SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC and FTAI INFRASTRUCTURE INC. dated as of August 1, 2022Separation and Distribution Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 1, 2022, by and between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (“FTAI”), and FTAI Infrastructure Inc., a Delaware corporation (“FTAI Infrastructure”). FTAI and FTAI Infrastructure are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth or referenced in Section 1.1.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into as of August 1, 2022 (the “Effective Date”), by and between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (“Licensor”), and FTAI Infrastructure Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth or referenced in Section 1.
MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, FTAI FINANCE HOLDCO LTD., and the SUBSIDIARIES that are parties hereto and FIG LLCManagement and Advisory Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
THIS MANAGEMENT AND ADVISORY AGREEMENT, is made as of July 31, 2022 (the “Agreement”) by and among (A) FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, a Delaware limited liability company (the “Company”), (B) FTAI FINANCE HOLDCO LTD., a Cayman Islands exempted company, (C) each Subsidiary (as defined below) listed on Schedule A hereto, (D) each Subsidiary who shall hereafter become a party to this Agreement and executes an Additional Party Signature Page in the form attached hereto as Annex A, and (E) FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
SERVICES AND PROFIT SHARING AGREEMENT dated as of [●], 2022 between [NEWCO], FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLCServices and Profit Sharing Agreement • August 1st, 2022 • Fortress Transportation & Infrastructure Investors LLC • Services-miscellaneous equipment rental & leasing • New York
THIS SERVICES AND PROFIT SHARING AGREEMENT, is made as of [●], 2022 (the “Agreement”) by and among [NEWCO], a Cayman Islands exempted company (the “Company”), Fortress Transportation and Infrastructure Investors LLC (“FTAI LLC”), and Fortress Worldwide Transportation and Infrastructure Master GP LLC, a Delaware limited liability company (together with its permitted assignees, the “GP”, and together with FTAI LLC, as defined below, the “Partners”).
