Exhibit
          10.3 

    

  FTAI
      INFRASTRUCTURE INC.

   NONQUALIFIED
      STOCK OPTION AND

    INCENTIVE AWARD PLAN

   

  Adopted
      as of _______ __, 2022

   

   

  
    

    
      

    

  

   

  TABLE
      OF CONTENTS

   

  PAGE

   

  

  	SECTION 1 PURPOSE OF PLAN; DEFINITIONS	1
	 	 	
	 	1.1	Purpose	1
	 	1.2	Definitions	1
	 	 	
	SECTION 2 ADMINISTRATION	4
	 	 	 	
	 	2.1	Administration	4
	 	2.2	Duties and Powers of Committee	5
	 	2.3	Majority Rule	5
	 	2.4	Delegation of Authority	5
	 	2.5	Compensation; Professional Assistance; Good Faith Actions	5
	 	 	 	
	SECTION 3 STOCK SUBJECT TO PLAN	6
	 	 	 	
	 	3.1	Number of and Source of Shares	6
	 	3.2	Unrealized and Tandem Awards	6
	 	3.3	Adjustment of Awards	6
	 	 	 	
	SECTION 4 ELIGIBILITY	7
	 	 	 	
	SECTION 5 AWARDS	7
	 	 	 	
	 	5.1	Stock Options	7
	 	5.2	Stock Appreciation Rights	7
	 	5.3	Restricted Stock	8
	 	5.4	Performance Awards	8
	 	5.5	Manager Awards and Tandem Awards	9
	 	5.6	Automatic Non-Officer Director Awards	10
	 	5.7	Other Awards	11
	 	 	 	
	SECTION 6 AWARD AGREEMENTS	11
	 	 	 	
	 	6.1	Terms of Award Agreements	12
	 	 	 	
	SECTION 7 LOANS	13
	 	 	 	
	SECTION 8 AMENDMENT AND TERMINATION	14
	 	 	 	
	SECTION 9 UNFUNDED STATUS OF PLAN	14
	 	 	 	
	SECTION 10 GENERAL PROVISIONS	14
	 	 	 	
	 	10.1	Securities Laws Compliance	14


   

   

  
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  	 	10.2	Certificate Legends	14
	 	10.3	Transfer Restrictions	14
	 	10.4	Company Actions; No Right to Employment	14
	 	10.5	Section 409A of the Code	15
	 	10.6	Payment of Taxes	15
	 	10.7	Governing Law	15
	 	 	 	
	SECTION 11 EFFECTIVE DATE OF PLAN	15
	 	 	 	
	SECTION 12 TERM OF PLAN	16


  

   

   

  
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  FTAI
      INFRASTRUCTURE INC.

      NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN

   

  SECTION
      1

      

      PURPOSE OF PLAN; DEFINITIONS

   

  1.1           Purpose. The purpose of the Plan is (a) to reinforce the long-term
      commitment to the Company’s success of those Non-Officer
      Directors, officers, directors, employees, advisors, service providers, consultants and other personnel who are or will be responsible
      for such success; to facilitate the ownership of the Company’s stock by such individuals, thereby reinforcing the identity
      of their interests with those of the Company’s stockholders; to assist the Company in attracting and retaining individuals
      with experience and ability, (b) to compensate the Manager for its successful efforts in raising capital for the Company and to
      provide performance-based compensation in order to provide incentive to the Manager to enhance the value of the Company’s
      Stock and (c) to benefit the Company’s stockholders by encouraging high levels of performance by individuals whose performance
      is a key element in achieving the Company’s continued success.

   

  1.2           Definitions. For purposes of the Plan, the following terms shall be
      defined as set forth below:

   

  (a)           “Award” or “Awards”
      means an award described in Section 5 hereof.

   

  (b)           “Award Agreement” means an
      agreement described in Section 6 hereof
      entered into between the Company and a Participant, setting forth the terms, conditions and any limitations applicable to the
      Award granted to the Participant.

   

  (c)            “Beneficial Owner” shall have
      the meaning set forth in Rule 13d-3
      under the Exchange Act.

   

  (d)            “Board” means the Board of
      Directors of the Company.

   

  (e)            “Change in Control” of the
      Company shall be deemed to have occurred
      if an event set forth in any one of the following paragraphs (i)-(iii) shall have occurred unless prior to the occurrence of such
      event, the Board determines that such event shall not constitute a Change in Control:

   

  		(i)	any Person is or becomes a Beneficial Owner, directly or indirectly, of securities of the Company
            representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company, excluding (A) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (x) of
            paragraph (ii) below, and (B) any Person who becomes such a Beneficial Owner through the issuance of such securities with respect to purchases made directly from the Company; or


   

   

  
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  		(ii)	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary
            of the Company with any other corporation, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by
            remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) fifty percent (50%) or more of the combined voting power of the securities of the Company or such surviving entity or any parent
            thereof outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner,
            directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company; or


   

  		(iii)	the stockholders of the Company approve a plan of complete liquidation or dissolution of the
            Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the assets of the Company.


   

  For
      each Award that constitutes deferred compensation under Section 409A of the Code, to the extent required to avoid additional tax
      or other penalty, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change
      in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company
      shall also be deemed to have occurred under Section 409A of the Code.

   

  (f)            “Code” means the Internal
      Revenue Code of 1986, as amended from time
      to time, or any successor statute thereto.

   

  (g)           “Commission” means Securities
      and Exchange Commission.

   

  (h)           “Committee” means any committee
      the Board may appoint to administer
      the Plan. To the extent necessary and desirable, the Committee shall be composed entirely of individuals who meet the qualifications
      referred to in Rule 16b-3 under the Exchange Act. If at any time or to any extent the Board shall not administer the Plan, then
      the functions of the Board specified in the Plan shall be exercised by the Committee.

   

   

  
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  (i)             “Company” means FTAI
      Infrastructure Inc., a Delaware corporation.

   

  (j)             “Disability” means, with
      respect to any Participant, that such Participant
      (i) as determined by the Participant’s employer or service recipient (such determination to be approved by the Committee)
      is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
      or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or
      can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for
      a period of not less than three (3) months under an accident and health plan covering such Participant.

   

  (k)            “Effective Date” means the
      date provided pursuant to Section 11 hereof.

   

  (l)             “Equity Security Factor” means a number of shares of Stock (rounded
      down to the nearest whole share) equal
      to (i) the gross capital raised in an equity issuance of equity securities other than shares of Stock during the term of the Plan
      (as determined by the Committee), divided by (ii) the Fair Market Value of a share of Stock as of the date of such equity issuance.

   

  (m)           “Exchange Act” means the
      Securities Exchange Act of 1934, as amended.

   

  (n)            “Fair Market Value” means, as
      of any given date, except as otherwise
      determined by the Committee, (i) the closing price of a share of the Company’s Stock on the principal exchange on which
      shares of the Company’s Stock are then trading, if any, on the trading day previous to such date, or, if stock was not traded
      on the trading day previous to such date, then on the next preceding trading day during which a sale occurred; or (ii) if such
      Stock is not publicly traded on an exchange, the mean between the closing bid and asked prices for the Stock, on the day previous
      to such date, as determined in good faith by the Committee; or (iii) if the Stock is not publicly traded, the fair market value
      established by the Committee using any reasonable method and acting in good faith.

   

  (o)            “Manager” means FIG LLC, a Delaware limited liability company (“FIG
        LLC”), or any Person
      who shall succeed as manager as permitted by that certain Amended and Restated Management and Advisory Agreement, dated as of
      _______ __, 2022 by and among the Company and FIG LLC, as may be further amended and/or restated from time to time.

   

  (p)            “Manager Awards” means the
      Awards granted to the Manager as described
      in Section 5.5 hereof.

   

  (q)            “Non-Officer Director” means a
      director of the Company who is not
      an officer or employee of the Company.

   

   

  
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  (r)             “Non-Officer Director Stock Option” shall have the meaning set forth
      in Section 5.6(a) hereof.

   

  (s)            “Participant” means any Person
      selected by the Committee, pursuant
      to the Committee’s authority in Section 2 hereof, to receive Awards, including but not limited to (i) any Non-Officer Director,
      (ii) the Manager and its affiliates and (iii) any director, officer or employee of the Company, any parent, affiliate or subsidiary
      of the Company, or the Manager or any of its affiliates and (iv) any consultant, service provider or advisor to the Company, any
      parent, affiliate or subsidiary of the Company, or the Manager or any of its affiliates.

   

  (t)            “Person” shall have the
      meaning set forth in Section 3(a)(9) of the
      Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

   

  (u)           “Plan” means this FTAI
      Infrastructure Inc. Nonqualified Stock Option
      and Incentive Award Plan.

   

  (v)           “Restricted Stock” means Stock
      as described in Section 5.3 hereof.

   

  (w)          “Securities Act” shall have the meaning set forth in Section 5.5(h)
      hereof.

   

  (x)            “Stock” means the common stock, par value $0.01 per share, of the
      Company.

   

  (y)           “Stock Appreciation Right”
      shall have the meaning set forth in Section
      5.2 hereof.

   

  (z)            “Stock Option” means any
      option to purchase shares of Stock granted
      pursuant to the Plan. The Stock Options granted hereunder are not intended to qualify as “incentive stock options”
      within the meaning of Section 422 of the Code.

   

  (aa)          “Tandem Awards” shall have the
      meaning set forth in Section 5.5 hereof.

   

  SECTION
      2

      

      ADMINISTRATION

   

  2.1           Administration. The Plan shall, to the extent applicable, be administered
      in accordance with the requirements of Rule 16b-3
      under the Exchange Act (“Rule 16b-3”), by the Board or, at the Board’s
      sole discretion, by the Committee, which shall be appointed by the Board, and which shall serve at the pleasure of the Board.
      The Plan is intended to be exempt from, or to comply with, and shall be administered in a manner that is intended to be exempt
      from, or comply with, Section 409A of the Code and shall be construed and interpreted in accordance with such intent, to the extent
      subject thereto. To the extent that an Award and/or issuance and/or payment of an Award is subject to Section 409A of the Code,
      it shall be awarded and/or issued or paid in a manner that will comply with Section 409A of the Code, including any applicable
      regulations or guidance issued by the Secretary of the United States Treasury Department and the Internal Revenue Service with
      respect thereto.

   

   

  
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  2.2           Duties and Powers of Committee. The Committee shall have the power and
      authority to grant Awards to Participants pursuant
      to the terms of the Plan, and, in its discretion, to adopt, alter and repeal such administrative rules, guidelines and practices
      governing the Plan as it shall from time to time deem advisable; to interpret the terms and provisions of the Plan and any Award
      issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. All decisions
      made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons.

   

  In
      particular, the Committee shall have the authority to determine, in a manner consistent with the terms of the Plan:

   

  (a)            in addition to the Manager and the Non-Officer Directors, those Participants
      who shall receive Awards under the Plan;

   

  (b)            subject to Section 3 hereof, the number of shares of Stock to be covered by
      each Award granted hereunder;

   

  (c)            the terms and conditions of any Award granted hereunder, including, subject to
      the requirements of Section 409A, the waiver or
      modification of any such terms or conditions, consistent with the provisions of the Plan (including, but not limited to, Section
      8 hereof); and

   

  (d)           the terms and conditions which shall govern all the Award Agreements, including
      the waiver or modification of any such terms or
      conditions.

   

  2.3           Majority Rule. The Committee shall act by a majority of its members in
      attendance at a meeting at which a quorum is present
      or by a memorandum or other written instrument signed by all members of the Committee.

   

  2.4           Delegation of Authority. To the extent permitted by applicable law, the
      Committee or the Board may from time to time delegate
      to one or more Persons the authority to take administrative actions pursuant to this Section 2. Any delegation hereunder shall
      be subject to the restrictions and limitations that the Committee specifies at the time of such delegation, and the Committee
      may at any time rescind the authority so delegated or appoint a new delegatee.

   

  2.5           Compensation; Professional Assistance; Good Faith Actions. Members of the
      Committee may receive such compensation for their
      services as members as may be determined by the Board. All expenses and liabilities that members of the Committee or Board may
      incur in connection with the administration of this Plan shall be borne by the Company. The Committee may, with the approval of
      the Board, employ attorneys, consultants, accountants, appraisers, brokers or other Persons. The Committee, the Board, the Company
      and any officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such Persons.
      All actions taken and all interpretations and determinations made by the Committee or Board in good faith shall be final and binding
      upon all Participants, the Company and all other interested Persons. No member of the Committee or Board shall be personally liable
      for any action, determination or interpretation made in good faith with respect to this Plan or any Award, and all members of
      the Committee and Board shall be fully protected and indemnified to the fullest extent permitted by law, by the Company, in respect
      of any such action, determination or interpretation.

   

   

  
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  SECTION
      3

      

      STOCK SUBJECT TO PLAN

   

  3.1           Number of and Source of Shares. The maximum number of shares of Stock
      reserved and available for issuance under the Plan
      shall be 30,000,000, as increased on the date of any equity issuance by the Company during the term of the Plan by a number of
      shares of Stock equal to 10% of (i) the number of shares of Stock issued by the Company in such equity issuance or (ii) if such
      equity issuance relates to equity securities other than shares of Stock, the number of shares of Stock equal to the Equity Security
      Factor. The Stock which may be issued pursuant to an Award under the Plan may be treasury Stock, authorized but unissued Stock,
      or Stock acquired, subsequently or in anticipation of the transaction, in the open market to satisfy the requirements of the Plan.
      Awards may consist of any combination of such Stock, or, at the election of the Company, cash.

   

  3.2           Unrealized and Tandem Awards. If any shares of Stock subject to an Award
      are forfeited, cancelled, exchanged or surrendered
      or if an Award otherwise terminates or expires without a distribution of shares to the Participant, the shares of Stock with respect
      to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again
      be available for grants under the Plan. The grant of a Tandem Award (as defined herein) shall not reduce the number of shares
      of Stock reserved and available for issuance under the Plan. The Company reserves the right to cancel any Stock Option which has
      a per-share exercise price that is equal to or greater than the Fair Market Value of an underlying share of Stock as of the date
      of such cancellation, and any shares of Stock which were subject to such cancelled Stock Option shall again be available for the
      issuance of Stock Options, including issuance to the Person that held the cancelled Stock Option, irrespective of whether such
      issuance would be deemed a repricing of such Stock Option.

   

  3.3           Adjustment of Awards. Upon the occurrence of any event which affects the
      shares of Stock in such a way that an adjustment
      of outstanding Awards is appropriate in order to prevent the dilution or enlargement of rights under the Awards (including, without
      limitation, any extraordinary dividend or other distribution (whether in cash or in kind), recapitalization, stock split, reverse
      split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate
      transaction or event), the Committee shall make appropriate equitable adjustments, which may include, without limitation, adjustments
      to any or all of the number and kind of shares of Stock (or other securities) which may thereafter be issued in connection with
      such outstanding Awards and adjustments to any exercise price specified in the outstanding Awards and shall also make appropriate
      equitable adjustments to the number and kind of shares of Stock (or other securities) authorized by or to be granted under the
      Plan. Such other substitutions or adjustments shall be made respecting Awards hereunder as may be determined by the Committee,
      in its sole discretion. In connection with any event described in this paragraph, the Committee may provide, in its discretion,
      for the cancellation of any outstanding Award and payment in cash or other property in exchange therefor, equal to the difference,
      if any, between the fair market value of the Stock or other property subject to the Award, and the exercise price, if any.

   

   

  
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  SECTION
      4

      

      ELIGIBILITY

   

  Each
      Participant shall be eligible to receive Awards under the Plan. Additional Participants under the Plan may be selected from time
      to time by the Committee, in its sole discretion, and the Committee shall determine, in its sole discretion, the number of shares
      covered by each Award.

   

  SECTION
      5

      

      AWARDS

   

  Awards
      may include, but are not limited to, those described in this Section 5. The Committee may grant Awards singly, in tandem or in
      combination with other Awards, as the Committee may in its sole discretion determine.

   

  5.1           Stock Options. A Stock Option is a right to purchase a specified number of
      shares of Stock, at a specified price during
      such specified time as the Committee shall determine.

   

  (a)            A Stock Option may be exercised, in whole or in part, by giving written notice
      of exercise to the Company, specifying the number
      of shares of Stock to be purchased.

   

  (b)           The exercise price of the Stock Option may be paid in cash or its equivalent,
      as determined by the Committee. As determined by
      the Committee, in its sole discretion, or as otherwise set forth in Sections 5.5(b) and 5.5(c) below, payment in whole or in part
      may also be made (i) by means of any cashless exercise procedure approved by the Committee (including the withholding of Stock
      otherwise issuable on exercise), or (ii) in the form of unrestricted Stock already owned by the Participant which has a Fair Market
      Value on the date of surrender equal to the aggregate option price of the Stock as to which such Stock Option shall be exercised.
      No fractional shares of Stock will be issued or accepted.

   

  5.2           Stock Appreciation Rights. A Stock Appreciation Right is a right to
      receive, upon surrender of the right, an amount payable
      in cash and/or shares of Stock under such terms and conditions as the Committee shall determine.

   

  (a)            A Stock Appreciation Right may be granted in tandem with part or all of (or in
      addition to, or completely independent of) a Stock
      Option or any other Award under this Plan. A Stock Appreciation Right issued in tandem with a Stock Option may be granted at the
      time of grant of the related Stock Option or at any time thereafter during the term of the Stock Option.

   

   

  
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  (b)            The amount payable in cash and/or shares of Stock with respect to each right
      shall be equal in value to a percentage (including
      up to 100%) of the amount by which the Fair Market Value per share of Stock on the exercise date exceeds the Fair Market Value
      per share of Stock on the date of grant of the Stock Appreciation Right. The applicable percentage shall be established by the
      Committee. The Award Agreement may state whether the amount payable is to be paid wholly in cash, wholly in shares of Stock, or
      in any combination of the foregoing; if the Award Agreement does not so state the manner of payment, the Committee shall determine
      such manner of payment at the time of payment. The amount payable in shares of Stock, if any, is determined with reference to
      the Fair Market Value per share of Stock on the date of exercise.

   

  (c)            Stock Appreciation Rights issued in tandem with Stock Options shall be
      exercisable only to the extent that the Stock Options to
      which they relate are exercisable. Upon exercise of the tandem Stock Appreciation Right, and to the extent of such exercise, the
      Participant’s underlying Stock Option shall automatically terminate. Similarly, upon the exercise of the tandem Stock Option,
      and to the extent of such exercise, the Participant’s related Stock Appreciation Right shall automatically terminate.

   

  5.3           Restricted Stock. Restricted Stock is Stock that is issued to a
      Participant and is subject to such terms, conditions and
      restrictions as the Committee deems appropriate, which may include, but are not limited to, restrictions upon the sale, assignment,
      transfer or other disposition of the Restricted Stock and the requirement of forfeiture of the Restricted Stock upon termination
      of employment or service under certain specified conditions. The Committee may provide for the lapse of any such term or condition
      or waive any term or condition based on such factors or criteria as the Committee may determine. Subject to the restrictions stated
      in this Section 5.3 and in the applicable Award Agreement, the Participant shall have, with respect to Awards of Restricted Stock,
      all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive any
      cash or stock dividends on such Stock. The Company may require that the stock certificates evidencing Restricted Stock granted
      hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of
      any award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered
      by such award.

   

  5.4           Performance Awards. Performance Awards may be granted under this Plan from
      time to time based on such terms and conditions
      as the Committee deems appropriate, provided that such Awards shall not be inconsistent with the terms and purposes of this Plan.
      Performance Awards are Awards which are contingent upon the performance of all or a portion of the Company and/or its subsidiaries
      and/or which are contingent upon the individual performance of a Participant. Performance Awards may be in the form of performance
      units, performance shares and such other forms of Performance Awards as the Committee shall determine. The Committee shall determine
      the performance measurements and criteria for such Performance Awards. The Company may require that the stock certificates evidencing
      Performance Awards granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and
      that, as a condition of any award of Performance Awards, the Participant shall have delivered a stock power, endorsed in blank,
      relating to the Stock covered by such award.

   

   

  
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  5.5           Manager Awards and Tandem Awards.

   

  (a)            Grant of Compensatory Stock Options. As consideration for the Manager’s
      role in raising capital for the Company,
      the Manager may be awarded Stock Options in connection with any equity issuance by the Company, to acquire that number of shares
      of Stock up to ten percent (10%) of (i) the number of shares of Stock issued by the Company in such equity issuance or (ii) if
      such equity issuance relates to equity securities other than shares of Stock, a number of shares of Stock equal to the Equity
      Security Factor, in each case subject to the proviso contained in Section 5.5(f) hereof.

   

  (b)            Terms of Manager Awards. The Stock Options referred to in clause (a)
      above shall be 100% vested as of the date of grant
      and become exercisable as to 1/30th of the Stock subject to the Stock Options on the first day of each of the following 30 calendar
      months following the date of grant. Such Stock Options shall expire on the tenth anniversary of the date of grant. Such Stock
      Options shall have a per share price equal to the offering price of the equity issuance in connection with which such Stock Options
      are awarded (as determined by the Committee), or in the event that such equity issuance relates to equity securities other than
      Stock, the Fair Market Value of a share of Stock as of the date of the equity issuance, in each case subject to adjustment as
      set forth in Section 3.3 hereof. The exercise price of such Stock Options may be paid in cash or its equivalent, as determined
      by the Committee. Payment in whole or in part may also be made by the following cashless exercise procedures: (i) by withholding
      from shares of Stock otherwise issuable upon exercise of such Stock Option, (ii) in the form of unrestricted Stock already owned
      by the Manager which has a Fair Market Value on the date of surrender equal to the aggregate option price of the Stock as to which
      such Stock Option shall be exercised or (iii) by means of any other cashless exercise procedure approved by the Committee. No
      fractional shares of Stock will be issued or accepted. The Award Agreement with respect to such Stock Options shall also set forth
      the vesting and exercise schedule of such Stock Options and such other terms and conditions with respect to such Stock Options
      and the delivery of shares of Company Stock subject to such Stock Options as the Committee may determine.

   

  (c)            Each of the Committee and/or the Manager shall have the authority to direct
      awards of Stock Options to such employees of the Manager
      who act as officers of or perform other services for the Company, which options shall be tandem to the Stock Options that are
      the subject of outstanding Manager Awards designated by the Manager—i.e., shares of Stock issuable pursuant to the
      exercise of the Stock Options that are subject to certain designated Manager Awards would alternatively be issuable pursuant to
      the exercise of Stock Options that are the subject of the tandem awards granted to Persons who perform services for or on behalf
      of the Company, provided that such shares of Stock may be issued pursuant to the exercise of either the designated Manager Awards
      or the tandem awards but not both (the “Tandem Awards”). As determined
      by the Manager, in its sole discretion, payment of the exercise price of such Tandem Award in whole or in part may be made by
      the following cashless exercise procedures: (i) by withholding from shares of Stock otherwise issuable upon exercise of such Tandem
      Award, (ii) in the form of unrestricted Stock already owned by the holder of such Tandem Award which has a Fair Market Value on
      the date of surrender equal to the aggregate option price of the Stock as to which such Tandem Award shall be exercised or (iii)
      by means of any other cashless exercise procedure approved by the Committee.

   

   

  
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  (d)           As a condition to the grant of Tandem Awards, the Manager shall be required to
      agree that so long as such Tandem Awards remain
      outstanding, it will not exercise any Stock Options under any designated Manager Award that are related to the options under such
      outstanding Tandem Awards. If Stock Options under a Tandem Award are forfeited, expire or are cancelled without being exercised,
      the related Stock Options under the designated Manager Award shall again become exercisable in accordance with its terms. Upon
      the exercise of Stock Options under a Tandem Award, the related Stock Options under the designated Manager Award shall terminate.

   

  (e)           The terms and conditions of each such Tandem Awards (e.g., the per share
      exercise price, the schedule of vesting, exercisability
      and delivery, etc.) shall be determined by the Committee or the Manager, as the case may be, in its sole discretion and shall
      be included in an Award Agreement, provided, that the term of such award may not be greater than the term of its related
      Manager Award.

   

  (f)            Other Awards. The Committee may, from time to time, grant such Awards
      to the Manager as the Committee deems advisable in
      order to provide additional incentive to the Manager to enhance the value of the Company’s Stock; provided, however,
      that no Award shall be awarded to the Manager (or its designee) in connection with any equity issuance by the Company which provides
      for the acquisition of a number of shares of Stock in excess of ten percent (10%) of (i) the maximum number of shares of Stock
      being proposed to be issued by the Company in such equity issuance or (ii) if such equity issuance relates to equity securities
      other than shares of Stock, the maximum number of shares of Stock determined in accordance with the Equity Security Factor.

   

  (g)           Change in Control and Termination Provisions. Notwithstanding anything
      herein, unless otherwise provided in any Award Agreement
      to the contrary, upon a Change in Control or a termination of the Manager’s services to the Company for any reason, all
      Awards granted to the Manager pursuant to this Plan shall become immediately and fully exercisable, and all Tandem Awards shall
      be governed by the terms and conditions of the applicable Award Agreements.

   

  (h)           Registration Rights Agreement. The Company shall, upon the Manager’s
      reasonable request, (i) use commercially reasonable
      efforts to register under the Securities Act of 1933, as amended (the “Securities Act”) the securities that
      may be issued and sold under the Plan or the resale of such securities issued and sold pursuant to the Plan or (ii) enter into
      a registration rights agreement with the Manager on terms to be mutually agreed upon between the parties.

   

  5.6           Automatic Non-Officer Director Awards.

   

  (a)            Initial Grant of Non-Officer Director Stock Options. Each Non-Officer
      Director shall be granted a Stock Option, which shall
      be fully vested as of the date of the grant, relating to 5,000 shares of Stock (each, a “Non-Officer Director Stock Option”),
      upon the date of the first Board of Director’s meeting attended by such Non-Officer Director after effectiveness of the
      Plan. The option price per share of Stock under the Non-Officer Director Stock Option shall be one hundred percent (100%) of the
      Fair Market Value of the Stock on the date of grant.

   

   

  
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  (b)            Stock Availability. In the event that the number of shares of Stock
      available for grant under the Plan is not sufficient
      to accommodate the Awards of Non-Officer Director Stock Options, then the remaining shares of Stock available for such automatic
      awards shall be granted to each Non-Officer Director who is to receive such an award on a pro-rata basis. No further grants shall
      be made until such time, if any, as additional shares of Stock become available for grant under the Plan through action of the
      Board or the stockholders of the Company to increase the number of shares of Stock that may be issued under the Plan or through
      cancellation or expiration of Awards previously granted hereunder.

   

  (c)            Term; Method of Exercise of Non-Officer Director Stock Option. Each
      Non-Officer Director Stock Option shall cease to be
      exercisable no later than the date that is ten (10) years following the date of grant. If settled in shares of Stock, the exercise
      price of such Stock Options may be paid in cash or its equivalent, as determined by the Committee. As determined by the Committee,
      in its sole discretion, payment in whole or in part may also be made (i) by means of any cashless exercise procedure approved
      by the Committee (including the withholding of shares of Stock otherwise issuable on exercise), or (ii) in the form of unrestricted
      Stock already owned by the Non-Officer Director which has a Fair Market Value on the date of surrender equal to the aggregate
      option price of the Stock as to which such Stock Option shall be exercised. No fractional shares of Stock will be issued or accepted.

   

  (d)            Award Agreements. Each recipient of a Non-Officer Director Stock Option
      shall enter into an Award Agreement with the Company,
      which agreement shall set forth, among other things, the exercise price, the term and provisions regarding exercisability and
      form of settlement of the Non-Officer Director Stock Option, which provisions shall not be inconsistent with the terms of this
      Section 5.6 and Section 6.1 hereof. The Award Agreement with respect to such Non-Officer Director Stock Option shall also set
      forth such other terms and conditions with respect to Awards to the Non-Officer Director as the Committee may determine.

   

  5.7           Other Awards.

   

  The
      Committee may from time to time grant to its Non-Officer Directors, or any other Participant, Stock, other Stock-based and non-Stock-based
      Awards under the Plan, including without limitation those Awards pursuant to which shares of Stock are or may in the future be
      acquired, Awards denominated in Stock, securities convertible into Stock, phantom securities, dividend equivalents and cash. The
      Committee shall determine the terms and conditions of such other Stock, Stock-based and non-Stock-based Awards, provided that
      such Awards shall not be inconsistent with the terms and purposes of this Plan.

   

  SECTION
      6

      

      AWARD AGREEMENTS

   

  Each
      Award under this Plan shall be evidenced by an Award Agreement setting forth the number of shares of Stock or other securities,
      and such other terms and conditions applicable to the Award (and not inconsistent with this Plan) as are determined by the Committee. 

   

  
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  6.1           Terms of Award Agreements. Award Agreements may include the following
      terms:

   

  (a)           Term. The term of each Award (as determined by the Committee); provided
      that, no Award with an exercise period shall
      be exercisable more than ten years after the date such Award is granted.

   

  (b)           Exercise Price. The exercise price per share of Stock purchasable under
      an Award (as determined by the Committee in its
      sole discretion at the time of grant); provided that, the exercise price shall not be less than the par value of the Stock
      and, for Awards intended to be exempt from application of Section 409A of the Code under Section 1.409A-1(b)(5)(A), shall not
      be less than 100% of the Fair Market Value of the Stock on such date.

   

  (c)           Exercisability. Provisions regarding the exercisability of Awards (which
      shall be exercisable at such time or times and
      subject to such terms and conditions as shall be determined by the Committee at or after grant).

   

  (d)           Method of Exercise. Provisions describing the method of exercising
      Awards.

   

  (e)           Delivery. Provisions regarding the timing of the delivery of Stock
      subject to Awards. The Award Agreements may provide
      that such delivery will be delayed to the extent required to avoid the imposition of a tax under Section 409A of the Code.

   

  (f)            Termination of Employment or Service. Provisions describing the
      treatment of an Award in the event of Disability, death
      or other termination of a Participant’s employment or service with the Company, including but not limited to, terms relating
      to the vesting, time for exercise, forfeiture and cancellation of an Award in such circumstances.

   

  (g)           Rights as Stockholder. A provision that a Participant shall have no
      rights as a stockholder with respect to any securities
      covered by an Award until the date the Participant becomes the holder of record. Except as provided in Section 3.3 hereof, no
      adjustment shall be made for dividends or other rights, unless the Award Agreement specifically requires such adjustment, in which
      case, grants of dividend equivalents or similar rights shall not be considered to be a grant of any other stockholder right.

   

  (h)           Nontransferability. A provision that except under the laws of descent
      and distribution or as otherwise permitted by the
      Committee, in its sole discretion, or, in respect of Manager Awards, grants of Tandem Awards, the Participant shall not be permitted
      to sell, transfer, pledge or assign any Award, and all Awards shall be exercisable, during the Participant’s lifetime, only
      by the Participant; provided, however, that the Participant shall be permitted to transfer one or more Stock Options
      to a trust controlled by the Participant during the Participant’s lifetime for estate planning purposes.

   

   

  
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  (i)             Other Terms. Such other terms as are necessary and appropriate to
      effectuate an Award to the Participant, including but
      not limited to, (1) vesting provisions, (2) deferral elections, (3) any requirements for continued employment or service with
      the Company, (4) any requirement to execute a general release of claims in a form acceptable to the Company prior to the lapse
      of any restrictions or conditions on such Award or such Award becoming exercisable, (5) any other restrictions or conditions (including
      performance requirements) on the Award and the method by which restrictions or conditions lapse, (6) effect on the Award of a
      Change in Control, (7) the right of the Company and such other Persons as the Committee shall designate (“Designees”)
      to repurchase from a Participant, and such Participant’s permitted transferees, all shares of Stock issued or issuable to
      such Participant in connection with an Award in the event of such Participant’s termination of employment or service, (8)
      rights of first refusal granted to the Company and its Designees, if any, (9) holdback and other registration right restrictions
      in the event of a public registration of any equity securities of the Company and (10) any other terms and conditions which the
      Committee shall deem necessary and desirable.

   

  SECTION
      7

      

      LOANS

   

  To
      the extent permitted by applicable law, including the Sarbanes-Oxley Act of 2002, the Company or any parent or subsidiary of the
      Company may make loans available to Stock Option holders in connection with the exercise of outstanding Stock Options granted
      under the Plan, as the Committee, in its discretion, may determine. Such loans shall (i) be evidenced by promissory notes entered
      into by the Stock Option holders in favor of the Company or any parent or subsidiary of the Company, (ii) be subject to the terms
      and conditions set forth in this Section 7 and such other terms and conditions, not inconsistent with the Plan, as the Committee
      shall determine, (iii) bear interest, if any, at such rate as the Committee shall determine, and (iv) be subject to Board approval
      (or to approval by the Committee to the extent the Board may delegate such authority). In no event may the principal amount of
      any such loan exceed the sum of (x) the exercise price less the par value of the shares of Stock covered by the Stock Option,
      or portion thereof, exercised by the holder, and (y) any federal, state, and local income tax attributable to such exercise. The
      initial term of the loan, the schedule of payments of principal and interest under the loan, the extent to which the loan is to
      be with or without recourse against the holder with respect to principal or interest and the conditions upon which the loan will
      become payable in the event of the holder’s termination of employment or service shall be determined by the Committee. Unless
      the Committee determines otherwise, when a loan is made, shares of Stock having a Fair Market Value at least equal to the principal
      amount of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan, and
      such pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the Committee, in its discretion;
      provided that, each loan shall comply with all applicable laws, and all regulations and rules of the Board of Governors
      of the Federal Reserve System and of the U.S. Securities and Exchange Commission and any other governmental agency having jurisdiction.

   

   

  
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  SECTION
      8

      

      AMENDMENT AND TERMINATION

   

  The
      Board may at any time and from time-to-time alter, amend, suspend, or terminate the Plan in whole or in part; provided
      that, no amendment which requires stockholder approval in order for the Plan to comply with a rule or regulation deemed applicable
      by the Committee, shall be effective unless the same shall be approved by the requisite vote of the stockholders of the Company
      entitled to vote thereon. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Participant,
      without such Participant’s consent, under any Award or Loan theretofore granted under the Plan.

   

  SECTION
      9

      

      UNFUNDED STATUS OF PLAN

   

  The
      Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet
      made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than
      those of a general creditor of the Company.

   

  SECTION
      10

      

      GENERAL PROVISIONS

   

  10.1         Securities
        Laws Compliance. Shares of Stock shall not be issued pursuant to the exercise or settlement of any Award granted hereunder
      unless the exercise of such Award and the issuance and delivery of such shares of Stock pursuant thereto shall comply with all
      relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act and the requirements of any stock
      exchange upon which the Stock may then be listed, and shall be further subject to the approval of counsel for the Company with
      respect to such compliance.

   

  10.2         Certificate
        Legends. The Committee may require each Person purchasing shares pursuant to a Stock Option to represent to and agree with
      the Company in writing that such Person is acquiring the Stock subject thereto without a view to distribution thereof. The certificates
      for such Stock may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

   

  10.3         Transfer
        Restrictions. All certificates for shares of Stock delivered under the Plan shall be subject to such stock-transfer orders
      and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Commission,
      any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee
      may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

   

  10.4         Company
        Actions; No Right to Employment or Service. Nothing contained in the Plan shall prevent the Board from adopting other or additional
      compensation arrangements, subject to stockholder approval if such approval is necessary and desirable; and such arrangements
      may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any employee,
      consultant, service provider or advisor of the Company any right to continued employment or service with the Company, as the case
      may be, nor shall it interfere in any way with the right of the Company to terminate the employment or service of any of its employees,
      consultants or advisors at any time.

   

   

  
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  10.5         Section
        409A of the Code. The intent of the parties is that payments and benefits under the Plan be exempt from, or comply with Section
      409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted
      and be administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term
      deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable
      law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required in order to avoid accelerated
      taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would
      otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination
      of employment shall instead be paid on the first business day after the date that is six (6) months following the Participant’s
      separation from service (or upon the Participant’s death, if earlier). In addition, for purposes of the Plan, each amount
      to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute deferred compensation subject to
      Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.

   

  10.6         Payment
        of Taxes. Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the
      gross income of the Participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
      Committee regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to
      the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements,
      and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
      due to the Participant.

   

  10.7         
      Governing Law. The Plan shall be governed by the and construed in accordance with the laws of the State of Delaware, without
      giving effect to principles of conflicts of law of such state.

   

  SECTION
      11

      

      EFFECTIVE DATE OF PLAN

   

  The
      Plan was adopted by the Board on _______ __, 2022, and shall become effective without further action as of the later of (a) the
      effectiveness of the Company’s registration statement on Form 10 filed with the U.S. Securities and Exchange Commission
      on _______ __, 2022, as amended, and (b) the Common Stock being listed or approved for listing upon notice of issuance on
      The Nasdaq Global Select Market (the date of such effectiveness, the “Effective Date”).

   

   

  
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  SECTION
      12

      

      TERM OF PLAN

   

  No
      Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted
      may extend beyond that date.

   

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