securities
and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000 and (2) more than two
(2) underwritten offerings demanded pursuant to this Section 4.1(d) or Section 4.1(a) hereof in
any twelve (12) month period.


 


(ii)            In
connection with any underwritten shelf takedown (including at the initiative of the Company), Securityholder may exercise piggyback rights
to have included in such takedown Registrable Securities held by it that are registered on such shelf.


 


(e)            Limitations
on Demand and Piggyback Rights.


 


(i)            Any
demand for the filing of a registration statement or for a registered offering or takedown, and the exercise of any piggyback registration
rights, will be subject to the constraints of any applicable contractual lockup arrangements, and any such demand must be deferred until
such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown,
no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to
the contrary, Securityholder will not have piggyback or other registration rights with respect to the following registered primary offerings
by the Company: (1) a registration relating solely to employee benefit plans; (2) a registration on Form S-4 or S-8 (or
other similar successor forms then in effect under the Securities Act); (3) a registration pursuant to which the Company is offering
to exchange its own Securities for other Securities; (4) a registration statement relating solely to dividend reinvestment or similar
plans; (5) a shelf registration statement relating to debt securities of the Company or any Subsidiary that are convertible for
common equity of the Company; or (6) a registration where the Registrable Securities are not being sold for cash.


 


(ii)           The
Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement
for a reasonable “blackout period” not in excess of ninety (90) days if (1) the Company has initiated a registered offering
of its securities and continues to actively employ, in good faith, all reasonable efforts to cause the applicable registration statement
to become effective; (2) Securityholder has requested an underwritten offering and the Company and Securityholder are unable to
obtain the commitment of underwriters to firmly underwrite the offer; or (3) the Board determines in good faith that such registration
or offering could materially interfere with a bona fide business, acquisition or divestiture or financing transaction of the Company
or is reasonably likely to require premature disclosure of information that the Company has a bona fide business purpose for not
disclosing publicly; provided that the Company shall not delay the filing of any demanded registration statement more than one (1) time
in any twelve (12) month period.


 






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4.2          Notices,
Cutbacks and Other Matters.


 


(a)            Notifications
Regarding Registration Statements. In order for Securityholder to exercise its right to demand that a registration statement be filed,
it must include in its Demand Notice the number of Registrable Securities sought to be registered, the complete name of the selling Securityholder
and the proposed plan of distribution.


 


(b)            Notifications
Regarding Registration Piggyback Rights.


 


(i)            In
the event that the Company files (or confidentially submits) a registration statement with respect to a non-shelf registered offering,
the Company will promptly give to Securityholder a written notice thereof as soon as practicable, but in no event less than seven (7) Business
Days before the anticipated filing (or confidential submission) date of such registration statement. If Securityholder wishes to exercise
its piggyback rights with respect to any such non-shelf registration statement, it must notify the Company of the number of Registrable
Securities it seeks to have included in such registration statement in a written notice given within five (5) Business Days after
the date of the Company’s notice.


 


(ii)            In
the event that the Company proposes to conduct an underwritten shelf takedown, the Company will promptly give to Securityholder a written
notice thereof as soon as practicable, but in no event less than five (5) Business Days before the expected date of commencement
of marketing efforts for such underwritten shelf takedown. If Securityholder wishes to exercise its piggyback rights with respect to
any such underwritten shelf takedown, it must notify the Company of the number of Registrable Securities it seeks to have included in
such takedown in a written notice given within two (2) Business Days after the date of the Company’s notice.


 


(iii)          Pending
any required public disclosure and subject to applicable legal requirements, the Parties will maintain appropriate confidentiality of
their discussions regarding a prospective registration and/or offering.


 


(c)            Notifications
Regarding Demanded Underwritten Takedowns.


 


(i)            At
any time and from time to time after a shelf registration statement has been declared effective by the SEC, if Securityholder wishes
to exercise its demand with respect to any “takedown” of Registrable Securities off of such effective shelf registration
statement, it must notify the Company of the number of Registrable Securities it seeks to have included in such registration statement
in a written notice and the expected price range of such offering no later than 5:00 p.m., New York City time, on the second (2nd) Business
Day prior to any public announcement of such anticipated takedown.


 


(ii)            Pending
any required public disclosure and subject to applicable legal requirements, the Parties will maintain appropriate confidentiality of
their discussions regarding a prospective takedown.


 


(d)           Requirements
for Participation in Underwritten Offerings.


 


(i)            If
Securityholder proposes to distribute its Registrable Securities through an underwritten offering, it shall enter into an underwriting
agreement in customary form with the underwriters selected for such underwritten offering and the Company.


 


(ii)           Subject
to Section 4.2(e) hereof, Securityholder may not participate in any underwritten offering for equity securities of the
Company pursuant to a registration initiated by the Company hereunder unless it (1) agrees to sell its securities on the basis provided
in any underwriting arrangements approved by the Company and (2) completes and executes all customary questionnaires, powers of
attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under
the terms of such underwriting arrangements.


 






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(e)            Plan
of Distribution, Underwriters, Advisors and Counsel. If a majority of the Registrable Securities proposed to be sold in an underwritten
offering through a non-shelf registration statement or through a shelf takedown is being sold by the Company for its own account, the
Company will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services
for such offering. Otherwise, if Securityholder holds a majority of the shares of Common Stock requested to be included, it will be entitled
to determine the plan of distribution and select the managing underwriters, provided that such investment banker or bankers and managers
shall be reasonably satisfactory to the Company.


 


(f)            Cutbacks.
If the managing underwriters advise the Company and the selling Securityholder that, in their opinion, the number of Registrable Securities
requested to be included in an underwritten offering exceeds the amount that can be sold in such offering without adversely affecting
the distribution of the Registrable Securities being offered, the price that will be paid in such offering or the marketability thereof,
such offering will include only the number of Registrable Securities that the underwriters advise can be sold in such offering. If the
Company is selling Registrable Securities for its own account in such offering and the offering is not being made on account of a demand
made by Securityholder pursuant to Section 4.1(a) hereof, the securities to be offered by the Company will have first
priority. To the extent of any remaining capacity, and in all other cases, the selling Securityholder (and any other Persons having registration
rights pari passu with Securityholder and participating in such offering) and the Company will be subject to cutback pro rata
based on the number of Registrable Securities initially requested by them to be included in such offering, without distinguishing
between Securityholder or other Persons exercising pari passu registration rights based on who made the demand for such offering
or otherwise.


 


(g)           Withdrawals.
Even if Registrable Securities held by Securityholder have been part of a registered underwritten offering, Securityholder may, no later
than the time at which the public offering price and underwriters’ discount are determined with the managing underwriter, decline
to sell all or any portion of the Registrable Securities being offered for its account. For the avoidance of doubt, a commenced offering
under which a withdrawal has been made in accordance with this Section 4.2(g) shall not count against the maximum number
of demanded offerings that Securityholder may make in any twelve (12) month period.


 


4.3          Facilitating
Registrations and Offerings.


 


(a)            General.
If the Company becomes obligated under this Agreement to facilitate a registration and offering of Registrable Securities on behalf of
Securityholder, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration
and offering by the Company of Registrable Securities for its own account. Without limiting this general obligation, the Company will
fulfill its specific obligations as described in this Section 4.3.


 


(b)            Registration
Statements. In connection with each registration statement that is demanded by Securityholder in accordance with this Agreement or
as to which piggyback rights otherwise apply, the Company will:


 


(i)            (1) prepare
and file with the SEC a registration statement on an appropriate form covering the applicable Registrable Securities, (2) file amendments
thereto as warranted, (3) seek the effectiveness thereof as promptly as reasonably practicable and (4) file with the SEC prospectuses,
prospectus supplements and free writing prospectuses as may be required, all in consultation with Securityholder and as reasonably necessary
in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution;


 


(ii)            within
a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment
or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of
such documents to the selling Securityholder and to the underwriter or underwriters of an underwritten offering, if applicable, and to
their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel
to Securityholder or the underwriter or the underwriters may request; and make such of the representatives of the Company as shall be
reasonably requested by the selling Securityholder or any underwriter available for discussion of such documents;


 






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(iii)          use
all reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of
the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable
Securities (1) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations
promulgated thereunder) and (2) not to contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; and


 


(iv)          notify
Securityholder promptly (1) when a registration statement has become effective and when any post-effective amendments and supplements
thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant
to Rule 462 under the Securities Act, (2) of the issuance by the SEC or any state securities authority of any stop order, injunction
or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that
purpose, (3) if, between the effective date of a registration statement and the closing of any sale of securities covered thereby
pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement
cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (4) of
the happening of any event during the period a registration statement is effective as a result of which such registration statement or
the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.


 


(c)            Non-Shelf
Registered Offerings and Shelf Takedowns. In connection with any non-shelf registered offering or shelf takedown that is demanded
by Securityholder or as to which piggyback rights otherwise apply, the Company will:


 


(i)            cooperate
with the selling Securityholder and the sole underwriter or managing underwriter of an underwritten offering, if any, to facilitate the
timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends;
and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof)
and registered in such names as the selling Securityholder or the sole underwriter or managing underwriter of an underwritten offering
of Registrable Securities, if any, may reasonably request at least five (5) days prior to any sale of such Registrable Securities;


 


(ii)           furnish
to Securityholder and to each underwriter, if any, participating in the relevant offering, without charge, as many copies of the applicable
prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as Securityholder
or such underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities;
and the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by Securityholder and such underwriter
in connection with the offering and sale of the Registrable Securities covered by the prospectus or the preliminary prospectus;


 


(iii)          (1) use
all reasonable efforts to register or qualify the Registrable Securities being offered and sold, no later than the time the applicable
registration statement becomes effective, under all applicable state securities or blue sky laws of such jurisdictions as each underwriter,
if any, or Securityholder holding Registrable Securities covered by a registration statement, shall reasonably request; (2) use
all reasonable efforts to keep each such registration or qualification effective during the period such registration statement is required
to be kept effective; and (3) do any and all other acts and things which may be reasonably necessary or advisable to enable each
such underwriter, if any, and Securityholder to consummate the disposition in each such jurisdiction of such Registrable Securities owned
by Securityholder; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities
in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of
process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such
jurisdiction;


 






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(iv)          cause
all Registrable Securities being sold to be qualified for inclusion in or listed on any Recognized Exchange on which Registrable Securities
issued by the Company are then so qualified or listed if so requested by Securityholder, or if so requested by the underwriter or underwriters
of an underwritten offering of Registrable Securities, if any;


 


(v)           cooperate
and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter
in an underwritten offering;


 


(vi)          use
all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement,
including without limitation by making “road show” presentations, holding meetings with and making calls to potential investors
and taking such other actions as shall be requested by Securityholder or the lead managing underwriter of an underwritten offering; and


 


(vii)         enter
into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including
provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition
of such Registrable Securities and in connection therewith:


 


(1)            make
such representations and warranties to the selling Securityholder and the underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters in similar underwritten offerings;


 


(2)            obtain
opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the lead managing underwriter, if any) addressed to the selling Securityholder and the underwriters, if any, covering
the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may
be reasonably requested by Securityholder and such underwriters;


 


(3)            obtain
 “comfort” letters and updates thereof from the Company’s independent certified public accountants and independent petroleum
reserve engineers addressed to the selling Securityholder, if permissible, and the underwriters, if any, which letters shall be customary
in form and shall cover matters of the type customarily covered in “comfort” letters to underwriters in connection with primary
underwritten offerings; and


 


(4)            to
the extent requested and customary for the relevant transaction, enter into a Securities sales agreement with Securityholder providing
for, among other things, the appointment of such representative as agent for the selling Securityholder for the purpose of soliciting
purchases of Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary representations,
warranties and covenants.


 


The above shall be done at such times as customarily
occur in similar registered offerings or shelf takedowns.


 


(d)            Due
Diligence. In connection with each registration and offering of Registrable Securities to be sold by Securityholder, the Company
will, in accordance with customary practice, make available for inspection by underwriters and any counsel or accountant retained by
such underwriters all relevant financial and other records, pertinent corporate documents and properties of the Company and cause appropriate
officers, managers, employees, outside counsel and accountants of the Company to supply all information reasonably requested by any such
underwriter, counsel or accountant in connection with their due diligence exercise, including through in-person meetings, but subject
to customary privilege constraints.


 






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(e)            Information
from Securityholder. In connection with any registration or offering of Registrable Securities in which Securityholder is participating,
Securityholder will furnish to the Company in writing such information regarding itself as is required to be included in, or is otherwise
required by FINRA or the SEC in connection with, any registration statement, any prospectus or any amendment or supplement thereto, the
ownership of Registrable Securities by Securityholder and the proposed distribution by Securityholder of such Registrable Securities,
as well as any such additional information as the Company may from time to time reasonably request in writing in connection therewith.


 


(f)            Expenses.
All Registration Expenses incurred in connection with any registration statement or registered offering covering Registrable Securities
held by Securityholder will be borne by the Company. However, (i) underwriters’, brokers’ and dealers’ discounts
and commissions applicable to Registrable Securities sold for the account of Securityholder and (ii) other than as set forth in
the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing Securityholder
will be borne by Securityholder.


 


4.4          Reporting
Obligations. As long as Securityholder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the Effective Date pursuant to Sections 13(a) or 15(d) of the
Exchange Act. The Company further covenants that it shall take such further action as Securityholder may reasonably request, all to the
extent required from time to time to enable Securityholder to sell shares of Common Stock held by it without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the SEC), including providing any legal opinions that may be required by the Company’s transfer agent or otherwise
related to the transfer of Registrable Securities.


 


4.5          Indemnification.


 


(a)            Indemnification
by the Company. In the event of any registration under the Securities Act by any registration statement pursuant to rights granted
in this Agreement of Registrable Securities held by Securityholder, the Company will indemnify and hold harmless Securityholder, its
officers, directors, and each underwriter of such securities and each other Person, if any, who Controls Securityholder or such underwriter,
against any losses, claims, damages or liabilities (including legal fees and costs of court), joint or several, to which such Person
may become subject under the Securities Act or otherwise, to the extent arising out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained, on its effective date, in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus, if used prior to the effective date of such registration statement,
or in the final prospectus or in any amendment or supplement to any of the foregoing, or in any document incorporated by reference therein,
or any issuer free writing prospectus (including any “road show,” whether or not required to be filed with the SEC), or which
arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Company shall not be liable to Securityholder or its underwriters
or controlling Persons in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or such amendment or
supplement, in reliance upon and in conformity with written information furnished to the Company by Securityholder or such underwriter
specifically for use in the preparation thereof.


 


(b)            Indemnification
by Securityholder. Securityholder, as a condition to including Registrable Securities in such registration statement, will indemnify
and hold harmless (in the same manner and to the same extent as set forth in Section 4.5(a) hereof) the Company, each
director and officer of the Company and each underwriter of such securities and each other Person, if any, who Controls the Company or
such underwriter (i) with respect to any statement or omission from such registration statement, or any amendment or supplement
to it, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through a
written instrument duly executed by Securityholder specifically regarding Securityholder for use in the preparation of such registration
statement or amendment or supplement, or (ii) with respect to compliance by Securityholder with applicable Laws in effecting the
sale or other disposition of the securities covered by such registration statement; provided, that the liability of Securityholder pursuant
to this Section 4.5(b) shall not exceed the total price at which the securities were offered to the public by Securityholder.


 






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(c)            Indemnification
Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred
to in Section 4.5(a) and Section 4.5(b) hereof, the indemnified party will, if a claim in respect thereof
is to be made or may be made against an indemnifying party, give written notice to such indemnifying party of the commencement of the
action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Section 4.5,
except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought
against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with
counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its
election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other
expenses incurred by the latter in connection with the action’s defense other than reasonable costs of investigation. The indemnifying
party shall, in connection with any one such action or separate but substantially similar or related actions arising out of the same
general allegations or circumstances, pay for the reasonable fees and expenses of one (but not more than one) separate firm of attorneys
for the indemnified party (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying
party and counsel for the indemnified party in order to adequately represent the indemnified parties), in addition to counsel for the
indemnifying party. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent (not to be unreasonably withheld). No indemnifying party will consent to entry
of any judgment or enter into any settlement which (1) does not include as an unconditional term the giving by the claimant or plaintiff,
to the indemnified party, of a release from all liability in respect of such claim or litigation or (2) involves the imposition
of equitable remedies or the imposition of any non-financial obligations on the indemnified party.


 


(d)            Contribution.
If the indemnification required by this Section 4.5 from the indemnifying party is unavailable to or insufficient to hold
harmless an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities, or expenses, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities,
or expenses in such proportion as is appropriate to reflect (i) the relative benefit of the indemnifying and indemnified parties
and (ii) if the allocation in clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect
the relative benefit referred to in clause (i) and also the relative fault of the indemnified and indemnifying parties, in connection
with the actions which resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations.
The relative benefits received by a party shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by it bear to the total amounts (including, in the case of any underwriter, any underwriting commissions
and discounts) received by each other party. The relative fault of the indemnifying party and the indemnified party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or any omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying
party or parties, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities, and expenses referred to above
shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation
or proceeding. The Company and Securityholder agree that it would not be just and equitable if contribution pursuant to this Section 4.5(d) were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the prior provisions of this Section 4.5(d).


 


Notwithstanding the provisions of this Section 4.5(d),
no indemnifying party shall be required to contribute any amount in excess of the amount by which the total price at which the securities
were offered to the public by such indemnifying party exceeds the amount of any damages which such indemnifying party has otherwise been
required to pay by reason of an untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such a fraudulent
misrepresentation.


 


Article V

GENERAL PROVISIONS


 


5.1          Termination.
This Agreement shall terminate on the earlier to occur of (a) such time as BNAC is no longer entitled to designate a Director pursuant
to Section 2.1(a) hereof (provided, however, that the provisions of Article IV hereof shall survive and
continue in full force and effect until Securityholder no longer holds any Registrable Securities and in any case Section 4.5
shall survive and continue in full force and effect until the expiration of the applicable statute of limitations in respect of such
matter); and (b) the delivery of a written notice by BNAC to the Company requesting that this Agreement terminate.


 



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5.2          Notices.
Any notice, designation, request, consent, demand and other communications required or permitted under this Agreement shall be in writing
and shall be personally delivered, sent by facsimile or electronic transmission, or sent by reputable overnight courier service (charges
prepaid) to the Parties at the respective addresses set forth below and to any other recipient at the address indicated on the Company’s
records, or at such address or to the attention of such other Person as the recipient Party has specified by prior written notice to
the sending Party. Any such notice, designation, request, consent, demand, other communication and other documents shall be deemed to
have been given or made hereunder on the date of delivery, if delivered personally or by facsimile or electronic transmission, and one
(1) Business Day after the date of deposit with a reputable overnight courier service, if delivered by reputable overnight courier
service.


 


(a)            If
to the Company, to:


 


BKV Corporation


1200 17th Street, Suite 2100


Denver, Colorado 80202


Attention: Lindsay Larrick, Vice President
and General Counsel


Facsimile: [***]


E-mail: [***]


 


with a copy (not constituting notice)
to:


 


Baker Botts L.L.P.


2001 Ross Avenue, Suite 900


Dallas, Texas 75201


Attention: Samantha Crispin


Facsimile: [***]


E-mail: [***]


 


(b)            If
to BNAC or Banpu, to:


 


Banpu North America Corporation


[              
]


[              
]


Attention: [               ]


Facsimile: [***]


E-mail: [***]


 


with a copy (not constituting notice)
to:


 


[               ]


[               ]


[               ]


Attention: [               ]


E-mail: [***]


 






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5.3          Amendment;
Waiver. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Parties.
Neither the failure nor delay on the part of any Party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.


 


5.4          Further
Assurances. The Parties will sign such further documents, cause such meetings to be held, resolutions passed, exercise their
votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect
to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take
any action that is intended to, or would reasonably be expected to result in, Banpu being deprived of the rights contemplated by this
Agreement.


 


5.5          Assignment.
This Agreement will inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns. This
Agreement may not be assigned by a Party without the express prior written consent of the other Party, and any attempted assignment,
without such consent, will be null and void; provided, however, that BNAC may assign this Agreement to Banpu Public Company Limited or
any wholly owned subsidiary of Banpu Public Company Limited by giving prior written notice to, but without the express prior written
consent of, the other Party.


 


5.6          Third
Parties. This Agreement does not create any rights, claims or benefits inuring to any person that is not a Party nor create or
establish any third-party beneficiary hereto.


 


5.7          Governing
Law. This Agreement and all claims or disputes arising out of this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.


 


5.8          Jurisdiction;
Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this
Agreement, each of the Parties unconditionally accepts the jurisdiction and venue of the courts of the State of Delaware or if jurisdiction
over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate
courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Parties agree that in addition to
any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process
may be made by delivery provided pursuant to the directions in Section 5.2 hereof. EACH OF THE PARTIES HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.


 


5.9          Specific
Performance. Each Party acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other Party
would be irreparably harmed and could not be made whole by monetary damages. Each Party accordingly agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate and agrees that the Parties, in addition to any other remedy to
which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.


 


5.10       Entire
Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof. There
are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other
than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the
Parties with respect to such subject matter.


 


5.11       Severability.
If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall
be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each
other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance
or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law, and (c) the
application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.


 


5.12        Table
of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are
included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any
provision hereof.


 






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5.13       Counterparts.
This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one Agreement (or amendment, as applicable).


 


5.14        Effectiveness.
This Agreement shall become effective upon the Effective Date.


 


5.15        No
Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of
or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that
are expressly identified as Parties and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager,
partner, stockholder, agent, attorney or representative of any Party shall have any liability for any obligations or liabilities of the
Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.


 


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IN WITNESS WHEREOF, the Parties have executed
this Agreement on the day and year first above written.


 


	 	COMPANY:
	 	 
	 	BKV CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


Signature Page to Stockholders’
Agreement


 






     


     


    

 


	 	BANPU NORTH AMERICA CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


Signature Page to Stockholders’
Agreement