BKV Corp

CFO Transition

As previously reported in the Company’s Current Report on Form 8-K filed on February 3, 2025, on February 3, 2025, the Company

announced that Mr. Jimenez would retire from the Company on May 15, 2025. At such time, the Company and Mr. Jimenez entered

into a Transition and Mutual Separation Agreement (the “Transition and Separation Agreement”) pursuant to which Mr. Jimenez

agreed to continue to serve as Chief Financial Officer until March 31, 2025, and remain with the Company as a senior advisor until

May 15, 2025. Thereafter, Mr. Jimenez has agreed to provide the Company with certain services as and when requested by the

Company in order to facilitate an orderly transition.

In consideration for such transition services and subject to the other terms and conditions contained in the Transition and

Separation Agreement, the Company has agreed to provide Mr. Jimenez with certain additional payments for so long as, among

other things, he abides by certain confidentiality, non-solicitation, non-compete and non-disparagement obligations for a period of

twenty-four months following his separation. Subject to the terms and conditions of the Transition and Separation Agreement

(including the forfeiture provisions described below) and Mr. Jimenez’s execution and non-revocation of a release of claims in favor

of the Company, these payments will consist of a lump-sum cash payment payable within thirty days after May 15, 2025 equal to

the sum of thirty-six months of his current annual base salary plus $563,384; and a payment for any unused, accrued PTO as of

May 15, 2025 (the “Restricted Payments”). Mr. Jimenez’s unvested 2024 Plan TRSUs will be forfeited in accordance with his award

agreement and a prorated portion (based on service during the performance period) of his 2024 Plan PRSUs shall vest at target.

If at any time Mr. Jimenez revokes the release of claims in favor of the Company or fails to comply with his restrictive covenants or

other obligations in the Transition and Separation Agreement, then Mr. Jimenez shall immediately repay to the Company the full

amount of any Restricted Payments paid by the Company prior to such date, and the Company’s obligations with respect to any

future Restricted Payments shall cease.

Effective April 1, 2025, David Tameron began serving as the Company’s Chief Financial Officer. In connection with his appointment

as Chief Financial Officer, Mr. Tameron and the Company entered into an employment agreement (the “Tameron Employment

Agreement”), effective as of April 1, 2025, to provide Mr. Tameron, among other things:

•an annual base salary of $400,000;

•the opportunity to receive a discretionary annual cash bonus, in an amount up to 95% of Mr. Tameron’s annual base salary,

based on the Company’s performance and Mr. Tameron’s individual effort and satisfactory achievement of established

performance goals and subject to final approval by the Compensation Committee;

•the opportunity to participate in the 2024 Plan, including receipt of an equity award during 2025 to be valued at

approximately $1,600,000, subject to the terms of the 2024 Plan, approval by the Compensation Committee and ultimately

dependent on Company performance and Mr. Tameron’s continued employment and satisfactory achievement of

performance goals;

•the opportunity to participate in and receive benefits offered to other employees, including paid and holiday time off, health

insurance coverage and participation, with a company match, in the Company’s 401(k) plan; and

•in the event of a termination of Mr. Tameron’s employment by the Company without “Cause” (as defined in the Tameron

Employment Agreement), or if Mr. Tameron resigns for “Good Reason” (as defined in the Tameron Employment

Agreement), eligibility to receive, among other things, a severance payment equal to the sum of twenty-four months of Mr.

Tameron’s base salary and a pro-rated amount of his target annual bonus for the calendar year of the termination, with 50%

of such severance payment being payable on each of the six-month and twelve-month anniversaries of the termination of

Mr. Tameron’s employment, subject to Mr. Tameron’s execution and non-revocation of a release of claims in favor of the

Company and his continued compliance with the restrictive covenants contained in the Tameron Employment Agreement,

including customary confidentiality and invention assignment covenants, as well as non-disparagement, non-competition

and non-solicitation covenants, which extend for twelve months after termination of employment.

Eric Jacobsen Named President — Upstream

As previously reported in the Company’s Current Report on Form 8-K filed on February 3, 2025, to better align the Company’s

operations and reporting structure with its strategic growth goals, the Company transitioned the role of its Chief Operating Officer to

focus on its core business: the production of natural gas from its owned and operated upstream businesses. In connection

therewith, the Company eliminated the position of Chief Operating Officer and appointed Mr. Jacobsen to a new position,

President – Upstream, effective February 3, 2025. On such date, Mr. Jacobsen and the Company amended and restated the COO

Employment Agreement (as amended and restated, the “A&R Jacobsen Employment Agreement”) to reflect the same. The A&R

Jacobsen Employment Agreement also provides Mr. Jacobsen, among other things:

•an annual base salary of $525,000;

•the opportunity to receive a discretionary annual cash bonus, in an amount up to 95% of Mr. Jacobsen’s annual base

salary, based on the Company’s performance and Mr. Jacobsen’s individual effort and satisfactory achievement of

established performance goals and subject to final approval by the Compensation Committee;

•a one-time cash retention bonus of $1,000,000, subject to clawback in the event that, prior to February 3, 2027, Mr.

Jacobsen’s employment with the Company terminates for any reason other a termination by the Company without

“Cause” (as defined in the A&R Jacobsen Employment Agreement) or Mr. Jacobsen breaches any of the material terms

and conditions contained in the A&R Jacobsen Employment Agreement;

•the opportunity to participate in the 2024 Plan, including receipt of an equity award during 2025 with a grant date value of

approximately $2,000,000, subject to the terms of the 2024 Plan, approval by the Compensation Committee and ultimately

dependent on Company performance and Mr. Jacobsen’s continued employment and satisfactory achievement of

performance goals;

•the opportunity to participate in and receive benefits offered to other employees, including paid and holiday time off, health

insurance coverage and participation, with a company match, in the Company’s 401(k) plan; and

•in the event of a termination of Mr. Jacobsen’s employment without “Cause”, or if Mr. Jacobsen resigns voluntarily at any

time after February 3, 2026, provided that Mr. Jacobsen gives at least 90 days’ prior written notice and has not committed

any action or inaction that would constitute “Cause”, eligibility to receive, among other things, a severance payment equal

to the sum of $2,000,000 and a pro-rated amount of his target annual bonus for the calendar year of the termination, with

50% of such severance payment being payable on each of the first and second anniversaries of the termination of Mr.

Jacobsen’s employment, subject to Mr. Jacobsen’s execution and non-revocation of a release of claims in favor of the

Company and his continued compliance with the restrictive covenants contained in the A&R Jacobsen Employment

Agreement, including customary confidentiality and invention assignment covenants, as well as non-disparagement, non-

competition and non-solicitation covenants which extend for twenty-four months after termination of employment.