Exhibit 10.21


KALNIN VENTURES, LLC


 


EMPLOYMENT AGREEMENT


 





 



 


This Employment Agreement (the “Agreement”) is amended
as of the 1st day of April 2018 by and between Kalnin Ventures LLC, a Colorado limited liability company (hereinafter
referred to as “Employer”), and An Sao (Ethan) Ngo (hereinafter referred to as “Employee”). Collectively,
Employer and Employee shall be referred to as the “Parties.”


 


A. Employer desires to engage Employee to identify,
source, evaluate, underwrite, acquire, manage, and ultimately exit oil and gas investments.


 


B. Employee is willing to be employed by Employer,
and Employer is willing to employ Employee, on the terms and conditions set forth herein. For the reasons set forth above and in consideration
of the mutual covenants and promises of the Parties hereto, Employer and Employee agree as follows:


 


1. Agreement to Employ and be Employed:
Employer hereby agrees to employ Employee and Employee hereby accepts and agrees to such employment.


 


2. Duration of Employment: Employee’s
employment with Employer is at will, and not of any particular duration. Nothing in this Agreement guarantees Employee employment with
Employer for any specific period of time. This means that, subject to the provisions of this Agreement, Employer may terminate employee
at any time with no advance notice, procedure, or formality and for any lawful reason. Similarly, subject to the provisions of this Agreement,
Employee may resign his employment at any time and for any reason. The time that Employee is employed by Employer shall be referenced
as the “Term of Employment.”


 


3. Description of Employee’s Duties:
Employee will be employed as a Senior Vice President of Engineering. Employee’s job duties are set forth in Exhibit 1.
The Reservoir Engineer position is exempt from overtime under both state and federal laws and regulations.


 


4.
Manner of Performance of Employee’s Duties: Employee shall be a full-time employee of Employer, shall devote his best
efforts and entire business time, attention, and services exclusively to the business and affairs of Employer, and shall perform his duties
as set forth in Exhibit 1 with fidelity and to the best of his ability, experience, and talent. Employee shall perform the
duties of his position to the reasonable satisfaction of Employer.


 


Employee will not engage in the performance
of services for any other business or entity during the term of this Agreement unless the performance of such services is approved by
Employer in advance.


 


Notwithstanding anything in this Section 4,
or in any other provision of this Agreement to the contrary, Employer hereby approves Employee’s continued participation in, and
service to, the business enterprise identified and described in Exhibit 2.


 






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5. Compensation: In consideration
of the services to be provided by Employer during the Term of Employment, Employer shall compensate Employee as follows:


 


		a.	During the Term of Employment, the Employee shall receive the base gross compensation of two hundred forty-four thousand, seven hundred
twenty-one dollars ($244,721.00) annually, less approved payroll deductions and required taxes and withholdings (“Base Compensation”),
with partial periods prorated. Employee’s Base Compensation shall be payable in equal periodic installments according to the Employer’s
customary payroll practice. The Base Compensation is based on, and intended to compensate Employee for, Employee's full-time work schedule.



 


		b.	During the Term of Employment, Employee may participate in the Employer
benefit plans and programs described in the attached Exhibit 2, to the extent that Employer maintains such plans or programs. Employee
acknowledges that the Employer has the right to change, modify, or eliminate benefits provided to its employees from time to time in Employer’s
sole discretion. As such, Employee acknowledges and agrees that this Agreement does not create a specific entitlement to any particular
benefits, and that Employee will receive benefits at the same level as other similarly situated employees of Employer.



 


		c.	During the Term of Employment, Employee may also, in Employer’s sole discretion, receive compensation each calendar year in
addition to his Base Compensation. Such additional compensation will be paid, if at all, in the form of an Annual Target Bonus,
which Employer intends to fall between 20 percent and 40 percent of the annual Base Compensation. The availability of this bonus will
be determined based upon Employer’s performance, and will take into account Employee’s individual effort and satisfactory
achievement of established performance goals. Any such Annual Target Bonus will be paid to Employee, in full, not later than March 15
of the calendar year following the calendar year during which Employee performed the services that gave rise to that Bonus.



 


Nothing
in this provision (c) is intended to guarantee Employee the payment of a bonus in any amount.


 


		d.	In the event that BKV Oil & Gas Capital Partners, L.P is
successfully formed on or before March 1, 2016, with Kalnin Capital Partners, L.P. as its general partner, with Kalnin Ventures LLC
as its initial limited partner, and with Banpu North America Corporation as its limited partner, Employee shall be granted a 10 percent
partnership interest in Kalnin Capital Partners, L.P. Under no circumstances, however, shall Employee be entitled to all or any portion
of such partnership interest after March 15, 2016. This provision is expressly intended to comply with the short-term deferral rule applicable
to Section 409A of the Internal Revenue Code.



 


The compensation described in this Section 5
constitutes the entire payment by the Employer for the services of the Employee. No other or additional compensation in any form will
be considered or paid for during the period of this Agreement, except as otherwise provided in Section 6, below.


 


6.
Signing Bonus: As additional consideration in exchange for the Employee’s execution of and compliance with
the terms of this Agreement, Employer agrees to pay the Employee a one-time signing bonus (the “Signing Bonus”) in
the total, gross amount of thirty thousand dollars ($30,000.00), subject to all applicable payroll withholding taxes and any other deductions
approved by the Employee. Payment will be made on the first regular payday following commencement of Employee’s employment.


 






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7. Confidentiality. The Employee
acknowledges that, in the course of performing and fulfilling his duties hereunder, he may have access to and be entrusted with nonpublic
information belonging to, developed by, licensed by, or otherwise in the possession of, Employer or its clients. To protect such information,
Employee agrees that he will not, directly or indirectly, in one or a series of transactions, disclose to any person, or use or otherwise
exploit for Employee’s own benefit or for the benefit of anyone other than Employer, any Confidential Information, as defined below,
whether prepared by Employee or not. Employee shall have no obligation hereunder to keep confidential any Confidential Information if
and to the extent disclosure of any part thereof is specifically required by law; provided, however, that in the event such disclosure
is required by applicable law, Employee shall provide Employer with prompt notice of such requirement, prior to making any disclosure,
so that Employer may seek an appropriate protective order. At the request of Employer, Employee agrees to deliver to Employer, at any
time during the Term of Employment, or thereafter, all Confidential Information which he may possess or control. Employee agrees that
all Confidential Information of Organization (whether now or hereafter existing) conceived, discovered or made by him during the Term
of Employment constitutes a work-for-hire and exclusively belongs to Employer, and not to Employee.


 


“Confidential Information”
means any of the Employer’s confidential information including, without limitation, any information, processes, plans, data calculations,
software storage media or other compilation of information, patent, patent application, copyright, “know-how,” trade secrets,
customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans, any portion or phase of any scientific or technical information, ideas, discoveries,
designs, inventions, creative works, computer programs (including source of object codes), processes, formulae, improvements or other
proprietary or intellectual property of the Employer, whether or not in written or tangible form, and whether or not registered or labeled
as confidential, and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans, reports, records, documents
and other evidence thereof. The covenant in this Section 7 shall survive termination of this Agreement.


 


8. Intellectual Property: The Employee
recognizes and agrees that all copyrights, trademarks, or other intellectual property rights to created works arising in any way from,
or related to, the Employee’s employment by the Employer are the sole and exclusive property of the Employer. Employee further agrees
not to assert any rights to those works against the Employer or any third-parties, and agrees to assist the Employer in any reasonable
way requested to procure or protect the Employer’s rights to those works.


 


9. Restrictive Covenant: Because
Employee will be provided with proprietary, confidential, and trade secret information, the Employee shall, during his Term of Employment,
refrain from:


 


1)
undertaking employment or any compensated duties on behalf of any association, enterprise, company, or firm that provides services
or products in competition with Employer;


 


2) directly or indirectly soliciting or attempting
to solicit the business of any client or customer of the Employer for his own benefit or that of any third person or organization; and


 


3) directly or indirectly inducing any employee or
contractor of Employer to leave her or his employment or independent contract with Employer.


 






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10. No Existing Obligations: Employee
represents that Employee: 1) is not subject to a confidentiality, trade secret, conflict of interest, or non-competition agreement with
any former employer, contractor or third party; and 2) has no continuing obligations to any former employer, contractor or third party
with respect to the ownership or assignment of any proprietary rights, including, but not limited to, inventions, ideas, copyrights, trade
secrets or patents, including any such rights in information, or creations or materials the Employee conceived or made, in whole or in
part. Employee understands that any such agreement or obligation, as well as any trade secret and other property laws, may restrict the
Employee from using any secret or proprietary information that belongs to any former employer, contractor or third party, either for Employee’s
own benefit or for anyone else’s benefit, including Employer. Employee also understands that Employee, or anyone else who uses or
benefits from a third party’s proprietary information, may be liable to that third party. Therefore, Employee agrees not to use
any confidential, trade secret, or proprietary information that belongs to any former employer, contractor, or third party during the
Term of Employment, either for Employee’s own benefit or to benefit Employer or any of its clients, customers, or affiliates.


 


11. Assignment: This Agreement may
be assigned by the Employer to any affiliated or successor employer without the consent of the Employee, and so long as the affiliate
or successor accepts the assignment, this Agreement will continue to be binding upon the Employee. This Agreement may not be assigned
by the Employee.


 


12. Severability: Each paragraph
of this Agreement shall be and remain separate from and independent of, and severable from, all and any other paragraphs herein except
where otherwise indicated by the context of the Agreement. The decision or declaration that one or more of the paragraphs are null and
void shall have no effect on the remaining paragraphs of this Agreement.


 


13. Modification: Any modification
of this Agreement or any additional obligation assumed by either Party in connection with this Agreement shall be in writing and signed
by each Party.


 


14. No Waiver: The failure of either
Party to this Agreement to insist upon the performance of any terms and conditions or the waiver of any breach of any terms and conditions
of this Agreement shall not be construed as thereafter waiving such terms and conditions, but the same shall continue to remain in full
force and effect.


 


15. Complete Agreement: This Agreement
contains the complete agreement concerning the employment agreement between the Parties. The Parties stipulate that neither has made any
representation with respect to the subject matter of this Agreement except such representations as are specifically set forth in this
Agreement.


 


16. Interpretation of Agreement:
The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Colorado.
This Agreement shall be interpreted with all necessary changes in gender and in number as the context may require and shall inure to the
benefit of and be binding upon the respective successors and assigns of the parties hereto.


 


17.
Survival: The terms and provisions of Section 7 of this Agreement shall survive the cancellation, termination,
or expiration of this Agreement.


 






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18.
Resolution of Disputes: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof,
shall be resolved by binding arbitration conducted by the Judicial Arbiter Group, Inc., or its successor, in Denver, Colorado (“JAG”).
Judgment on the award rendered by JAG may be entered in any court having jurisdiction thereof. Demand for arbitration shall be submitted
only to the persons listed below. After a demand is submitted, the Parties shall have ten (10) days to mutually agree upon an arbitrator
then providing such services through JAG or its successor. If the Parties cannot so mutually agree, then they hereby stipulate to the
appointment of an arbitrator chosen by JAG. In addition to any relief, order, or award that enters as determined by the arbitrator or
court, the Parties agree that the prevailing party, if any, shall be entitled to an award of reasonable attorneys’ fees and costs
incurred.


 


Notice shall be provided as follows:


 


	If to Employer:	If to Employee:
	 	 
	[***]	[***]
	[***]	[***]
	[***]	[***]



 


19. Review by Banpu North America Corporation:
Employee acknowledges and agrees that this Agreement is subject to review by Banpu North America Corporation (“BNAC”),
and that material terms of this Agreement may be unilaterally amended by Employer after Employee has executed it to address objections
raised by BNAC.


 






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IN WITNESS WHEREOF, the Parties have executed this
Employment Agreement on the date or dates set forth below.


 


 


	/s/ An Sao (Ethan) Ngo	 	/s/ Christopher P. Kalnin
	An Sao (Ethan) Ngo	 	Christopher P. Kalnin, Managing Director
	 	 	Kalnin Ventures LLC
	 	 	 
	July 2, 2018	 	July 2, 2018
	Date	 	Date



 






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EXHIBIT 1


Reservoir Engineer Job Duties


Exempt from Overtime


Full-time Position


 






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EXHIBIT 2


 


Employee’s Existing Business Enterprises


 






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EXHIBIT 3


 


Summary of Benefits Currently Offered by Kalnin Ventures LLC (“Employer”)


 






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