Exhibit
10.6


 


FORM OF INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this “Agreement”)
is made as of [ ], 2021.


 


BETWEEN:


 


		(1)	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation with registered office at c/o 251 Little Falls Drive, Wilmington,
Delaware 19808, New Castle County, United States (the “Company”); and



 


Whereas:


 


		(A)	Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of such corporations;



 


		(B)	The board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance
to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has
been a customary and widespread practice among corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same
time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive
and time-consuming litigation. The amended and restated certificate of incorporation (the “Charter”) and the amended
and restated bylaws (the “Bylaws”) of the Company provide for indemnification of the officers and directors of the Company.
The Charter and the Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;



 


		(C)	The uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;



 


		(D)	The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;



 






    


     


    

 


		(E)	It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and
to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to
serve the Company free from undue concern that they will not be so protected against liabilities;



 


		(F)	This Agreement is a supplement to and in furtherance of the Charter and the Bylaws and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and



 


		(G)	Indemnitee may not be willing to serve as an officer or director or in another capacity without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the
condition that Indemnitee be so indemnified.



 


NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1.            SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue
to serve as an officer, director, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly
elected or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, key employee or in
any other capacity of the Company, in each case as provided in Section 17. This Agreement, however, shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any.


 


2.            DEFINITIONS.


 


As used in this Agreement:


 


		2.1	References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company.



 






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		2.2	The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in
Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.



 


		2.3	A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any
of the following events:



 


		(a)	Acquisition of Stock by Third Party. Other than an affiliate of Acropolis Infrastructure Acquisition Sponsor, L.P. (the “Sponsor”),
any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person
results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election
of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part (c) of this definition;



 


		(b)	Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors
then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;



 


		(c)	Corporate Transactions. The effective date of a merger, consolidation, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination or entities, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities of the Company entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of
the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation,
a corporation which 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 (as defined below)) in substantially the same proportions as their ownership immediately
prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an
affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly
or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally
in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination;
and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing
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;



 






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		(d)	Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series
of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring
the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to
proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or



 


		(e)	Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated
under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.



 


		2.4	“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person
is or was serving at the request of the Company.



 


		2.5	“Delaware Court” shall mean the Court of Chancery of the State of Delaware.



 


		2.6	“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.



 






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		2.7	“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, trustee, manager, general partner, managing member, fiduciary, employee or agent.



 


		2.8	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



 


		2.9	“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including,
without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement
or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee
for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection
with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and
other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include
amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.



 


		2.10	References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall
be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.



 


		2.11	“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of
corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to
a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



 






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		2.12	The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act
as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any
Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below)
of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company.



 


		2.13	The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken
by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or
by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of any other Enterprise, in each case, whether or not serving in such capacity at the time
any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement
but shall not include any Enforcement Proceeding pursuant to Section 14.



 


		2.14	The term “Subsidiary,” with respect to any entity, shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.



 






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		3	INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to
be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right
of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless
and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties
and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that Indemnitee’s conduct was unlawful.



 


		4	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of
the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court
of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought
or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.



 


		5	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful, on the merits
or otherwise, in defense of any Proceeding or in any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the
merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the
fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with each such successfully resolved claim, issue or matter. If Indemnitee
is not wholly successful in defense of such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to
any claim, issue, or matter in defense of which Indemnitee was successful. For purposes of this Section 5 and without limitation,
the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.



 






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		6	INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee
was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.



 


		7	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except
for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee
if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company
to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.



 


		8	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.



 


		8.1	To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for
in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding
harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments,
liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without
requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have
at any time against Indemnitee.



 


		8.2	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.



 


		8.3	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be
brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.



 






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		9	EXCLUSIONS. Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated
under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim
made against Indemnitee:



 


		9.1	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other
indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount actually received under any insurance
policy, contract, agreement, other indemnity or advancement provision or otherwise;



 


		9.2	for 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 any successor rule) or similar provisions of state statutory law or common
law; or



 


		9.3	except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or
any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or
any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, advance of expenses, hold harmless
or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek
payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the
Company covering Indemnitee.



 


		10	ADVANCES OF EXPENSES; DEFENSE OF CLAIM.



 


		10.1	Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited
by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute Indemnitee’s
undertaking, but only to the extent such an undertaking is required by applicable law, to repay the advanced amounts to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions
of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee
for which an indemnification, advance of expenses, hold harmless or exoneration payment is excluded pursuant to Section 9.



 






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		10.2	The Company will be entitled to participate in the Proceeding at its own expense.



 


		10.3	The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.



 


		11	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.



 


		11.1	Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold
harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall
not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.



 


		11.2	Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with
this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in
Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12.1 of this Agreement.



 


		12	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.



 


		12.1	A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in
the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, or (ii) by Independent Counsel in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that
Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been
denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect
to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request
any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee
harmless therefrom.



 









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		12.2	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1
hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets
the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected
by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected
and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or law firm so selected
shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such
objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant
to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may
petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the
person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent
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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		12.3	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or such Independent
Counsel’s engagement pursuant hereto.



 


		13	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.



 


		13.1	In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of
the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of
any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.



 


		13.2	If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided,
however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time
for the obtaining or evaluating of documentation and/or information relating thereto.



 






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		13.3	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.



 


		13.4	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, managers, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information
or records given or reports made to the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager
or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the
Enterprise, the Board, any committee of the Board or any director. Trustee, general partner, manager or managing member of the Enterprise.
The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee
may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.



 


		13.5	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement.



 


		14	REMEDIES OF INDEMNITEE.



 


		14.1	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely
made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a
timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this
Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or
(vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within
ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by
the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its
conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration. Such adjudication or arbitration proceeding is referred to herein as “Enforcement Proceeding.”



 






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		14.2	In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled
to indemnification, any Enforcement Proceeding shall be conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination.



 


		14.3	In any Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to
receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,
held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into
evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences
an Enforcement Proceeding, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal
have been exhausted or lapsed).



 


		14.4	If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in Enforcement Proceeding, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under applicable law.



 






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		14.5	The Company shall be precluded from asserting in Enforcement Proceeding that the procedures and presumptions of this Agreement are
not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all
the provisions of this Agreement.



 


		14.6	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses (assuming for
purposes of this sentence that all references to a Proceeding in the definition of Expenses were references to an Enforcement Proceeding)
and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any Enforcement Proceeding
brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any
other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now
or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee,
regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration
right, advancement, contribution or insurance recovery, as the case may be (unless such Enforcement Proceeding was not brought by Indemnitee
in good faith).



 


		14.7	Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee for amounts which
the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance
for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement
or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.



 


		15	SECURITY. Notwithstanding anything herein to the contrary except for Section 27, to the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.



 






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		16	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS



 


		16.1	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at
any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or
claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate
Status prior to such amendment, alteration or repeals, except as may otherwise be expressly set forth in such amendment, alteration or
repeals and mutually agreed by Indemnitee and the Company. To the extent that a change in applicable law, whether by statute or judicial
decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently
under the Charter, the Bylaws, or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically
be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.



 


		16.2	The Delaware General Corporation Law (the “DGCL”), the Charter and the Bylaws permit the Company to purchase and
maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter
of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against
Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or
arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such
liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance
of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.



 


		16.3	To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves
at the request of the Company, 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 such director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee
is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.



 






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		16.4	In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, 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 take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.



 


		16.5	The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving
at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any
other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments
or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.



 


		16.6	To the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor or its affiliates
as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to Indemnitee are primary and
any obligation of the Sponsor or its affiliates, as applicable, to advance expenses or to provide indemnification for the same expenses
or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full amount of expenses incurred
by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts
paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses
of investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this
Agreement, the Company’s organizational documents or other agreement, without regard to any rights Indemnitee may have against the
Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably waives, relinquishes and releases the Sponsor and its
affiliates, as applicable, from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect
thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf of Indemnitee with respect to any claim
for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Sponsor and its affiliates, as applicable,
shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of
Indemnitee against the Company.



 






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		17	DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves
at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding or Enforcement
Proceeding (including any rights of appeal thereto) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting
in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this
Agreement.



 


		18	SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.



 


		19	ENFORCEMENT AND BINDING EFFECT.



 


		19.1	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director, officer or key employee of the Company.



 






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		19.2	Without limiting any of the rights of Indemnitee under the Charter or the Bylaws as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.



 


		19.3	The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall
inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.



 


		19.4	The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.



 


		19.5	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties
hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive
relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee
may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to
such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a
waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction and the Company hereby waives any such
requirement of such a bond or undertaking to the fullest extent permitted by law.



 






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		20	MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by the Company and Indemnitee. No waiver of any provision of this Agreement shall be enforceable unless in writing and signed by the party
against whom it is to be enforced. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.



 


		21	NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the
date on which it is so mailed:



 


		21.1	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall
provide in writing to the Company.



 


		21.2	If to the Company, to:



 


Acropolis Infrastructure Acquisition Corp.


9 West 57th Street, 43rd Floor


New York, NY 10019


Attn: James Crossen


 


With a copy, which shall not constitute notice, to


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attn: Catherine Goodall


Fax No.: (212) 492-0919


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


		22	APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of
or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any
such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole
or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers
in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted
by law, shall be valid and sufficient service thereof.



 






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		23	IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.



 


		24	MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.



 


		25	PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.



 


		26	ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure
is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure
to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.



 


		27	WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees
that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account
established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued
in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the
Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and
agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient
funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.



 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the parties hereto have caused
this Indemnification Agreement to be signed as of the day and year first above written.


 


	 	Acropolis Infrastructure Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name: James Crossen
	 	 	Title: Chief Financial Officer, Chief
	 	 	Accounting Officer and Secretary
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Address:
	 	 	 
	 	c/o Acropolis Infrastructure Acquisition Corp.
	 	9 West 57th Street, 43rd Floor
	 	New York, NY 10019 



 


[Signature Page to Indemnification Agreement]