Exhibit 10.2


 


INDEMNIFICATION AGREEMENT


 


THIS AGREEMENT, dated as of [●] (this
“Agreement”), between FTAI Infrastructure Inc., a Delaware corporation (the “Company”), and
[●] (“Indemnitee”).


 


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


 


WHEREAS, Indemnitee is a director and/or officer
of the Company;


 


WHEREAS, both the Company and Indemnitee recognize
the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s
environment;


 


WHEREAS, the Company’s Certificate of
Incorporation and Bylaws, as amended from time to time (the “Organizational Documents”) require the Company
to indemnify and advance expenses to its directors and officers to the extent provided in the Organizational Documents, and the
Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Organizational
Documents;


 


WHEREAS, uncertainties as to the availability
of indemnification created by court decisions may increase the risk that the Company will be unable to retain and attract as directors
and officers the most capable persons available;


 


WHEREAS, the board of directors of the Company
(“Board of Directors”) has determined that the inability of the Company to retain and attract as directors and
officers the most capable persons would be detrimental to the interests of the Company and that the Company therefore should seek
to assure such persons that indemnification and insurance coverage will be available in the future;


 


WHEREAS, the parties intend that any rights
the Indemnitee may have from Indemnitee-Related Entities (as defined herein) shall be secondary to the primary obligation of the
Company to indemnify and hold harmless the Indemnitee under this Agreement; and


 


WHEREAS, in recognition of Indemnitee’s
need for protection against personal liability, and in part to provide Indemnitee with specific contractual assurance that the
protection promised by the Organizational Documents will be available to Indemnitee (regardless of, among other things, any amendment
to or revocation of the Organizational Documents or any change in the composition of the Company’s Board of Directors or
acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and
the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in
this Agreement, and for the continued coverage of Indemnitee under the directors’ and officers’ liability insurance
policy of the Company.


 



 










 



NOW, THEREFORE, in consideration of the premises
and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally
bound hereby, the parties hereto agree as follows:


 


1.             Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings
when used in this Agreement:


 


		(a)	Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Fortress Investment Group LLC, the Manager (as
defined herein) and/or their respective affiliates and other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of shares of the Company, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power
represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors
or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other entity other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders
of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company
of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.



 


		(b)	Claim: means any threatened, asserted, pending or completed action, suit or proceeding, whether civil, criminal, administrative,
investigative or other, including any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind
thereof, or any inquiry or investigation, whether instituted by (or in the right of) the Company or any governmental agency or
any other person or entity, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise.



 


		(c)	Delaware Court: means the Court of Chancery of the State of Delaware.



 



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		(d)	ERISA: means the Employee Retirement Income Security Act of 1974, as amended.



 


		(e)	Expenses: include attorneys’ fees and all other direct or indirect costs, expenses and obligations, including
judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement with the approval of the Company, and counsel fees
and disbursements (including, without limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript
fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in
connection with investigating, prosecuting, defending, being a witness in or participating in (including on appeal), or preparing
to investigate, prosecute, defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event, and shall
include (without limitation) all attorneys’ fees and all other expenses incurred by or on behalf of an Indemnitee in connection
with preparing and submitting any requests or statements for indemnification, advancement or any other right provided by this Agreement
(including, without limitation, such fees or expenses incurred in connection with legal proceedings contemplated by Section 2(d)
hereof).



 


		(f)	Indemnifiable Amounts: means (i) any and all liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise
taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with
or in respect of such liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes or amounts paid in settlement)
arising out of or resulting from any Claim relating to an Indemnifiable Event, (ii) any liability pursuant to a loan guaranty or
otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness
which the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee
incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration
or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form
of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the Department of Labor, restitutions
to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism,
or otherwise).



 


		(g)	Indemnifiable Event: means any event or occurrence, whether occurring before, on or after the date of this Agreement,
related to the fact that Indemnitee is or was a director and/or officer or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee, manager, member, partner, tax matter partner, partnership representative,
trustee, agent, fiduciary or similar capacity, of another company, corporation, limited liability company, partnership, joint venture,
employee benefit plan, trust or other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such
capacity (in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Indemnifiable
Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement). The term “Company,”
where the context requires when used in this Agreement, may be construed to include such other company, corporation, limited liability
company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise.



 



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		(h)	Indemnitee-Related Entities: means any company, corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other entity or enterprise (other than the Company or any other company, corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise Indemnitee has agreed, on behalf
of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered
by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of Expenses
with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation.



 


		(i)	Independent Legal Counsel: means an attorney or firm of attorneys (following a Change in Control, selected in accordance
with the provisions of Section 3 hereof) who is experienced in matters of corporate law and who shall not have otherwise performed
services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).



 


		(j)	Jointly Indemnifiable Claim: means any Claim for which the Indemnitee may be entitled to indemnification from both an
Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation,
by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable
organizational documents of the Company and an Indemnitee-Related Entity.



 


		(k)	Manager: means FIG LLC, together with its permitted assignees, under the Amended and Restated Management and Advisory
Agreement, dated as of [●], 2022, between the Company and FIG LLC, as amended, supplemented or restated from time to time.



 


		(l)	Reviewing Party: means any appropriate person or body consisting of a member or members of the Board of Directors or
any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel.



 



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		(m)	Voting Securities: means any securities of the Company which vote generally in the election of directors.



 


2.             Basic Indemnification Arrangement; Advancement of Expenses.


 


		(a)	In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party
to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee, or cause Indemnitee to be indemnified, to the fullest extent permitted by applicable law, as such may be
amended from time to time (but, in the case of any such amendment, to the extent permitted by applicable law, only to the extent
such amendment permits the Company to provide broader indemnification rights than the law permitted the Company to provide before
such amendment), as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the
Company, and hold Indemnitee harmless against any and all Indemnifiable Amounts.



 


		(b)	If so requested by Indemnitee, the Company shall advance, or cause to be advanced (within two business days of receipt of such
request), any and all Expenses incurred by Indemnitee (an “Expense Advance”). The Company shall, in accordance
with such request (but without duplication), either (i) pay, or cause to be paid, such Expenses on behalf of Indemnitee, or (ii)
reimburse, or cause the reimbursement of, Indemnitee for such Expenses. Subject to Section 2(d), Indemnitee’s right to an
Expense Advance is absolute and shall not be subject to any prior determination by the Reviewing Party that the Indemnitee has
satisfied any applicable standard of conduct for indemnification.



 


		(c)	Notwithstanding anything in this Agreement to the contrary, Indemnitee (or his or her heirs, executors or personal or legal
representatives) shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with
any Claim (or part thereof) initiated by Indemnitee unless (i) the Company has joined in or the Board of Directors has authorized
or consented to the initiation of such Claim (or part thereof) or (ii) the Claim (or part thereof) is one to enforce Indemnitee’s
rights under this Agreement (including an action pursued by Indemnitee to secure a determination that Indemnitee should be indemnified
under applicable law).



 



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		(d)	Notwithstanding the foregoing, (i) the indemnification obligations of the Company under Section 2(a) shall be subject to the
condition that the Reviewing Party shall not have determined (in a written legal opinion, in any case in which the Independent
Legal Counsel is involved as required by Section 3 hereof) that Indemnitee would not be permitted to be indemnified under applicable
law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(b) shall be subject to the condition
that, if, when and to the extent that the Reviewing Party determines (in a written legal opinion, in any case in which the Independent
Legal Counsel is involved as required by Section 3 hereof) that Indemnitee would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid (it being understood and agreed that the foregoing agreement by Indemnitee shall be deemed to satisfy any requirement
that Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee
is not entitled to indemnification under applicable law); provided, however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable
law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s
undertaking to repay such Expense Advances shall be unsecured and interest-free. If there has not been a Change in Control, the
Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party
within thirty (30) days after written demand is presented to the Company or if the Reviewing Party determines that Indemnitee would
not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation
in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination
by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.



 


3.             Change in Control. The Company agrees that if there is a Change in Control then with respect to all matters thereafter
arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any provision of
the Organizational Documents now or hereafter in effect, the Company shall seek legal advice only from Independent Legal Counsel
selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld).
Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent
the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the
Independent Legal Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 



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4.             Indemnification for Additional Expenses. The Company shall indemnify, or cause the indemnification of, Indemnitee
against any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to Indemnitee subject to and in accordance
with Section 2(b), which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification
or an Expense Advance by the Company under this Agreement or any provision of the Organizational Documents now or hereafter in
effect and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance
recovery, as the case may be; provided that Indemnitee shall be required to reimburse such Expenses in the event that a final judicial
determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by Indemnitee,
or the defense by Indemnitee of an action brought by the Company or any other person, as applicable, was frivolous or in bad faith.


 


5.             Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses or other Indemnifiable Amounts in respect of a Claim but not, however, for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits
or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue
or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.


 


6.             Burden of Proof, Etc. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified hereunder the Reviewing Party, court, any finder of fact or other relevant person shall presume that
the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall
be on the Company (or any other person or entity disputing such conclusions) to establish, by clear and convincing evidence, that
Indemnitee is not so entitled.


 


7.             Presumption of Entitlement; Reliance as Safe Harbor. Upon making a request for indemnification, Indemnitee shall
be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to establish
by clear and convincing evidence that Indemnitee is not so entitled. For purposes of this Agreement, Indemnitee shall be deemed
to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including
its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees
of the Company in the course of their duties, or by committees of the Board of Directors, or by any other person (including legal
counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the
knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to
Indemnitee for purposes of determining the right to indemnity hereunder.


 



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


 


9.             Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may
have under the Organizational Documents, the Delaware General Corporation Law or otherwise. To the extent that a change in applicable
law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under
the Organizational Documents or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. To the extent that there is a conflict or inconsistency between the terms of this
Agreement and the Organizational Documents, it is the intent of the parties hereto that the Indemnitee shall enjoy the greater
benefits regardless of whether contained herein or in the Organizational Documents. No amendment or alteration of the Organizational
Documents or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.


 


10.           Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’
and officers’ liability insurance, the 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 the Company’s directors and officers. If the Company has such insurance
in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the
Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the
procedures set forth in the policy. 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 policy.


 


11.           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.


 



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12.           Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


13.           Subrogation. Subject to Section 14 hereof, in the event of payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers reasonably required
and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary
to enable the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse all Expenses actually
and reasonably incurred by Indemnitee in connection with such subrogation.


 


14.           Jointly Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may arise due to the relationship between
the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at
the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be fully and primarily
responsible for the payment to the Indemnitee in respect of indemnification and advancement of expenses in connection with any
such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of
recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any
right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnitee may have from the
Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder.
In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification
or advancement of Expenses with respect to any Jointly Indemnifiable Claim, the Company agrees that such payment or advancement
shall not extinguish or affect in any way the rights of the Indemnitee under this Agreement and further agrees that the Indemnitee-Related
Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee
against the Company. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 14,
entitled to enforce this Section 14 against the Company as though each such Indemnitee-Related Entity were a party to this Agreement.


 


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


 



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16.           Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an
Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that
if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company
to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in
any such Claim (including any impleaded parties) include both the Company, or any subsidiary of the Company, and Indemnitee and
Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition
to those available to the Company or any subsidiary of the Company, or (iii) any such representation by such counsel would be precluded
under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel
(but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense.
The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to
an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written
consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could
have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release
of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall
unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee
may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall
Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege
or protection.


 


17.           No Adverse Settlement. The Company shall not seek, nor shall it agree to, consent to, support, or agree not to contest
any settlement or other resolution of any Claim(s), or settlement or other resolution of any other claim, action, proceeding, demand,
investigation or other matter that has the actual or purported effect of extinguishing, limiting or impairing Indemnitee’s
rights hereunder, including without limitation the entry of any bar order or other order, decree or stipulation, pursuant to 15
U.S.C. § 78u-4 (the Private Securities Litigation Reform Act), or any similar foreign, federal or state statute, regulation,
rule or law.


 


18.           Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, (including any direct or indirect successor or continuing company by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect
by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by
written agreement in form and substance satisfactory to Indemnitee and his or her counsel, 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. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or director
of the Company or of any other entity or enterprise at the Company’s request.


 


19.           Security. To the extent requested by Indemnitee and approved by the Board of Directors, the Company may at any time
and from time to time provide security to Indemnitee for the obligations of the Company hereunder through an irrevocable bank line
of credit, funded trust or other collateral or by other means. Any such security, once provided to Indemnitee, may not be revoked
or released without the prior written consent of such Indemnitee.


 



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20.           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, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby
and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph
of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this
Agreement.


 


21.           Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company,
Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled,
if Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance,
to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.


 


22.           Notices. All notices, requests, consents and other communications hereunder to any party shall be in writing and
shall be deemed to have been duly given (a) five (5) business days following sending by registered or certified mail, postage prepaid,
(b) when sent, if sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and
on the next business day if sent after normal business hours of the recipient, (c) when delivered, if delivered personally to the
intended recipient, and (d) one (1) business day following sending by overnight delivery via a national courier service and, in
each case, addressed to a party at the following address for such party:


 


		(i)	If to the Company, to:



 


FTAI Infrastructure Inc.

c/o FIG LLC

1345 Avenue of the Americas

45th Floor

New York, New York 10105

Attention: Ken Nicholson





                   Kevin Krieger

Email:         knicholson@fortress.com


                  kkrieger@fortress.com


 


with a copy (which shall not constitute notice) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001-8602

Attn:       Michael J. Schwartz, Esq.;


               Blair T. Thetford, Esq.





Email:     Michael.Schwartz@skadden.com


              Blair.Thetford@skadden.com


 



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		(ii)	If to the Indemnitee, to the address set forth on Annex A hereto.



 


23.           Counterparts. This Agreement may be executed in 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.           Headings. The headings of the sections and 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 or interpretation thereof.


 


25.           Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without
giving effect to the principles of conflicts of laws. 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. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


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blank]



 



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


 





	 	FTAI INFRASTRUCTURE INC.
	 	 
	 	 
	 	Name:
	 	Title:
	 	 
	 	[INDEMNITEE NAME]
	 	 
	 	 



 





[Signature Page to Indemnification Agreement]



 



 










 



ANNEX A


 


[Indemnitee Name]





[Address]





Email: [●]


 


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