Exhibit 10.18


 


FORM OF INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this
 “Agreement”), dated [                    ],
2022, is by and between BKV Corporation, a Delaware corporation (the “Company”), and [                    ]
(“Indemnitee”).


 


WHEREAS,
it is essential to the Company and its mission to retain and attract as officers and directors the most capable persons available;


 


WHEREAS,
both the Company and Indemnitee recognize the risk of claims that are routinely asserted against officers and directors of public companies,
and the associated costs of defending such claims;


 


WHEREAS,
the Second Amended and Restated Certificate of Incorporation (as may be amended, restated or amended and restated from time to time, the
 “Charter”) and the Amended and Restated Bylaws (as may be amended, restated or amended and restated from time
to time, the “Bylaws”) of the Company provide certain indemnification rights to the officers and directors of
the Company, as provided by Delaware law; and


 


WHEREAS,
to induce Indemnitee to continue to serve as [a director/an executive officer] of the Company [or as a director/officer of another entity
at the Company’s request], the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses
to Indemnitee to the fullest extent permitted by law (whether partial or complete) and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability
insurance policies.


 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and Indemnitee’s continuing
to serve as [a director/an executive officer] of the Company, the parties hereto agree as follows:


 


1.             Certain
Definitions.


 


As used herein, the following
words and terms shall have the following respective meanings (whether singular or plural):


 


“Change in Control”
shall be deemed to have occurred upon the occurrence of any of the following events:


 


(i)            the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Voting Securities where such acquisition causes such Person
to own 40% or more of the combined voting power of the then outstanding Voting Securities; provided, however, that for purposes
of this subsection (i), the following acquisitions shall not be deemed to result in a Change in Control: (A) any acquisition by the
Company or a wholly-owned subsidiary of the Company, (B) any acquisition directly from the Company that is approved by the Board
of Directors of the Company (the “Board of Directors”) prior to the transaction, (C) any acquisition by
any Exempt Person or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled
by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A) and (B) of
paragraph (iii) of this definition;


 






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(ii)           the
replacement of a majority of the Board of Directors over a two–year period of the directors who constituted the Board of Directors
at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the directors then
still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such
Board of Directors was previously so approved; provided, that any such person whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors, including by reason of agreement intended
to avoid or settle any such actual or threatened contest or solicitation, shall not be considered to have been so approved;


 


(iii)          the
consummation of a reorganization, merger or consolidation or the sale or other disposition of all or substantially all of the assets of
the Company, whether in one or a series of related transactions (“Business Combination”), excluding, however,
such a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the outstanding
Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership
of the common stock of the Company and Voting Securities immediately prior to such Business Combination (including, without limitation,
an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries), and (B) at least a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Board of Directors at the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business Combination; or


 


(iv)          approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that
complies with clauses (A) and (B) of paragraph (iii) of this definition.


 


“Claim”
means any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, inquiry or investigation
(including any internal investigation, and whether instituted by the Company or any other party or otherwise), administrative hearing,
or any other threatened, pending or completed proceeding, whether brought by or in the right of the Company or any other party or otherwise,
whether civil (including intentional and unintentional tort claims), criminal, administrative, investigative or other.


 


“Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company,
or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise.


 






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“Exempt Person”
means each of Banpu Public Company Limited, a public company incorporated in and existing under the Laws of Thailand, and any corporation,
company or other entity that is wholly owned by Banpu Public Company Limited, as of the relevant time.


 


“Expenses”
shall include attorneys’ fees and all other costs, expenses and obligations actually or reasonably paid or incurred in connection
with investigating, defending, being a witness in, subject or target of, or participating in (including on appeal), or preparing to defend,
be a witness in, subject or target of, or participate in, any Claim.


 


“Independent
Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 3,
who shall not have otherwise performed services for the Company, the Company’s parent entity (if any), or Indemnitee within the
last five years and who are not currently performing services for the Company, the Company’s parent entity (if any), or Indemnitee,
in each case, other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements.


 


“Reviewing
Party” means any appropriate person or body consisting of a member or members of the Board of Directors or any other person
or body appointed by the Board of Directors who is not a party to, or witness or other participant in, nor threatened to be made a party
to, or witness or participant in, the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.


 


“Voting
Securities” means the voting securities of the Company entitled to vote generally in the election of directors of the Company.


 


2.             Basic
Indemnification and Advancement Arrangement.


 


(a)            In
the event Indemnitee was, is or becomes a party to, subject or target of, or witness or other participant in, or is threatened to be made
a party to, subject or target of, or witness or other participant in, a Claim by reason of (or arising in part out of) Indemnitee’s
Corporate Status, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event
no later than thirty (30) days after written demand is presented to the Company (which demand (i) may only be presented to the Company
following the final judicial disposition of the Claim, as to which all rights of appeal therefrom have been exhausted or lapsed (a “Final
Disposition”), and (ii) shall contain sufficient information to reasonably inform the Company about the nature and
extent of the indemnification sought by Indemnitee), against any and all Expenses, judgments, fines, penalties and amounts paid or payable
in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties or amounts paid or payable in settlement) of such Claim.


 


(b)            If
so requested in writing by Indemnitee (which such written request shall contain sufficient information to reasonably inform the Company
about the nature and extent of the Expense Advance (as defined below) sought by Indemnitee), prior to the Final Disposition of a Claim,
the Company shall advance (within thirty (30) calendar days of such request) any and all Expenses actually and reasonably incurred by
or on behalf of Indemnitee (including, without limitation, Expenses actually and reasonably billed to or on behalf of Indemnitee) in connection
with any such Claim (an “Expense Advance”).


 






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(c)            Notwithstanding
the foregoing, (i) the obligations of the Company to indemnify Indemnitee under Section 2(a) shall be subject
to the condition that the Reviewing Party shall not have determined (in a written determination, or, in any case in which the Independent
Legal Counsel referred to in Section 3 hereof is involved, in a written opinion) that Indemnitee would not be permitted to
be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(b) shall
be subject to the condition that, if the Reviewing Party determines in good faith that Indemnitee would not be permitted to be indemnified
under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings
in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a Final Disposition is made with respect thereto. If there
has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change
in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been
no determination by the Reviewing Party as contemplated by this Section 2(c) or if the Reviewing Party determines
that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall
have the right to commence litigation in the Court of Chancery of the State of Delaware seeking to enforce Indemnitee’s rights to
indemnification and advancement hereunder or challenging any such determination by the Reviewing Party or any aspect thereof, including
the legal or factual bases therefor, and, in all events, the Company hereby consents to service of process and agrees to appear in any
such proceeding. Any determination by the Reviewing Party that Indemnitee is entitled to indemnification shall be conclusive and binding
on the Company and Indemnitee. Any determination by the Reviewing Party that Indemnitee is not permitted to be indemnified (in whole or
in part) under applicable law shall be in writing (or, in any case in which the Independent Legal Counsel referred to in Section 3
hereof is involved, set forth in a written opinion).


 


3.             Change
in Control.


 


(a)           The
Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the
rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or the Bylaws or Charter provision
now or hereafter in effect, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved
by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion
to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law.


 


(b)           If
(i) a written opinion with respect to Indemnitee’s entitlement to indemnification hereunder is to be made by Independent Legal
Counsel pursuant to Section 3(a) and (ii) within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 2(a), no Independent Legal Counsel shall have been selected by Indemnitee and approved
by the Company, the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent
jurisdiction for resolution of any objection which shall have been made by the Company to the Indemnitee’s selection of Independent
Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the petitioned court or by such other person
as the petitioned court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed
shall act as Independent Legal Counsel under this Section 3. If (A) the Independent Legal Counsel does not render a written
opinion to the Company and Indemnitee with respect to Indemnitee’s entitlement to indemnification hereunder within ninety (90) days
after submission by Indemnitee of a written request therefor pursuant to Section 2(a) and (B) Indemnitee commences
a legal proceeding in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable
law, the Independent Legal Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).


 






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(c)            The
Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to in this Section 3 and to fully indemnify
such counsel against any and all expenses (including reasonable attorneys’ fees), claims, liabilities and damages arising out of
or relating to this Agreement or its engagement pursuant hereto.


 


4.             Indemnification
for Additional Expenses. The Company shall (i) indemnify Indemnitee (to the extent Indemnitee
is successful on the merits or otherwise in the action provided for in this Section 4) against any and all Expenses (including
reasonable attorneys’ fees) and, (ii) if requested in writing by Indemnitee, advance (within thirty (30) calendar days of such
request) such Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Company for any amounts so advanced if, when, and
to the extent Indemnitee is not successful on the merits or otherwise in the action provided for in this Section 4), which
are incurred by Indemnitee in connection with any action brought by Indemnitee (whether pursuant to Section 23 of this Agreement
or otherwise), in each case, for (a) indemnification or advance payment of Expenses by the Company under this Agreement or any other
agreement or the Bylaws or Charter provision now or hereafter in effect or (b) recovery under any directors’ and officers’
liability insurance policies maintained by the Company, in all cases, to the fullest extent permitted by law.


  


5.             Proceedings
Against the Company; Certain Securities Laws Claims.


 


(a)            Anything
in this Agreement to the contrary notwithstanding, except as provided in Section 4 hereof, with respect to a Claim initiated
against the Company by Indemnitee (whether initiated by Indemnitee in or by reason of such person’s capacity as an officer or director
of the Company or in or by reason of any other capacity), the Company shall not be required to indemnify or to advance Expenses to Indemnitee
in connection with prosecuting such Claim (or any part thereof) or in defending any counterclaim, cross-claim, affirmative defense, or
like claim of the Company in connection with such Claim (or part thereof) unless such Claim was authorized by the Company’s Board
of Directors. For purposes of this Section 5, a compulsory counterclaim by Indemnitee against the Company in connection with
a Claim initiated against Indemnitee by the Company shall not be considered a Claim (or part thereof) initiated against the Company by
Indemnitee, and Indemnitee shall have all rights of indemnification and advancement with respect to any such compulsory counterclaim in
accordance with and subject to the terms of this Agreement.


 


(b)           Anything
in this Agreement to the contrary notwithstanding, except as provided in Section 6 hereof with respect to indemnification
of Expenses in connection with whole or partial success on the merits or otherwise in defending any Claim, the Company shall not be required
to indemnify Indemnitee in connection with any Claim made against Indemnitee for (i) an accounting of profits made from the purchase
and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange
Act or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus
or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company,
as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to
the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley
Act).


 






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6.             Partial
Indemnity and Success on the Merits. If Indemnitee is entitled under any provision of this Agreement
to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid or payable in settlement
of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is successful, on the merits or otherwise, in whole or in part, in defending a Claim (including dismissal without prejudice), or in defense
of any claim, issue or matter therein, Indemnitee shall be indemnified to the fullest extent permitted by law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


7.             Burden
of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether
Indemnitee is entitled to be indemnified hereunder or otherwise, the burden shall be on the Company to prove by clear and convincing evidence
that Indemnitee is not so entitled.


 


8.             No
Presumptions. For purposes of this Agreement, the termination of any Claim, by judgment, order,
settlement (whether with or without court approval) conviction, or otherwise, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party
to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an
actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to
the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable
law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct
or did not have any particular belief.


 


9.             Settlement.
Indemnitee shall be entitled to settle any Claim, in whole or in part, in such Indemnitee’s sole discretion. To the fullest extent
permitted by law, any settlement of a Claim by Indemnitee shall be deemed the Final Disposition of such Claim for all purposes of this
Agreement. The Company acknowledges that a settlement or other disposition short of final judgment on the merits may be successful if
it permits a party to avoid expense, delay, distraction, disruption, and uncertainty. In the event that any Claim is resolved other than
by adverse judgment against Indemnitee (including, without limitation, settlement of such Claim with or without payment or other consideration)
it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Claim. Any individual or entity seeking to
overcome this presumption shall have the burden to prove by clear and convincing evidence that Indemnitee has not been successful on the
merits or otherwise in such Claim.


 


10.           Nonexclusivity;
Subsequent Change in Law. The rights of Indemnitee hereunder shall be in addition to any other
rights Indemnitee may have under the Bylaws or Charter, under Delaware law, any agreement, a vote of stockholders or a resolution of directors
or otherwise. To the extent that a change in Delaware law (whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Bylaws and Charter and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.


 






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11.            Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing directors’
and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any Company director or officer.


 


12.            Amendments;
Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against
which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver of any of the provisions of this Agreement
be deemed or constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


 


13.            Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 


14.            No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment
in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance
policy, the Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.


 


15.            Notices.
Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if he or she anticipates or contemplates
making a claim for Expenses or an advance pursuant to the terms of this Agreement, notify the Company of the commencement of such Claim;
provided, however, that any delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of
rights hereunder and that any omission by Indemnitee to so notify the Company shall not relieve the Company from any liability that it
may have to Indemnitee otherwise than under this Agreement. Any communication required or permitted to the Company shall be addressed
to the Secretary of the Company and any such communication to Indemnitee shall be addressed to the Indemnitee’s address as shown
on the Company’s records unless the Indemnitee specifies otherwise and shall be personally delivered or delivered by overnight mail
delivery or sent by electronic mail. Any such notice shall be effective upon receipt.


 


16.            Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by
the parties hereto and their respective successors, assigns, administrators, heirs, executors and personal and legal representatives.
The Company agrees that in the event the Company or any of its successors (including any successor resulting from the merger or consolidation
of the Company with another corporation or entity where the Company is the surviving corporation or entity) or assigns (i) consolidates
with or merges into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation
or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any corporation or entity, then,
and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company as a
result of such transaction assume the obligations of the Company set forth in this Agreement. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company’s request.


 






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17.            Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single
section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect,
and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in
any way impaired and shall remain enforceable to the fullest extent permitted by law.


 


18.            Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement
between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings
or agreements with respect to the matters covered hereby are superseded by this Agreement.


 


19.            Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts
of laws.


 


20.            Headings.
The Section headings in this Agreement are for convenience of reference only, and shall
not be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 


21.            Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.


 


22.            Use
of Certain Terms. As used in this Agreement, the words “herein,” “hereof,”
and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph,
subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa.


 


23.            Injunctive
Relief. The parties hereto agree that Indemnitee may enforce this Agreement by seeking specific
performance hereof, without any necessity of showing irreparable harm or posting a bond, which requirements are hereby waived, and that
by seeking specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she
may be entitled.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first set forth above.


 


	 	BKV CORPORATION
	 	 
	 	 
	 	By:	                  
	 	Name:
	 	Title:
	 	 
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	
	 	[Name]


 


[Signature Page to
Indemnity Agreement]