Common use of Directors’ and Officers’ Indemnification Clause in Contracts

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the "Indemnified Parties") against any and all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including the Transactions, to the same extent as provided in the certificate of incorporation or bylaws of the Company, or any other applicable contract, in effect on the date hereof. (b) For six years from the Effective Time, the Surviving Corporation shall maintain in effect for the benefit of the directors and officers of the Company currently covered by the officers' and directors' liability insurance policies of the Company an insurance and indemnification policy with an insurer with a Standard & Poor's rating of at least A that provides coverage for acts or omissions occurring prior to the Effective Time (the "D&O Insurance") covering each such person on terms with respect to coverage and in amounts no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium currently paid by the Company for such coverage; provided, further, that if the annual premiums for such insurance coverage exceed 300% of such annual premium, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Surviving Corporation may satisfy its obligations under this Section 7.04(b) by purchasing a "tail" policy from an insurer with a Standard & Poor's rating of at least A under the Company's existing directors' and officers' insurance policy, that (i) has an effective term of six years from the Effective Time, (ii) covers each director and officer currently covered by the Company's directors' and officers' insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Effective Time, and (iii) contains terms that are no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement. (c) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification than are set forth in the bylaws certificate of incorporation and bylaws, respectively, of the Company, unless any modification thereof shall be required by Law and then such modification shall be made only to the minimum extent required by such Law, which provisions shall not be amended, repealed or otherwise modified modified, except as provided in this Section 7.04(c), for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Dateany of its Subsidiaries. (cd) BCAC shall cause The provisions of this Section 7.04 are intended to be for the Surviving Corporationbenefit of, for a period of six and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (6e) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior Notwithstanding anything herein to the Effective Timecontrary, if any claim, action, suit, proceeding or investigation (whether asserted or claimed prior toarising before, at or after the Effective Time) is made against any Indemnified Party or any other party covered by directors' and officers' liability insurance, on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this Section 7.04 shall continue in effect on until the date final disposition of this Agreement to indemnify such claim, action, suit, proceeding or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinvestigation. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and If the Surviving CorporationCorporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)in each such case, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of the Surviving Corporation shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.04.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws Following the Closing, the organizational documents of the Surviving Corporation Company, the Company Subsidiaries and SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws their respective organizational documents as of the Companydate hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time Closing Date in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective TimeClosing Date, were directors, officers, employees, fiduciaries or agents of the Company, the Company Subsidiaries or SPAC, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six (6) years after from the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable LawClosing, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective each present and former directors director and officers officer of the Company, the Company Subsidiaries and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACclaim, action, suit, proceeding or its control investigation, whether civil, criminal, administrative or ability to influence BCACinvestigative, and further arising out of or pertaining to matters existing or occurring at or prior to the transactions, actions, and investments contemplated by this Agreement or any Ancillary AgreementsClosing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by under applicable Law and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as of the date hereof (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw and the applicable organizational documents of the Company, the Company Subsidiaries and SPAC, as applicable, as of the date hereof). For the avoidance of doubt, to the extent the foregoing indemnification and advancement obligation arises under applicable Law or this Agreement but not the applicable organizational documents of the Company, the Company Subsidiaries or SPAC, as applicable, the Company shall have no obligation to indemnify or advance expenses to the extent it is determined by final adjudication in the underlying action for which indemnification or advancement of expenses is sought that such individual did not act in good faith or in a manner which the person reasonably believed to be in or not opposed to the best interests of the entity for which such individual is or was serving as a director or officer, or, with respect to any criminal action or proceeding, such individual had no reasonable cause to believe the individual’s conduct was lawful. (b) On the Closing Date, the Company shall (i) enter into customary indemnification agreements reasonably satisfactory to the Company with the directors and officers of the Company, which indemnification agreements shall continue to be effective following the Closing, and (ii) assume all rights and obligations of SPAC under all indemnification agreements then in effect between SPAC and any person who is or was a director or officer of SPAC prior to the Effective Time and that have been made available to the Company prior to the date hereof (provided, that any such indemnification agreements that are entered into following the foregoing date hereof shall not apply be in substantially the same form as such indemnification agreements in effect on the date hereof), which indemnification agreements shall continue to be effective following the Closing. (c) The Company shall on and after the Closing Date, for a period of no less than six (6) years, maintain directors’ and officers’ liability insurance (“D&O Insurance”) with full, continuous prior acts coverage for pre-Closing acts, errors or omissions; and the Company shall purchase and maintain public company D&O Insurance for post-Closing acts, errors, or omissions for as long as it remains a public company. Such coverages shall be in a commercially reasonable amount and with commercially reasonable terms, but in no case in an amount lower or coverage terms narrower than that provided under the Company’s and SPAC’s respective D&O insurance just prior to the intentional misconduct date hereof. (d) Prior to or fraud of Sponsor. Notwithstanding anything herein in connection with the Closing, SPAC or the Company shall purchase a prepaid “tail” policy (a “SPAC Tail Policy”) with respect to the contrary, D&O Insurance covering those persons who are currently covered by SPAC’s directors’ and officers’ liability insurance policy as of immediately prior to the parties expressly acknowledge Closing. The Company shall maintain such SPAC Tail Policy in full force and agree that Sponsor shall be an express third-party beneficiary effect for a period of this Section 7.07no less than six (6) years after the Closing and continue to honor its obligations thereunder.

Directors’ and Officers’ Indemnification. (a) The certificate Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities, including advancement of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnificationexpenses, advancement for acts or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, omissions occurring at or prior to the Merger Effective Time, were directors, officers, employees, fiduciaries or agents Time now existing in favor of the Company, unless such modification shall be required by applicable Law. On and after current or former directors or officers of the Closing Date, for a period of no less than six Company (6the “D&O Indemnified Parties”) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth as provided in the certificate of incorporation or bylaws of BCAC just the Company or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on, and, in the case of any indemnification Contracts, to the extent made available to Parent prior to, the Determination Date) shall survive the Merger and shall continue in full force and effect. For a period of six years from the Merger Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the certificate of incorporation, bylaws of the Company or any indemnification Contract as in effect immediately prior to Closingthe Merger Effective Time with respect to acts or omissions occurring prior to the Merger Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Merger Effective Time, Parent shall guarantee and stand surety for, and shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.03(a). (b) On Prior to the Closing DateMerger Effective Time, each of the Company and BCAC shall, or if the Company is unable to, Parent shall either (x) obtain cause the Surviving Corporation as of or after the Merger Effective Time to, purchase a non-cancelable run-off directors and officers six year prepaid “tail” insurance policy providing coverage thatpolicy, taken as a wholewith terms, is conditions, retentions and limits of liability that are no less favorable to the insured persons than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the Merger Effective Time (including in connection with this Agreement and the Contemplated Transactions), and Parent shall cause such person’s policy as to be maintained in effect on full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation; provided that in no event shall the Company pay, or the Surviving Corporation be required to pay, with respect to such insurance policies, more than 300% of the most recent annual premium paid by the Company prior to the date of this Agreement (the “Maximum Amount”). If the Company or (y) otherwise provide coverage thatthe Surviving Corporation for any reason fail to obtain such “tail” insurance policies prior to, taken as a wholeof or after the Merger Effective Time, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either caseParent shall, for a period of six (6) years after from the Closing DateMerger Effective Time, cause the Surviving Corporation to provide maintain in effect the current policies of directors’ and officers’ liability insurance coverage for events, acts or omissions occurring and fiduciary liability insurance maintained by the Company with respect to matters arising on or prior before the Merger Effective Time; provided that in no event shall the Parent be required to the Closing Date for all persons who were directors or officers pay annual premiums in excess of the Company or BCACMaximum Amount, but in such case shall purchase as applicable, on or prior to much coverage as possible for the Closing DateMaximum Amount. (c) BCAC The covenants contained in this Section 7.03 are intended to be for the benefit of, and shall cause the Surviving Corporationbe enforceable by, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against D&O Indemnified Parties and their respective heirs and shall not be deemed exclusive of any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with other rights to which any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Timesuch Person is entitled, whether asserted or claimed prior to, at or after the Effective Time, pursuant to the fullest extent that the Company would have been permitted under applicable Applicable Law, the Company Organizational Documents contract or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementotherwise. (d) On In the Closing Dateevent that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its assets to any Person, BCAC then, and in each such case, proper provision shall enter into customary indemnification agreements reasonably satisfactory to be made so that the Company with the post-Closing directors and officers successors or assigns of BCAC and Parent or the Surviving Corporation, which indemnification agreements as the case may be, shall continue to be effective following assume the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred obligations set forth in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.077.03.

Directors’ and Officers’ Indemnification. (a) The certificate Company agrees that all rights to exculpation and indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the ancillary agreements and the transactions contemplated hereby and thereby) now existing in favor of the current or former directors or officers (the "INDEMNIFIED PARTIES") of A or B or any of their subsidiaries as provided in its articles of incorporation and bylaws or by-laws or in any agreement in effect as of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement date hereof between A or expense reimbursement than are set forth in the bylaws B or any of their subsidiaries and any of the Company, which provisions Indemnified Parties shall not be amended, repealed or otherwise modified survive the 57 Mergers and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. (6b) For a period of six years from after the Effective Time, the Company shall cause to be maintained in effect the policies of directors' and officers' liability and fiduciary liability insurance maintained by A or B for the benefit of those persons who are covered by such policies at the Effective Time (or the Company may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in any manner that would affect adversely the rights thereunder of individuals whoaggregate, at or no less advantageous to the insured) with respect to matters occurring prior to the Effective Time, were directors, officers, employees, fiduciaries or agents to the extent that such liability insurance can be maintained at a cost to the Company not greater than 150 percent of the Company, unless such modification shall be required by applicable Law. On and after aggregate annual premium for the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors current directors' and officers' liability and fiduciary liability insurance for A and B, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnificationas the case may be, advancement, expense reimbursement, and exculpation, than are as set forth in the certificate of incorporation A Disclosure Schedule or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage B Disclosure Schedule; PROVIDED that, taken as a whole, is no less favorable than under if such person’s policy as in effect on the date of this Agreement insurance cannot be so maintained or (y) otherwise provide coverage that, taken as a whole, is obtained at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Lawcosts, the Company Organizational Documents shall maintain or any indemnification agreement in effect on obtain as much of such insurance as can be so maintained or obtained at a cost equal to 150 percent of the date current annual premiums of this Agreement to indemnify A or exculpate such person (including B, as the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporationcase may be, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinsurance. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, the Buyer shall, and shall cause the Companies and their Subsidiaries to, ensure that all rights to provide insurance coverage for events, acts or omissions occurring on or indemnification and exculpation existing immediately prior to the Closing Date for all persons date hereof in favor of any Person who were directors is now, or officers of has been at any time prior to the Company date hereof or BCAC, as applicable, on or who becomes prior to the Closing Date, an officer, director, employee or agent of the Companies or any of their Subsidiaries as provided in the indemnification agreements to which any of the Companies or any of their Subsidiaries is a party, which indemnification and exculpation provisions are on substantially the same terms as those included in the form of indemnification agreement provided to the Buyer prior to the date hereof, are fulfilled and honored in all respects. (b) For a period of six years from the Closing Date, the Buyer shall cause the Companies and their Subsidiaries to maintain, if available, officers’ and directors’ liability insurance covering the Persons who are presently covered by their officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to the Closing Date, providing coverage not less favorable than provided by such insurance in effect on the date hereof; provided, however, that in no event shall the Companies or their Subsidiaries be obligated to pay annual premiums greater than 200% of such premiums paid or payable as of the date hereof; provided further, that if the annual premium for such coverage and amount of insurance would exceed 200% of such current annual rate, the Companies and their Subsidiaries shall provide the maximum coverage that shall then be available at an annual premium equal to 200% of such rate. The Buyer shall cause the Companies and their Subsidiaries to pay such premiums. (c) BCAC In the event the Buyer, the Companies or any of their respective successors or assigns (i) consolidates with or merges with any other Person and shall cause not be the Surviving Corporationcontinuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all of its properties and assets to any Person, for a period of six (6) years after then and in either such case, the Closing Date, to indemnify Buyer shall make proper provisions so that the successors and hold harmless each present and former director, officer, employee, fiduciaries or agents assigns of the Company against any costs Buyer or expensesthe Companies, judgmentsas the case may be, fines, losses, claims, damages or liabilities incurred shall assume the obligations set forth in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this AgreementSection 5.9. (d) On The provisions of this Section 5.9 shall survive the consummation of the Closing Dateand continue for the periods specified herein. This Section 5.9 is intended to benefit the directors, BCAC shall enter into customary indemnification agreements reasonably satisfactory to officers, employees and agents of the Company with the post-Closing directors Companies and officers of BCAC their Subsidiaries and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. any other Person or entity (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present heirs, successors and former directors and officers against any costs assigns) referenced in this Section 5.9 or expenses indemnified hereunder, each of whom may enforce the provisions of this Section 5.9 (including reasonable attorneys’ feeswhether or not parties to this Agreement), judgments, fines, losses, claims, damages or liabilities incurred . Each of the Persons referenced in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability the immediately preceding sentence are intended to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary beneficiaries of this Section 7.075.9.

Directors’ and Officers’ Indemnification. (a) The certificate Articles of incorporation Incorporation and bylaws the Code of the Surviving Corporation shall Regulations will contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are of expenses and limitation of liability of directors and officers set forth in the bylaws Company’s articles of incorporation and code of regulations in effect as of the Company, which date of this Agreement. These provisions shall may not be amended, repealed or otherwise modified for a period of six (6) years from following the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at who on or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who Time were directors or officers of the Company or BCAC(each a “Covered Person”), as applicable, on or prior unless such modification is required by Law and then only to the Closing Datemaximum extent required by such applicable Law. (cb) BCAC shall cause From the Effective Time through the later of (i) the sixth anniversary of the date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Surviving Corporation, for a period of six (6) years after the Closing Date, to Corporation shall indemnify and hold harmless each present and former directorCovered Person against all claims, officerlosses, employeeliabilities, fiduciaries or agents of the Company against any costs or expensesdamages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including reasonable attorneys’ fees and disbursements, incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, Law and as required by the articles of incorporation or code of regulations of the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (dc) On the Closing Date, BCAC The Surviving Corporation shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Dateprovide, for a period of six (6) years after from the Closing DateEffective Time, BCAC agrees the Covered Persons who are currently covered by an Affiliate of Parent’s director and officer insurance policy in effect on the date of this Agreement with an insurance policy (including by arranging for run-off coverage, if necessary) that provides coverage for events occurring at or prior to the Effective Time that is no less favorable than the existing policy so long as the Surviving Corporation is not required to pay an aggregate premium in excess of two hundred percent (200%) of the last annual premium paid by an affiliate of Parent for such insurance before the date of this Agreement (such two hundred percent (200%) amount being the “Maximum Premium”). If the Surviving Corporation is unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, then the Surviving Corporation shall instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. Notwithstanding the foregoing, in lieu of the arrangements contemplated by this Section 5.9(c), Parent shall be entitled to purchase a “tail” directors’ and officers’ liability insurance policy covering the matters described in this Section 5.9(c), and if it so elects, the obligations under this Section 5.9(c) shall defendbe satisfied so long as Purchaser (or the Surviving Corporation) causes such policy to be maintained in effect for a period of six (6) years following the Effective Time. (d) The covenants contained in this Section 5.9 shall survive the Effective Time, indemnify and hold harmless are intended to be for the Sponsorbenefit of, its affiliatesand shall be enforceable by, each Covered Person and their respective present heirs and former directors legal representatives and officers against shall not be deemed exclusive of any costs other rights to which a Covered Person is entitled, whether pursuant to Law, Contract or expenses otherwise. (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages e) In the event the Surviving Corporation or liabilities incurred in connection any of its successors or assigns (i) consolidates with or merges into any Action by any stockholder other person and shall not be the continuing or surviving corporation or entity of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACsuch consolidation or merger, or (ii) transfers or conveys all or substantially all of its control or ability properties and assets to influence BCACany Person, then, and further arising out of or pertaining to the transactionsin each such case, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of the Surviving Corporation, or at Parent’s option, Parent, shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.075.9.

Directors’ and Officers’ Indemnification. (a) The certificate Bankers shall cause the articles of incorporation and bylaws the by-laws of the Surviving Corporation shall to contain the provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are indemnification and exculpation from liability set forth in the bylaws Company's restated articles of incorporation and by-laws on the Companydate of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) seven years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at who on or prior to the Effective Time, Time were directors, officers, employees, fiduciaries employees or agents of the Company, unless such modification shall be is required by applicable Lawlaw. On Bankers hereby guarantees the payment obligations of the Surviving Corporation arising from the indemnification and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard exculpation provisions referred to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closingpreceding sentence. (b) On Bankers or the Closing Date, each of Surviving Corporation shall maintain the Company Company's existing officers' and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” directors' liability insurance policy providing coverage that, covering claims relating to actions taken as a whole, is no less favorable than under such person’s policy as in effect on or omitted prior to the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, Effective Time for a period of six (6) not less than four years after the Closing Date, to provide insurance Effective Time; provided that Bankers may substitute therefor policies of substantially equivalent coverage for events, acts or omissions occurring on or prior and amounts containing terms no less favorable in the aggregate to the Closing Date for all persons who were former directors or officers of the Company or BCACto which such insurance applies; provided, as applicablefurther, on or prior that in no event shall the Company be required to pay in the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) third and fourth years after the Closing Date, to indemnify Effective Time aggregate premiums for insurance under this Section 5.04(b) in the third and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or fourth years after the Effective Time, to Time in excess of 200% of the fullest extent that aggregate premiums paid by the Company would have been permitted under applicable Law, for the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years second year after the Closing Date, to honor all Effective Time on an annualized basis for such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), purpose; and provided, further, that if Bankers or the foregoing shall not apply Surviving Corporation is unable to obtain the intentional misconduct or fraud amount of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of insurance required by this Section 7.075.04(b) for such aggregate premium, Bankers or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the aggregate premiums paid by the Company for the second year after the Effective Time on an annualized basis for such purpose.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation It is understood and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect agreed that all rights to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursementand exculpation existing in favor of each present and former director, officer and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each employee of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage thator any of the Company Subsidiaries as provided in the Company’s Certificate of Incorporation or Bylaws or the charter or organizational documents of the Company Subsidiaries, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy each case as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against under any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement other agreements in effect on the date of this Agreement (true, correct and complete copies of which have been delivered to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawSprint), will survive the Merger and BCAC shall the Surviving Corporation will, and Sprint will cause the Surviving CorporationCorporation to, (i) continue in full force and effect for a period of at least 6 years from the Effective Time (or, if any relevant claim is asserted or made within such six year period, until final disposition of such claim) such rights to indemnification and (6ii) years after perform, in a timely manner, the Closing DateSurviving Corporation’s obligation with respect thereto. Any claims for indemnification pursuant to such agreements and organizational documents as to which the Surviving Corporation has received written notice before the sixth anniversary of the Effective Time will survive, whether or not those claims will have been finally adjudicated or settled, and no action taken during such period may be deemed to honor all such indemnification agreements diminish the obligations set forth in effect on the date of this AgreementSection 4.9. (db) On The Surviving Corporation will maintain in effect for 6 years from the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory Effective Time the current directors’ and officers’ liability insurance policies applicable to the Company and the Company Subsidiaries (except the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions that are not less favorable) providing coverage with respect to matters occurring before the Effective Time and such policies or endorsements must name as insureds thereunder all present and former directors, officers and employees of the Company and the Company Subsidiaries, except that in no event will the Surviving Corporation be required to expend under this Section 4.9(b) more than an amount per year equal to three hundred percent (300%) of current annual premiums paid by the Company for that insurance. If, but for the proviso to the immediately preceding sentence, the Surviving Corporation would be required to expend more than three hundred percent (300%) of current annual premiums, the Surviving Entity will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to three hundred percent (300%) of current annual premiums. To the extent that a “tail” policy is available that complies with the post-Closing directors foregoing requirements of this Section 4.9(b) with respect to the coverage, terms, and conditions applicable to all present and former directors, officers and employees of BCAC the Company and the Company Subsidiaries, the Surviving Corporation, which indemnification agreements shall continue to be effective following the ClosingCorporation may satisfy its obligation under this Section 4.9(b) by obtaining such policy. (ec) On If the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and after will not be the Closing Datecontinuing or surviving corporation or entity of that consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)in each case, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision will be made so that the foregoing shall not apply to successors and assigns of the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to Surviving Corporation will assume the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.074.9.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation Purchaser and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each person who is now, or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in has been at any manner that would affect adversely the rights thereunder of individuals who, at or time prior to the Effective Time, were directors, officers, employees, fiduciaries date hereof or agents of the Company, unless such modification shall be required by applicable Law. On and after who becomes prior to the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation Date an officer or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each director of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers the “tail” insurance policy providing coverage thatD&O Indemnified Party”), taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy each case as in effect on the date of this Agreement, or pursuant to any other contracts in either caseeffect on the date hereof, for a period of six (6) years after shall be assumed by the Closing DateSurviving Corporation in the Merger, to provide insurance coverage for eventswithout further action, acts or omissions occurring on or prior to at the Closing Date for all persons who were directors and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or officers asserted or any claim made during such period, until the final disposition of the Company such proceeding or BCAC, as applicable, on or prior to the Closing Dateclaim. (cb) BCAC shall cause the Surviving Corporation, for a period of For six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, Purchaser and the Company Organizational Documents Surviving Corporation (the “D&O Indemnifying Parties”) shall indemnify, defend and hold harmless each D&O Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or any indemnification agreement in effect on part out of actions or omissions in their capacity as such occurring at or prior to the date of this Agreement to indemnify or exculpate such person Effective Time (including in connection with the advancing of transactions contemplated by this Agreement), and shall reimburse each D&O Indemnified Party for any legal or other expenses reasonably incurred by such D&O Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as incurred such expenses are incurred, subject to the fullest extent permitted Surviving Corporation’s receipt of an undertaking by such D&O Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law); provided, and BCAC shall cause however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation, for ’s prior written consent (which consent shall not be unreasonably withheld or delayed). (c) The obligations of Purchaser and the Surviving Corporation under this Section 5.12 shall survive the consummation of the Merger and shall not be terminated or modified in such a period manner as to adversely affect any D&O Indemnified Party to whom this Section 5.12 applies without the consent of six such affected D&O Indemnified Party (6) years after it being expressly agreed that the Closing Date, D&O Indemnified Parties to honor all such indemnification agreements in effect on the date whom this Section 5.11 applies shall be third party beneficiaries of this AgreementSection 5.12, each of whom may enforce the provisions of this Section 5.12). (d) On In the Closing Dateevent Purchaser, BCAC the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall enter into customary indemnification agreements reasonably satisfactory not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the Company with the post-Closing directors successors and officers assigns of BCAC and Purchaser or the Surviving Corporation, which indemnification as the case may be, shall assume all of the obligations set forth in this Section 5.12. The agreements and covenants contained herein shall continue not be deemed to be effective following exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Closing. (e) On and after the Closing DateCompany or its officers, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)employees, judgments, fines, losses, claims, damages or liabilities incurred it being understood and agreed that the indemnification provided for in connection with any Action by any stockholder of BCAC who has this Section 5.12 is not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closingin substitution for, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted any such claims under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07any such policies.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause law or under the Surviving Corporation, for a period 's Certificate of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defendIncorporation or Bylaws, indemnify and hold harmless the Sponsorharmless, its affiliates, and their respective each present and former directors and officers director, officer or employee of the Company or any of its subsidiaries (collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Action by claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of such individuals' services as directors, officers or employees of the Company or any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further subsidiaries (x) arising out of or pertaining to the transactions, actions, and investments transactions contemplated by this Agreement or (y) otherwise with respect to any Ancillary Agreements, whether asserted acts or claimed prior to, omissions occurring at or after prior to the ClosingEffective Time, to the fullest same extent permitted as provided in the Company Charter Documents or any applicable Contract as in effect on the date hereof. (b) The Surviving Corporation will maintain, for a period of not less than six years after the Effective Time, the current policies of directors' and officers' liability insurance maintained by applicable Law (including the advancing Company for the Company's directors and officers as of expenses as incurred the date prior to the fullest extent permitted under applicable Lawdate of this Agreement and as of the date hereof directors and officers for events occurring at or prior to the Effective Time (the "D&O INSURANCE"); PROVIDED that the Surviving Corporation may substitute therefor policies that are no less favorable than the existing policy or, and providedif substantially equivalent insurance coverage is unavailable, the best available coverage; PROVIDED, HOWEVER, that the foregoing Surviving Corporation shall not apply be required to pay an annual premium for the intentional misconduct or fraud D&O Insurance in excess of Sponsor. Notwithstanding anything herein 150% of the annual premium currently paid by the Company for such insurance, but in such case shall purchase as much such coverage as possible for such amount. (c) This Section shall survive the consummation of the Merger at the Effective Time, is intended to benefit the contraryCompany, the parties expressly acknowledge Surviving Corporation and agree that Sponsor the Indemnified Parties, shall be an express third-party beneficiary binding on all successors and assigns of this Section 7.07the Surviving Corporation and shall be enforceable by the Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) The certificate Certificate of incorporation Incorporation and bylaws of the Surviving Corporation shall Bylaws will contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are of expenses and limitation of Liability of directors and officers set forth in the Company's certificate of incorporation and bylaws in effect as of the Company, which date of this Agreement. These provisions shall may not be amended, repealed or otherwise modified for a period of six (6) years from following the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at who on or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who Time were directors or officers of the Company or BCAC(each a "Covered Person"), as applicable, on or prior unless such modification is required by Law and then only to the Closing Datemaximum extent required by such applicable Law. (cb) BCAC shall cause From the Effective Time through the later of (i) the sixth anniversary of the date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Surviving Corporation, for a period of six (6) years after the Closing Date, to Corporation shall indemnify and hold harmless each present and former directorCovered Person against all claims, officerlosses, employeeLiabilities, fiduciaries or agents of the Company against any costs or expensesdamages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including reasonable attorneys' fees and disbursements, incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, Law and as required by the certificate of incorporation or bylaws of the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement, including provisions relating to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation. (dc) On the Closing Date, BCAC The Surviving Corporation shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Dateprovide, for a period of not less than six (6) years after the Closing DateEffective Time, BCAC agrees the Covered Persons who are currently covered by the Company's existing director and officer insurance policy with an insurance policy (including by arranging for run-off coverage, if necessary) that provides coverage for events occurring at or prior to the Effective Time that is no less favorable than the existing policy so long as the Surviving Corporation is not required to pay an annual premium in excess of 300% of the last annual premium paid by the Company for such insurance before the date of this Agreement (such 300% amount being the "Maximum Premium"). If Surviving Corporation is unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, then the Surviving Corporation shall instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. Notwithstanding the foregoing, in lieu of the arrangements contemplated by this Section 5.9(c), Parent shall be entitled to purchase a "tail" directors' and officers' liability insurance policy covering the matters described in this Section 5.9(c), and if it so elects, the obligations under this Section 5.9(c) shall defendbe satisfied so long as Purchaser (or the Surviving Corporation) causes such policy to be maintained in effect for a period of six years following the Effective Time. (d) The covenants contained in this Section 5.9 shall survive the Effective Time, indemnify and hold harmless are intended to be for the Sponsorbenefit of, its affiliatesand shall be enforceable by, each Covered Person and their respective present heirs and former directors legal representatives and officers against shall not be deemed exclusive of any costs other rights to which a Covered Person is entitled, whether pursuant to Law, Contract or expenses otherwise. (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages e) In the event the Surviving Corporation or liabilities incurred in connection any of its successors or assigns (i) consolidates with or merges into any Action by any stockholder other person and shall not be the continuing or surviving corporation or entity of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACsuch consolidation or merger, or (ii) transfers or conveys all or substantially all of its control or ability properties and assets to influence BCACany Person, then, and further arising out of or pertaining to the transactionsin each such case, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of the Surviving Corporation, or at Parent's option, Parent, shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.075.9.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were Parent shall cause the Surviving Company and its Subsidiaries to fulfill and honor (and the Parent guarantees that the Surviving Corporation will fulfill and honor) all rights to indemnification or exculpation existing in favor of present and former directors, officers, employees, fiduciaries or and agents of Company or any of its Subsidiaries and all other Persons who may presently serve or have served at Company’s request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (collectively, the Company, unless such modification shall be required by “Indemnified Parties”) in the applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and incorporation, bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each other similar charter documents of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy its Subsidiaries as in effect on the date of this Agreement hereof and in any indemnification agreements with each person who is a current or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts former director or omissions occurring on or prior to the Closing Date for all persons who were directors or officers officer of the Company or BCACits Subsidiaries. (b) During the period commencing on the Effective Time and ending on the sixth anniversary of the Effective Time (the “Coverage Period”), Parent shall, at Parent expense, cause the Surviving Corporation to maintain Company’s existing insurance policies’ indemnification provisions (including with respect to advancement of expenses) as applicable, on or prior of the date hereof with respect to the Closing DateIndemnified Parties with a coverage and scope at least as beneficial as the current liability insurance coverage; provided, however, that Parent and the Surviving Corporation shall not be required to pay annual premiums for such insurance coverage (or for any substitute or “tail” policies) in excess of an amount equal to 250% of the most recently paid annual premium with respect to such insurance (the “Maximum Amount”). In the event any future annual premiums exceed such maximum payment, the Surviving Corporation shall be entitled to reduce the amount of coverage to the amount of coverage that can be obtained for a premium equal to such Maximum Amount. (c) BCAC Parent may obtain (or Parent may cause Surviving Corporation to elect) comparable “tail” coverage with regard to any insurance policies of Company, with the amount of coverage and placement consistent with the level and scope of coverage of the current liability insurance, and such coverage cost shall cause be at Parent’s expense. At or before the Surviving Corporation, for a period of six (6) years after the Closing Effective Date, with respect to indemnify Directors and hold harmless each present Officers liability coverage for Company officers and former directordirectors in place before giving effect to the Merger, officer, employee, fiduciaries Parent may obtain (or agents the Company shall obtain) at Parent’s expense comparable “tail” coverage for the Coverage Period with regard to any directors and officers insurance policies of the Company against any costs or expensesCompany, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out the amount of or pertaining to matters existing or occurring at or prior to coverage and placement consistent with the Effective Time, whether asserted or claimed prior to, at or after scope and coverage of the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementcurrent liability insurance. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers The provisions of BCAC and the Surviving Corporation, which indemnification agreements shall continue this Section 6.5 are intended to be effective following for the Closing. (e) On benefit of, and after shall be enforceable by, each of the Closing DateIndemnified Parties, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatestheir heirs, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07representatives.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any and all costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including the Transactions, to the same extent as provided in the certificate of incorporation or bylaws of the Company in effect on the date hereof. (b) For six years from the Effective Time, the Surviving Corporation shall maintain in effect for the benefit of the directors and officers of the Company currently covered by the officers’ and directors’ liability insurance policies of the Company an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring at or prior to the Effective Time (the “D&O Insurance”) covering each such person on terms with respect to coverage and in amounts no less favorable in the aggregate than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 200% of the annual premium currently paid by the Company for such coverage; provided, further, that if the annual premiums for such insurance coverage exceed 200% of such annual premium, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Surviving Corporation may satisfy its obligations under this Section 7.03(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ insurance policy, that (i) has an effective term of six years from the Effective Time, (ii) covers each director and officer currently covered by the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring at or prior to the Effective Time, and (iii) contains terms that are no less favorable in the aggregate than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement. (c) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification than are set forth in the bylaws certificate of incorporation and bylaws, respectively, of the Company, unless any modification thereof shall be required by Law and then such modification shall be made only to the minimum extent required by such Law, which provisions shall not be amended, repealed or otherwise modified modified, except as provided in this Section 7.03(c), for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Dateany of its Subsidiaries. (cd) BCAC The provisions of this Section 7.03 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement is intended to, shall cause be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 7.03 is not prior to, or in substitution for, any such claims under any such policies. From and after the Effective Time, the Surviving CorporationCorporation shall honor, for a period of six (6) years after the Closing Datein accordance with their terms, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of all indemnification agreements with the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeTime that are applicable to Indemnified Parties. (e) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether asserted or claimed prior toarising before, at or after the Effective Time) is made against any Indemnified Party or any other party covered by directors’ and officers’ liability insurance, on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this Section 7.03 shall continue in effect on until the date final disposition of this Agreement to indemnify such claim, action, suit, proceeding or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinvestigation. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and If the Surviving CorporationCorporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)in each such case, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of the Surviving Corporation shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.03.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation PubCo Charter shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws Company Articles of Association and the CompanyKcompany MAA, as applicable, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective TimeClosing, were directors, officers, employees, fiduciaries or agents of the CompanyCompany or Kcompany, as applicable, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC Kcompany shall either obtain (xat each such party’s sole cost and expense) obtain a non-cancelable run-off directors and officers “tail” insurance policy (providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case), for a period of six (6) years after the Closing Date, Date to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCACKcompany, as applicable, on or prior to the Closing DateDate (the “D&O Tail”). Notwithstanding the foregoing, in no event shall either party be required to expend on the premium of such D&O Tail more than $1,011,000 (the “Premium Cap”). If such minimum coverage under any such D&O Tail is or becomes unavailable at the Premium Cap, then any such D&O Tail shall contain the maximum coverage available at the Premium Cap. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Kcompany with the post-Closing directors and officers of BCAC and the Surviving CorporationPubCo, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all written indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any Person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “D&O Indemnitees”). In addition, from and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation shall and its Subsidiaries to contain provisions no less favorable with respect to indemnification, exculpation and the advancement or expense reimbursement than of expenses that are set forth at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the CompanyCompany and its Subsidiaries as of the date hereof, which and such provisions shall not be amendedrepealed, repealed amended or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be except as required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Without limiting the Closing Date, each generality of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage thatprovisions of Section 4.10(a), taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to from the Effective Time, whether asserted or claimed prior to, at or after Time until the sixth anniversary of the Effective Time, to the fullest extent that the Company would have been permitted under by applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC Parent shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, Corporation and its Subsidiaries to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, each D&O Indemnitee from and their respective present and former directors and officers against any costs or costs, fees and expenses (including reasonable attorneys’ feesfees and investigation expenses), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACclaim, proceeding, investigation or its control inquiry, whether civil, criminal, administrative or ability investigative, to influence BCACthe extent such claim, and further arising proceeding, investigation or inquiry arises directly or indirectly out of or pertaining pertains directly or indirectly to (i) any action or omission or alleged action or omission in such D&O Indemnitee’s capacity as a director, officer, employee or agent of the transactionsCompany or any of its Subsidiaries or other Affiliates prior to or at the Effective Time, actions, and investments or (ii) any of the transactions contemplated by this Agreement or any Ancillary AgreementsAgreement. In addition, whether asserted or claimed prior to, at or from and after the ClosingEffective Time, to the fullest extent permitted by applicable Law Law, Parent shall cause the Surviving Corporation and its Subsidiaries to advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an D&O Indemnitee therefor, all costs, fees and expenses (including the advancing reasonable attorneys’ fees and investigation expenses) incurred by such D&O Indemnitee in connection with any such claim, proceeding, investigation or inquiry upon receipt of expenses as incurred an undertaking by such D&O Indemnitee to the fullest extent permitted under applicable Law)repay such advances if it is ultimately decided in a final, and provided, non-appealable judgment by a court of competent jurisdiction that the foregoing shall such D&O Indemnitee is not apply entitled to the intentional misconduct or fraud of Sponsorindemnification. Notwithstanding anything herein to the contrarycontrary set forth in this Section 4.10(b) or elsewhere in this Agreement, neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an D&O Indemnitee under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all D&O Indemnitees from all liability arising out of such claim, proceeding, investigation or inquiry. (c) Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company shall purchase a six-year “tail” prepaid policy on the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”). Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder for so long as such “tail” policy shall be maintained in full force and effect. (d) If Parent or the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 4.10. (e) The obligations set forth in this Section 4.10 shall not be terminated, amended or otherwise modified in any manner that adversely affects any D&O Indemnitee (or any other Person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 4.10(c) (and their heirs and representatives)) (each such Person a “D&O Insurance Beneficiary”) without the prior written consent of such affected D&O Insurance Beneficiary. Each of the D&O Insurance Beneficiaries are intended to be third party beneficiaries of this Section 4.10, with full rights of enforcement as if a party thereto. The rights of the D&O Insurance Beneficiaries under this Section 4.10 shall be in addition to, and not in substitution for, any other rights that such D&O Insurance Beneficiaries may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity). (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 4.10 is not prior to or in substitution for any such claims under such policies. (g) To the extent any D&O Insurance Beneficiary is entitled to indemnification or advancement of expenses provided by any Securityholder (or any Affiliate of such Securityholder), the parties expressly acknowledge and agree that Sponsor the Surviving Corporation shall be an express third-party beneficiary the indemnitor of first resort, responsible for all such indemnification or advancement of expenses, without regard to any right to indemnification or advancement of expenses that any such D&O Insurance Beneficiary may have from any Securityholder (or any Affiliate of such Securityholder). The possibility that any D&O Insurance Beneficiary may receive indemnification payments or advancement of expenses from any Securityholder (or any Affiliate of such Securityholder) is not intended to relieve the Surviving Corporation from any liability that it would otherwise have to make indemnification payments or advance expenses to such D&O Insurance Beneficiary under this Section 7.074.10. (h) Notwithstanding anything to the contrary herein, Parent shall not be obligated to assume the indemnification or any other obligations of the Surviving Corporation or make any payments for which the Surviving Corporation is responsible, including the advancement of expenses.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation Parent agrees that, commencing at and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to and after the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to it will indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company (acting in such capacity) and each present and former director and officer of any Company Subsidiary who is or was serving in such capacity at the request of the Company, in each case determined as of the Effective Time, against any costs or expensesexpenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person by Law (including the advancing of and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Delaware law and the Company’s certificate of incorporation and by-laws shall be made by independent counsel (in accordance with Section 145(d) of the DGCL) agreed to by the director or officer and by the Parent. (b) Unless the Company has prior to the Closing obtained one or more “tail” insurance policies described in the following sentence, the Surviving Corporation shall, and BCAC Parent shall cause the Surviving CorporationCorporation to, maintain in effect for a six years from the Effective Time the current directors’ and officers’ liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor policies with coverage no less advantageous to the insured than the policies in place immediately prior to the Effective Time) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.05(b) more than $1,600,000 per year, but if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be required to spend up to $1,600,000 per year for such insurance to acquire as much insurance as may be obtained. The provisions of this Section 6.05(b) shall be deemed to have been satisfied if the Company shall have obtained prepaid policies prior to the Closing, which policies provide such directors and officers with coverage no less advantageous to the insured than the policies in place immediately prior to the Effective Time for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time (6) years after including those related to this Agreement and the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementtransactions contemplated hereby). (dc) On In the Closing Dateevent that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, BCAC then, and in each such case, proper provision shall enter into customary indemnification agreements reasonably satisfactory to be made so that the Company with the post-Closing directors successors and officers assigns of BCAC and Parent or the Surviving Corporation, which indemnification agreements shall continue to be effective following as the Closing. (e) On and after case may be, or, in the Closing Date, for a period case of six (6) years after successors of the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior toSurviving Corporation, at or after Parent’s option, Parent, shall assume the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.076.05.

Directors’ and Officers’ Indemnification. (a) For a period six (6) years from and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company under any indemnification agreements between the Company and its directors and officers in effect immediately prior to the Effective Time (the "Company Indemnified Parties") and any --------------------------- indemnification provisions under the Company Charter Documents as in effect on the date hereof to the maximum extent permitted by applicable law. The certificate Certificate of incorporation and bylaws Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than exculpation and indemnification that are set forth at least as favorable to the Company Indemnified Parties as those contained in the bylaws of Company Charter Documents as in effect on the Companydate hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at or immediately prior to the Effective Time, were directors, officers, employees, fiduciaries employees or agents of the Company, unless such modification shall be is required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closinglaw. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six (6) years from and after the Closing DateEffective Time, Parent shall cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy in an amount and on terms no less advantageous, when taken as a whole, to provide those applicable to the current directors and officers of the Company; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend an annual premium for such coverage in excess of 150% of the annual premium currently paid by the Company under its directors' and officer's liability insurance policy in effect as of the date hereof, and if the cost for such coverage is in excess of such amount, the Surviving Corporation shall only be required to maintain such coverage as is available for eventssuch amount; and provided further, acts however, that notwithstanding the foregoing, Parent may fulfill its obligations under this Section 6.13(b) by purchasing a policy of --------------- directors' and officers' insurance approved in advance by the Company, or a "tail" policy under the Company's existing directors' and officers' insurance policy, in either case which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by the Company's directors' and officers' insurance policy in effect as of the date hereof and only for actions and omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to(iii) contains terms and conditions (including, at or after the Effective Timewithout limitation, coverage amounts) that are no less advantageous, when taken as a whole, to the fullest extent that the Company would have been permitted under those applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing current directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the ClosingCompany. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless all past and present officers and directors of the Company (the "COVERED PARTIES") to the same extent and in the same manner and subject to the same limits as such persons are indemnified as of the date of this Agreement by the Company pursuant to the DGCL, the Company's Certificate of Incorporation or the Company's By-Laws for acts or omissions occurring at or prior to the Effective Time. (b) The certificate Certificate of incorporation Incorporation and bylaws By-laws of the Surviving Corporation shall contain contain, and Parent shall cause the Certificate of Incorporation and By-laws of the Surviving Corporation to contain, provisions no less favorable with respect to indemnification, advancement or expense reimbursement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth in the bylaws Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of the Company. (c) The Surviving Corporation shall use its reasonable best efforts to provide, which provisions and Parent shall not be amendedcause the Surviving Corporation to use its reasonable best efforts to provide, repealed or otherwise modified for a period of six (6) not less than 6 years from the Effective Time, one or more policies of directors' and officers' liability insurance that provide(s) coverage for events occurring prior to the Effective Time (the "D&O INSURANCE") that is/are substantially similar to the Company's existing policy or, if substantially equivalent insurance coverage is unavailable, the most similar available coverage; provided, however, that in no event shall the Surviving Corporation be required to pay an annual premium for the D&O Insurance in excess of 150% of the last annual premium paid prior to the date hereof (the "MAXIMUM PREMIUM"). If the Company's existing insurance expires, is terminated or canceled during such six-year period or exceeds the Maximum Premium, the Surviving Corporation shall obtain, and Parent shall cause the Surviving Corporation to obtain, as much directors' and officers' liability insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous to the Covered Parties than the Company's existing directors' and officers' liability insurance. (d) In addition to the indemnification and advancement of expenses provisions set forth herein, in the event that (i) the indemnification or advancement of expenses to be provided by the Surviving Corporation in accordance with Section 7.11(a) or 7.11(b) above, together with the D&O Insurance to be maintained by the Surviving Corporation in accordance with Section 7.11(c) above, after each is fully exhausted, is not adequate to fully indemnify or provide advancement of expenses to any Covered Party to the same extent and in the same manner that such indemnification or advancement of expenses would affect adversely have been required to be provided by the rights thereunder of individuals who, at or Company prior to the Effective Time, were directors, officers, employees, fiduciaries or agents and (ii) there has been a diminution of the Company, unless such modification shall be required by applicable Law. On and after net book value of the Closing Date, for a period Surviving Corporation from the net book value of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth the Company as reflected on the balance sheet included in the certificate Last Company SEC Report, then Parent shall indemnify such Covered Party to the extent of incorporation or bylaws of BCAC just prior to Closingsuch diminution. (be) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior Notwithstanding anything herein to the Closing Date for all persons who were directors contrary, if any claim, action, suit, proceeding or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. investigation (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior tobefore, at or after the Effective Time) is made against any Covered Party, on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this Section 7.11 shall continue in effect on until the date final disposition of this Agreement to indemnify such claim, action, suit, proceeding or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinvestigation. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue The covenants contained in this Section are intended to be effective following for the Closingbenefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (eg) On In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and after shall not be the Closing Datecontinuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and in each such case, proper provision shall be made so that the successors or assigns of Parent, the Surviving Corporation or any of their respective present and former directors and officers against any costs successors or expenses (including reasonable attorneys’ fees)assigns, judgmentsas the case may be, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining shall succeed to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.11.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of each of the Surviving Corporation and the SPAC shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the certificate of incorporation and bylaws of the CompanyCompany or the SPAC, as applicable, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany or the SPAC, as applicable, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC the SPAC shall either obtain (xat the Company’s sole cost and expense) obtain a non-cancelable run-off directors directors’ and officers officers’ “tail” insurance policy (providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement Agreement) or (y) otherwise provide other directors’ and officers’ insurance coverage that, taken as a whole, that is at least as favorable than acceptable to such personparty’s policy as in effect on the date board of this Agreement, in either casedirectors, for a period of six (6) years after the Closing Date, Date to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCACthe SPAC, as applicable, on or prior to the Closing Date; provided, that the cost of the insurance policy obtained by the SPAC (the “SPAC D&O Tail Policy”) with respect to the SPAC’s directors and officers shall not exceed, in the aggregate, more than 250% of the last aggregate annual premium paid by the SPAC prior to the date hereof for the SPAC’s current directors’ and officers’ insurance policy (the “SPAC D&O Policy Cap”), and if the cost of the SPAC D&O Tail Policy would otherwise exceed the SPAC D&O Policy Cap, the SPAC shall obtain as much coverage as reasonably practicable to obtain for an aggregate cost not to exceed the amount of the SPAC D&O Policy Cap. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC the SPAC shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and the SPAC with the post-Closing directors and officers of BCAC the SPAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of after the Effective Time, OIS will cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnificationfulfill and honor, advancement or expense reimbursement than are set forth subject to any limitations under applicable law, in all respects the obligations of MediVision pursuant to the indemnification agreements in the bylaws of form provided in Exhibit L (the Company, which provisions “New Indemnification Letters”) as shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or effect prior to the Effective Time, were directorswhich New Indemnification Letters shall be entered into between MediVision and its current and former directors and officers (the “Indemnified Parties”), officers, employees, fiduciaries or agents subject to and immediately after the adoption by the general meeting of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period shareholders of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions MediVision of BCAC directors and officers, maintain a certificate Merger Sub’s Articles of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to ClosingAssociation. (b) On OIS, from and after the Closing DateEffective Time and for a period of seven years following the Effective Time, each undertakes to cause the Surviving Corporation to fulfill and honor in all respects such undertakings of MediVision pursuant to the New Indemnification Letters. (c) OIS shall cause the Surviving Corporation to and the Surviving Corporation shall maintain a policy or policies of officers’ and directors’ liability insurance for acts and omissions occurring prior to the Effective Time (“D&O Insurance”) with coverage in amount and scope at least as favorable as MediVision’s existing directors’ and officers’ liability insurance coverage for a period of seven years after the Effective Time; provided, however, that, if the existing D&O Insurance expires, is terminated or cancelled, or if the annual premium therefor is increased to an amount in excess of 150% of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on last annual premium paid prior to the date of this Agreement or (ysuch amount, as stated in Section 6.15(c) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCACMediVision Disclosure Letter, as applicablethe “Current Premium”), on or prior to the Closing Date. (c) BCAC then in each case during such seven-year period OIS shall and shall cause the Surviving Corporation, Corporation to use commercially reasonable efforts to obtain D&O Insurance in such amount and scope as can be obtained for the remainder of such period for a period premium not in excess (on an annualized basis) of six 150% of the Current Premium. OIS shall be responsible for payment of the annual premium for the D&O Insurance Policy. OIS shall have the sole right to select the provider of the D&O Insurance Policy. (6d) OIS shall cause the D&O Insurance maintained by OIS for its officers and directors to be extended to cover those individuals who were officers or directors of MediVision as of the date hereof; provided, that such coverage shall provide substantially similar protections as the current OIS officers and directors are entitled to. (e) Following the Merger, OIS shall and shall cause the Surviving Corporation to keep in effect for seven years after the Closing Date, to indemnify Effective Time all provisions in the Surviving Corporation’s memorandum of association and hold harmless each present articles of association that provide for exculpation of director and former director, officer, employee, fiduciaries or agents officer liability and indemnification (and advancement of expenses related thereto) of the Company against past and present officers and directors of MediVision at least to the extent that are presently indemnified by MediVision and any costs such provisions shall not be amended except as either required by applicable Law or expenses, judgments, fines, losses, claims, damages to make changes permitted by Law that would not adversely effect the rights of past or liabilities incurred in connection with any Action arising out present officers and directors to indemnification and advancement of or pertaining to matters existing or occurring at or expenses for occurrences prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and If OIS and/or the Surviving CorporationCompany and/or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, which indemnification agreements corporation or other entity, then and in each such case, proper provisions shall continue be made so that such successors and assigns shall assume all of the obligations set forth in this Section 6.15. The provisions of this Section are intended to be effective following for the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesbenefit of, and shall be enforceable by, each of the Indemnified Parties, their respective present heirs and former directors and officers against their representatives, notwithstanding any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred release executed by any Indemnified Party in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising his or her departure from Sponsor’s ownership of equity securities of BCAC, MediVision or its control or ability to influence BCAC, and further arising out Subsidiaries unless a release of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary provisions of this Section 7.07is specifically provided for in such release.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in the charter or bylaws of the CompanyNGA, which provisions shall not thereafter be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyNGA, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC The Surviving Corporation shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving CorporationCompany to, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company NGA against any costs or expensesexpenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company NGA would have been permitted under applicable Law, the Company Organizational Documents NGA Certificate of Incorporation or the bylaws of NGA, or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for . (b) For a period of six (6) years after from the Closing DateEffective Time, the Company shall cause to honor all such indemnification agreements be maintained in effect on directors’ and officers’ liability insurance (“D&O Insurance”) covering those persons who, immediately prior to the Effective Time, are covered by NGA’s directors’ and officers’ liability insurance policy in effect as of the date hereof (true, correct and complete copies of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory which have been heretofore made available to the Company or its agents or Representatives) (the “NGA D&O Insurance”) on terms not less favorable than the terms of such NGA D&O Insurance coverage, and from an insurance carrier with the post-Closing directors and officers same or better credit rating as the current NGA D&O Insurance carrier, except that in no event shall the Company be required to pay an annual premium for such insurance in excess of BCAC and 300% of the Surviving Corporationaggregate annual premium payable by NGA for such insurance policy for the year ended December 31, which indemnification agreements 2020 (the “Maximum Annual Premium”). If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then the Company shall continue to be effective following obtain a policy with the Closing. (e) On and after the Closing Date, greatest coverage available for a period of six (6) years after cost not exceeding the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless Maximum Annual Premium from an insurance carrier with the Sponsor, its affiliates, and their respective present and former directors and officers against any costs same or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to better credit rating as the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07current NGA D&O Insurance carrier.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On From and after the Closing DateClosing, for a period of no less than six (6) years, BCAC the Company shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation Parent and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of Intermediate Corp shall cause the Company to, indemnify and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on hold harmless the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is individuals who at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or any time prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to any of its Subsidiaries (the Closing Date. (c“Indemnified D&O Parties”) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, actions or its control omissions occurring at or ability to influence BCAC, and further arising out of or pertaining prior to the transactions, actions, Closing as provided in the bylaws of the Company and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, organizational documents of each of its Subsidiaries (in each case as in effect on the date hereof) to the fullest extent permitted by applicable Law (including Law, and the advancing of Company shall, and Parent and Intermediate Corp shall cause the Company to, promptly advance expenses as incurred to the fullest extent permitted under applicable by Law). (b) Immediately prior to the Closing the Company shall purchase, as a Company Transaction Expense, a “tail” insurance policy (the “Tail Policy”) of directors’ and officers’ liability insurance and fiduciary liability insurance with coverage substantially similar to the coverage historically maintained by the Company and its Subsidiaries for the Indemnified D&O Parties and any other employees, agents or other individuals] (collectively, the “Insured Parties”) otherwise covered by such insurance policies at any time prior to the Closing (the “Existing D&O Policies”) with respect to matters occurring at or prior to the Closing (including the transactions contemplated hereby) for a period of not less than six (6) years from the Closing (and without any gap in coverage) and provide written evidence to the board of directors of the Company prior to the Closing reasonably satisfactory to it that such Tail Policy will be in effect immediately after the Closing. The Company shall, and providedParent and Intermediate Corp shall cause the Company to, maintain in effect the Tail Policy for not less than six (6) years from the Closing. (c) This Section 6.8 is intended to benefit the Insured Parties and the Indemnified D&O Parties, and shall be binding on all successors and assigns of Parent, Intermediate Corp and the Company. (d) In the event that the foregoing Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not apply be the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys a majority of its properties and assets to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contraryany Person, the parties expressly acknowledge then, and agree that Sponsor in each such case, proper provision shall be an express third-party beneficiary made so that the successors, assigns and transferees of the Company or its respective successors or assigns, as the case may be, assume the obligations set forth in this Section 7.076.8.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC Company agrees that it shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving CorporationCorporation to, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents officer and employee of the Company Pubco and its Subsidiaries against any costs or expensesexpenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the Company case may be, would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement Law and their applicable certificate of incorporation and bylaws in effect on the date of this Agreement hereof to indemnify or exculpate such person Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable such certificate of incorporation and bylaws). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiaries, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) Pubco shall procure (i) a prepaid, non-cancelable six-year “tail” policy commencing on the Closing Date (the “Run-Off Policy”) containing terms not less favorable than the terms of directors’ and officers’ liability insurance covering those Persons who are currently covered by the directors’ and officers’ liability insurance policies of Pubco or any of its Subsidiaries with respect to matters existing or occurring at or prior to the Effective Time or (ii) an endorsement under Pubco’s existing directors’ and officers’ liability insurance policy to provide such coverage. If any claim is asserted or made within such six-year period, then any insurance required to be maintained under this Section 7.05 shall be continued by the Surviving Company (or its successors and assigns under Section 7.05(c)) in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.05 shall survive the consummation of the transactions contemplated hereby and shall be binding, jointly and severally, on all successors and assigns of the Company and the Surviving Corporation and are intended to be for the benefit of, and BCAC will be enforceable by, each present and former director and officer of any Company Entity and his or her heirs and Representatives. In the event that the Company or the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall cause not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, for a period of six (6) years after as the Closing Datecase may be, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory succeed to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred obligations set forth in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.077.05.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from following the Effective Time Time, Parent shall, and Parent shall cause the Surviving Corporation or its successor to fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or exculpation existing in favor of, and all limitations on the personal liability of, any manner that would affect adversely Person who is now, or has been at any time prior to the rights thereunder of individuals whodate hereof, at or who becomes prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries fiduciary or agents agent of the Company against or any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after Subsidiaries under the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Charter Documents or in any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on as of the date hereof and set forth in Section 5.9 of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, Disclosure Schedule to the fullest extent permitted by applicable Law Legal Requirements (including each, a “D&O Indemnified Party” and collectively, the advancing “D&O Indemnified Parties”). Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of expenses the Surviving Corporation for any specified period following the Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made as incurred of the date hereof by any director or officer of the Company. (b) Prior to the fullest extent permitted Effective Time, the Company shall purchase (and pay in full all premiums on) an extended reporting period endorsement under applicable Law)the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the insured Persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company and any premiums with respect to such policy shall be Third Party Expenses hereunder. After the Effective Time, Parent and the Surviving Corporation shall maintain such policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that Parent and the foregoing Surviving Corporation shall not apply have no obligation to the intentional misconduct pay premiums or fraud of Sponsor. any other amounts with respect to such policy. (c) Notwithstanding anything herein in this Agreement to the contrary, the parties obligations under this Section 5.9 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.9 applies without the consent of such affected D&O Indemnified Party (it being expressly acknowledge and agree agreed that Sponsor the D&O Indemnified Parties to whom this Section 5.9 applies shall be an express third-third party beneficiary beneficiaries of this Section 7.075.9 and shall be entitled to enforce the covenants contained herein). (d) In the event that, following the Effective Time Surviving Corporation, Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person or (iii) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the extent necessary, proper provision shall be made so that either the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.9.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation Purchaser and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each person who is now, or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in has been at any manner that would affect adversely the rights thereunder of individuals who, at or time prior to the Effective Time, were directors, officers, employees, fiduciaries date hereof or agents of the Company, unless such modification shall be required by applicable Law. On and after who becomes prior to the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation Date an officer or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each director of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage thatthe "D&O Indemnified Party"), taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy each case as in effect on the date of this Agreement, or pursuant to any other contracts in either caseeffect on the date hereof, for a period of six (6) years after shall be assumed by the Closing DateSurviving Corporation in the Merger, to provide insurance coverage for eventswithout further action, acts or omissions occurring on or prior to at the Closing Date for all persons who were directors and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or officers asserted or any claim made during such period, until the final disposition of the Company such proceeding or BCAC, as applicable, on or prior to the Closing Dateclaim. (cb) BCAC shall cause the Surviving Corporation, for a period of For six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, Purchaser and the Company Organizational Documents Surviving Corporation (the "D&O Indemnifying Parties") shall indemnify, defend and hold harmless each D&O Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or any indemnification agreement in effect on part out of actions or omissions in their capacity as such occurring at or prior to the date of this Agreement to indemnify or exculpate such person Effective Time (including in connection with the advancing of transactions contemplated by this Agreement), and shall reimburse each D&O Indemnified Party for any legal or other expenses reasonably incurred by such D&O Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as incurred such expenses are incurred, subject to the fullest extent permitted Surviving Corporation's receipt of an undertaking by such D&O Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law); provided, and BCAC shall cause however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation, for 's prior written consent (which consent shall not be unreasonably withheld or delayed). (c) The obligations of Purchaser and the Surviving Corporation under this Section 5.12 shall survive the consummation of the Merger and shall not be terminated or modified in such a period manner as to adversely affect any D&O Indemnified Party to whom this Section 5.12applies without the consent of six such affected D&O Indemnified Party (6) years after it being expressly agreed that the Closing Date, D&O Indemnified Parties to honor all such indemnification agreements in effect on the date whom this Section 5.11 applies shall be third party beneficiaries of this AgreementSection 5.12, each of whom may enforce the provisions of this Section 5.12). (d) On In the Closing Dateevent Purchaser, BCAC the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall enter into customary indemnification agreements reasonably satisfactory not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the Company with the post-Closing directors successors and officers assigns of BCAC and Purchaser or the Surviving Corporation, which indemnification as the case may be, shall assume all of the obligations set forth in this Section 5.12. The agreements and covenants contained herein shall continue not be deemed to be effective following exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors' and officers' insurance claims under any policy that is or has been in existence with respect to the Closing. (e) On and after the Closing DateCompany or its officers, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)employees, judgments, fines, losses, claims, damages or liabilities incurred it being understood and agreed that the indemnification provided for in connection with any Action by any stockholder of BCAC who has this Section 5.12 is not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closingin substitution for, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted any such claims under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07any such policies.

Directors’ and Officers’ Indemnification. (a) The certificate Acquiror shall, and shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of incorporation the Original Agreement or who becomes prior to the Closing Date, an officer or director of the Company or any of its Subsidiaries (the “D&O Indemnified Parties”) against any and bylaws all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (the “D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or relating to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and the Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party, provided that the person to whom expenses are advanced provides an undertaking to repay such advances (x) to the extent required by applicable Law or (y) if it is ultimately determined by a court of competent jurisdiction, after all appeals have been extinguished, that such person is not entitled to indemnification hereunder). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to the Acquiror, and the Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefor are received and (ii) the Acquiror, the Surviving Corporation, its Subsidiaries and each D&O Indemnified Party will use all reasonable efforts to assist in the vigorous defense of any such matter; provided that none of the Surviving Corporation Corporation, any of its Subsidiaries or the Acquiror shall contain be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.12 shall notify the Acquiror upon learning of any such claim, action, suit, proceeding or investigation (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 5.12 except to the extent such failure prejudices such party). The Parties agree that all rights to indemnification hereunder, including provisions no less favorable relating to advances of expenses incurred in defense of any such action or suit, existing in favor of the D&O Indemnified Parties with respect to indemnificationmatters occurring through the Closing Date shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, advancement however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities. (b) The Company shall, on or before the Closing Date, arrange for and pay the expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified a non-cancellable “tail” coverage insurance policy for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of Closing Date under the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors ’s current directors’ and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. ’ liability insurance policies (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no not less favorable than under that provided by such person’s policy as insurance in effect on the date of this Agreement or (ythe Original Agreement) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time; provided, whether asserted or claimed prior tohowever, at or after the Effective Time, to the fullest extent that the cost of such coverage shall not be deemed a Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, Transaction Expense for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date purposes of this Agreement. (dc) On The Acquiror covenants, for itself and its successors and assigns, that (except for fraud claims) it and they shall not institute any action or proceeding in any court or before any administrative agency or before any other tribunal against any of the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing current directors and officers of BCAC the Company and its Subsidiaries (including, but not limited to, those officers listed on Schedule 1.1 of the Surviving CorporationDisclosure Schedules), which indemnification agreements shall continue in their capacity as such, with respect to be effective following any liabilities, actions or causes of action, judgments, claims or demands of any nature or description (consequential, compensatory, punitive or otherwise), in each such case to the Closingextent resulting from their approval or negotiation of this Agreement or the transactions contemplated hereby (including, but not limited to, the structure of such transactions). (ed) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing The Surviving Corporation shall not apply take any action directly or indirectly to disaffirm or adversely affect the intentional misconduct or fraud provisions of Sponsor. Notwithstanding anything herein the Certificate of Incorporation and Bylaws and any other written agreements of the Company and its Subsidiaries that provide indemnification of and expense reimbursement to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07D&O Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation Buyer, from and bylaws after the Closing Date, shall cause the organizational documents of the Surviving Corporation shall Companies to contain provisions no less favorable to the past and existing directors and officers of the Companies (the “D&O Indemnified Persons”) with respect to indemnificationlimitation of certain liabilities of directors, advancement or expense reimbursement officers, employees and agents and indemnification than are set forth as of the date of this Agreement in the bylaws organizational documents of the CompanyCompanies, which provisions in each case shall not be amended, repealed or otherwise modified for a period of six (6) years from commencing on the Effective Time Closing Date in any a manner that would adversely affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to ClosingD&O Indemnified Persons. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior Notwithstanding any time limit herein to the Closing Date for all persons who were directors contrary, if any claim, action, proceeding or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. investigation (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action whether arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior tobefore, at or after the Closing) is made against any D&O Indemnified Person, to the fullest extent permitted covered by applicable Law (including the advancing of expenses as incurred D&O Coverage prior to the fullest extent permitted under applicable Law)Closing (collectively, and provided, that the foregoing shall not apply “D&O Claims”) on or prior to the intentional misconduct or fraud sixth (6th) anniversary of Sponsor. Notwithstanding anything herein to the contraryClosing, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary provisions of this Section 7.075.3 (without regard to any such time limit) shall continue in effect until the final disposition of such D&O Claims. (c) This Section 5.3 shall survive the Closing, is intended to benefit the Companies and the D&O Indemnified Persons and shall be enforceable by the D&O Indemnified Persons. (d) Until the sixth (6th) anniversary of the Closing (the “D&O Expiration Date”), the Sellers shall and shall cause any applicable Subsidiaries thereof to (i) maintain any insurance coverage of the Sellers or such Subsidiaries existing as of the Closing providing coverage for D&O Claims (the “D&O Coverage”) for any coverage for D&O Claims occurring prior to the Closing, (ii) remain responsible for fulfilling all financial obligations related to the D&O Coverage, including, without limitation, the payment of all deductibles, costs of recovery, and other costs required to be paid, or incurred, with respect to any claims under any D&O Coverage relating to any such D&O Claims which occurred prior to the Closing, and (iii) to notify insurers under such D&O Coverage of any claims related to any such D&O Claims which occurred prior to the Closing and to use commercially reasonable efforts to administer such claims and deliver to the Companies the proceeds related to any such claims through the D&O Expiration Date.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation To the fullest extent permissible under applicable Law, from and bylaws after the Closing Date, the applicable Purchasers shall cause the Target Companies to honor and fulfill in all respects the obligations of the Surviving Corporation shall contain provisions no less favorable Target Companies, under the Organizational Documents of the Target Companies in effect on the Effective Date to the individuals covered by such Organizational Documents (the “Covered Persons”) with respect to indemnification, all rights to indemnification and exculpation (including the advancement of expenses) from Liabilities for acts or expense reimbursement than are set forth omissions occurring at or prior to the Closing Date as provided in the bylaws Organizational Documents of the Company, which provisions shall not be amended, repealed or otherwise modified for Target Companies as in effect on the date hereof. For a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period except as otherwise required by Law, the applicable Purchasers shall cause the Organizational Documents of no less than six (6) yearseach Target Company to, BCAC shalland will not take any action to cause the Organizational Documents of each Target Company not to, with regard to pre-Closing actscontain provisions relating to the exculpation, errors, omissions indemnification or advancement of BCAC directors and officers, maintain a certificate expenses of incorporation and bylaws with provisions any Covered Person that are no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, such Covered Persons than are set forth those contained in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each Organizational Documents of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy Target Companies as in effect on the date of this Agreement or (y) otherwise provide coverage Effective Date; provided, that, taken as a wholeany Covered Person shall be entitled to exculpation, is at least as favorable than indemnification and advancement of expenses to the fullest extent permitted by applicable Law for any acts or omissions that occurred on or prior to the Closing Date, notwithstanding the terms of indemnification and expense reimbursement applicable to such person’s policy as Covered Persons that were in effect on at the date time of this Agreement, the act or omission in either casequestion. In addition, for a period of six (6) years after the Closing Date, to provide insurance coverage for eventsthe applicable Purchasers shall not, acts and shall not permit any of its Subsidiaries to, amend, repeal or omissions occurring on or prior modify any provision in the Target Companies’ Organizational Documents relating to the Closing Date for all persons who were directors exculpation, indemnification or officers advancement of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period expenses of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person Covered Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments provisions contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, immediately preceding sentence) unless required to the fullest extent permitted do so by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate BPFH agrees to indemnify current and former directors or officers of FSB to the same extent that such directors or officers are entitled to indemnification as of the date of this Agreement under FSB's articles of incorporation and/or by-laws and bylaws of to the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified full extent permitted under applicable law for a period of six four (64) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth PROVIDED THAT in the certificate event that any claim is asserted or made by such current or former director or officer within such four-year period, the right to indemnification in respect of incorporation or bylaws such claim shall continue until the disposition of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date claim. The provisions of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on Section 6.06 are specifically for the date benefit of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective those present and former directors and officers against any costs or expenses entitled to indemnification as of the date of this Agreement under FSB's articles of incorporation and/or by-laws. (b) BPFH shall maintain FSB's (including reasonable attorneys’ fees)FSB Bank's and Subsidiaries') existing directors' and officers' liability insurance (the "D&O Insurance") covering persons who are currently covered by FSB's D&O Insurance for a period of four (4) years after the Effective Time on terms no less favorable than those in effect on the date hereof and shall at the Effective Time provide evidence of such extension of coverage to FSB; PROVIDED, judgmentsHOWEVER, finesthat BPFH may substitute therefor policies providing substantially comparable coverage and containing terms and conditions no less favorable than those in effect on the date hereof; PROVIDED, lossesFURTHER, claimsthat should BPFH provide such coverage pursuant to a tail policy, damages or liabilities incurred in the price of such policy shall not exceed 1.5 times FSB's current premium for the D&O Insurance. In connection with the foregoing, BPFH agrees to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of any Action by prior claims. (c) In the event that BPFH or any stockholder of BCAC who has its successors or assigns (i) consolidates with or merges into any other Person and shall not exercised Redemption Rights arising from Sponsor’s ownership be the continuing or surviving bank or entity of equity securities such consolidation or merger or (ii) transfers all or substantially all of BCACits properties and assets to any Person, or its control or ability to influence BCACthen, and further arising out of or pertaining to the transactionsin each such case, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of BPFH shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.076.06.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws after the Effective Time, United will fulfill, honor and perform all of the Surviving Corporation shall contain provisions no less favorable Indemnification Obligations (as defined below) of Lothian arising under Lothian's Certificate of Incorporation or Bylaws, each as amended or of the Lothian Subsidiaries arising under the Lothian Subsidiaries' charter documents, or under any indemnification or similar agreement between Lothian or the Lothian Subsidiaries on the one hand, and any Lothian Covered Person (as defined below) on the other hand that existed prior to and remains in effect on the date hereof (copies of which agreements have been provided to United). In addition, to the extent that any Lothian Covered Person would, with respect to indemnification, advancement any action or expense reimbursement than are set forth in event relating to Lothian or the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner Lothian Subsidiaries that would affect adversely the rights thereunder of individuals who, at occurs on or prior to the Effective Time, were directors, officers, employees, fiduciaries be entitled under United's Certificate of Incorporation or agents of Bylaws or the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing DateLothian Subsidiaries charter documents, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on upon the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing DateEffective Time, to any indemnification, defense of claims or advancement of expenses by or from United, United shall provide insurance coverage for eventssuch indemnification, acts or omissions occurring on or prior defense and advancement of expenses to the Closing Date for all persons who were directors or officers of the Company or BCACsuch Lothian Covered Person. A "Lothian Covered Person" means any individual who, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against at any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or time prior to the Effective Time, whether asserted was a director or claimed prior toofficer of Lothian or the Lothian Subsidiaries or was a trustee or other fiduciary of a plan administered for the benefit of employees of Lothian and/or the Lothian Subsidiaries. "Indemnification Obligations" means an obligation of Lothian or the Lothian Subsidiaries to provide indemnification, at defense of claims or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing advancement of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementperson. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate articles of incorporation and bylaws of the Company Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. (b) On the Closing Date, ShoulderUp and Holdings shall enter into customary indemnification agreements reasonably satisfactory to each of the Company, Holdings and ShoulderUp with the Initial Post-Closing PUBCO Directors and the post-Closing officers of the PUBCO and the Company Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (c) ShoulderUp and Holdings shall on and after the Closing Date, for a period of no less than six (6) years, maintain public company directors’ and officers’ liability insurance (“D&O Insurance”) with full, continuous prior acts coverage for pre-Closing acts, errors or omissions based on the status of ShoulderUp’s and the Company’s directors and officers; and the Company shall purchase and ShoulderUp and Holdings shall maintain public company D&O Insurance for post-Closing acts, errors, or omissions for as long as Holdings remains a public company. Such coverages shall be in a commercially reasonable amount and with commercially reasonable terms, but in no case in an amount lower or coverage terms narrower than that provided under the Company’s respective D&O insurance just prior to Closing. (d) On and after the Closing Date, for a period of no less than six (6) years, BCAC ShoulderUp and Holdings shall, with regard to pre-Closing acts, errors, omissions of BCAC ShoulderUp directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC ShoulderUp just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursementBuyer agrees that it will, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall will cause the Surviving CorporationCorporation to, for a period of six (6) years after the Closing Dateindemnify, to indemnify defend and hold harmless each present and former director, officer, employeeemployee and agent of Company, fiduciaries or agents its Subsidiaries and its affiliates (including, for purposes of this section, predecessors thereof) ( the Company "Indemnified Parties"), against any costs or expensesexpenses (including attorneys' fees), judgments, fines, losses, claims, damages damages, liabilities or liabilities amounts paid in settlement incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company Company, its Subsidiaries and its affiliates would have been permitted under applicable Law, the Company Organizational Documents law and their respective Articles of Incorporation or any indemnification agreement Bylaws in effect on the date of this Agreement hereof to indemnify such Indemnified Party. (b) For a period of six years after the Effective Time, Buyer shall maintain or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, Corporation to honor all such indemnification agreements maintain in effect on a directors' and officers' liability insurance policy covering those persons who are currently covered by Company's directors' and officers' liability insurance policy (copies of which have been heretofore delivered by Company to Buyer) with coverage in amount and scope at least as favorable as Company's and/or its Subsidiaries and its affiliates existing coverage; provided that in no event shall Buyer or the date Surviving Corporation be required to expend in the aggregate in excess of this Agreement175% of the annual premium currently paid by Company and/or its Subsidiaries and its affiliates for such coverage; and if such premium would at any time exceed 175% of such amount, then Buyer or the Surviving Corporation shall maintain insurance policies which provide the maximum and best coverage available at an annual premium equal to 175% of such amount. (dc) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary The provisions of this Section 7.076.8 are intended to be an addition to the rights otherwise available to the current officers, directors, members, employees and agents of Company, its Subsidiaries and its affiliates by law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, Parent shall (and shall cause the Surviving Corporation to) fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers in effect immediately prior to the Effective Time and any indemnification provisions under the Company's certificate of incorporation or bylaws as in effect immediately prior to the Effective Time. The certificate of incorporation and bylaws of the Surviving Corporation shall will contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than exculpation and indemnification that are set forth at least as favorable to the indemnified parties hereunder (the "Indemnified Parties") as those contained in the Company's certificate of incorporation and bylaws of as in effect immediately prior to the CompanyEffective Time, which provisions shall will not be amended, repealed or otherwise modified for a period of six (6) years from after the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents hereunder of the CompanyIndemnified Parties, unless such modification shall be is required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six three (63) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC Parent shall cause the Surviving Corporation, Corporation to (i) maintain in effect the Company's current directors' and officers' liability insurance or (ii) purchase a three (3) year extended reporting period endorsement under the Company's current directors' and officers' liability insurance covering each person currently covered by the Company's directors' and officers' liability insurance policy for a period acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of six (6) years after the Closing Date, to honor all such indemnification agreements policy in effect on the date of this Agreement. (c) The provisions of this Section 7.2 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (d) On In the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and event the Surviving Corporation, which indemnification agreements Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall continue not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to be effective following the Closing. (e) On and after the Closing Dateany Person, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present in each such case, provision shall be made by the Surviving Corporation and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, Parent so that the foregoing successors and assigns of the Surviving Corporation or Parent, as applicable, shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.2.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the CompanyCompany Charter and its bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On From and after the Closing DateEffective Time, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC Pxxxxx agrees that it shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACclaim, action, suit, proceeding or its control investigation, whether civil, criminal, administrative or ability to influence BCACinvestigative, and further arising out of or pertaining to matters existing or occurring at or prior to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company would have been permitted by under applicable Law and the Company Charter in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). (b) For a period of six (6) years from the Effective Time, Parent shall maintain in effect directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the Closing covering (as direct beneficiaries) those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (true, correct and complete copies of which have been heretofore made available to Parent or its agents or Representatives in the Virtual Data Room) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Parent be required to pay an annual premium for such insurance in excess of 250% of the aggregate annual premium payable by the Company for such insurance policy for the year ended December 31, 2021 (the “Maximum Annual Premium”); provided, however, that (i) Parent may cause coverage to be extended under the foregoing shall current directors’ and officers’ liability insurance by obtaining a six (6)-year “tail” policy containing terms not apply less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the intentional misconduct Effective Time and (ii) if any claim is asserted or fraud made within such six (6)-year period, any insurance required to be maintained under this Section 7.09(b) shall be continued in respect of Sponsor. Notwithstanding anything herein such claim until the final disposition thereof. (c) On the Closing Date, to the contraryextent not already entered into, Parent shall enter into customary indemnification agreements reasonably satisfactory to each of the parties expressly acknowledge Company and agree that Sponsor Parent with the post-Closing directors and officers of Parent, which indemnification agreements shall continue to be an express third-party beneficiary of this Section 7.07effective following the Closing.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation Prior to the Closing, Target shall obtain and bylaws of the Surviving Corporation shall contain provisions no less favorable fully pay for “tail” insurance policies with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a claims period of at least six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of Target as Target’s existing policies with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Target shall bear the cost of the D&O Tail Policy, and such costs, to the extent not paid prior to the Closing, shall be included in the determination of Transaction Expenses. During the term of the D&O Tail Policy, Purchaser shall not (and shall cause the Surviving Company not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, that neither Purchaser, the Surviving Corporation nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy. During the term of the D&O Tail Policy, Purchaser and the Surviving Company shall not adopt, amend or modify the Surviving Company’s charter documents in a manner that would affect adversely result in the rights thereunder termination or limitation of individuals whothe indemnification protections provided under the Target Charter Documents to Target’s officers, at or directors, and agents immediately prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, in no event will any current or former director, officer or agent of Target be entitled to indemnification or advancement or reimbursement of expenses from Purchaser or the parties expressly acknowledge and agree Surviving Company in respect of any Losses that Sponsor shall be an express third-party beneficiary of are subject to indemnification in their capacity as a Stockholder or Optionholder pursuant to this Section 7.07Agreement or any other Transaction Document.

Directors’ and Officers’ Indemnification. (a) The certificate From and after the Closing Date, Acquiror shall cause the Acquired Companies to fulfill and honor (and Acquiror guarantees that the Company will fulfill and honor) all rights to indemnification or exculpation existing in favor of incorporation present and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were former directors, officers, employees, fiduciaries or and agents of Acquired Companies and all other Persons who may presently serve or have served at the Company’s request as a director, unless such modification shall be required by applicable Law. On and after officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (collectively, the Closing Date, for a period of no less than six (6“D&O Indemnified Parties”) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each applicable Charter Documents of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy Acquired Companies as in effect on the date hereof and in any indemnification agreements with each person who is a current or former director or officer of this Agreement or the Acquired Companies. (yb) otherwise provide During the period commencing on the Closing Date and ending on the sixth anniversary of the Closing Date (the “Coverage Period”), Acquiror shall, at its expense, cause the Company to maintain its existing insurance policies’ indemnification provisions (including with respect to advancement of expenses) as of the date hereof with respect to the D&O Indemnified Parties with a coverage that, taken as a whole, is and scope at least as favorable than beneficial as the current liability insurance coverage; provided, however, that Acquiror and the Company shall not be required to pay annual premiums for such person’s policy as insurance coverage (or for any substitute or “tail” policies) in effect on excess of an amount equal to 250% of the date most recently paid annual premium with respect to such insurance (the “Maximum Amount”). In the event any future annual premiums exceed such Maximum Amount, the Company shall be entitled to reduce the amount of this Agreement, in either case, coverage to the amount of coverage that can be obtained for a period of six (6) years after the Closing Date, premium equal to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Datesuch Maximum Amount. (c) BCAC shall Acquiror may obtain (or Acquiror may cause the Surviving CorporationCompany to elect) comparable “tail” coverage with regard to any insurance policies of the Company, for a period with the amount of six (6) years after coverage and placement consistent with the level and scope of coverage of the current liability insurance, and such coverage cost shall be at Acquiror’s expense. At or before the Closing Date, with respect to indemnify Directors and hold harmless each present Officers liability coverage for Company officers and former directordirectors in place before giving effect to the Transactions, officer, employee, fiduciaries Acquiror may obtain (or agents the Company shall obtain) at Acquiror’s expense comparable “tail” coverage for the Coverage Period with regard to any directors and officers insurance policies of the Company against any costs or expensesCompany, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out the amount of or pertaining to matters existing or occurring at or prior to coverage and placement consistent with the Effective Time, whether asserted or claimed prior to, at or after scope and coverage of the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementcurrent liability insurance. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers The provisions of BCAC and the Surviving Corporation, which indemnification agreements shall continue this Section 8.9 are intended to be effective following for the Closing. (e) On benefit of, and after shall be enforceable by, each of the Closing DateD&O Indemnified Parties, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatestheir heirs, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07representatives.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of For six (6) years after the Closing DateEffective Time, Parent shall cause the Surviving Corporation to provide insurance coverage for eventsindemnify, defend and hold harmless the present and former directors, officers, employees and agents of the Company Entities, and the heirs, executors and administrators of such persons (each a "Company Indemnified Party") in respect of acts or omissions occurring on or prior to the Closing Date for all persons who were directors Effective Time or officers arising out of or pertaining to any Person having been an officer, director, employee or agent of any Company Entity (or any other Person at the request of a Company Entity) or pertaining to the transactions contemplated by this Agreement to the full extent provided under the Company's certificate of incorporation and bylaws in effect on the date hereof (including the payment of expenses in advance of the Company disposition of any action with respect to such matters as provided therein). Parent and Surviving Corporation shall not amend the certificate of incorporation or BCAC, as applicable, on bylaws of the Surviving Corporation to amend the indemnification or prior exculpation provisions therein in a manner inconsistent with this Section or otherwise adverse to the Closing DateCompany Indemnified Parties for the six-year period referred to above. (cb) BCAC shall cause the Surviving Corporation, for a period of For six (6) years after the Closing DateEffective Time, Parent will cause the Surviving Corporation to indemnify use its best efforts to provide officers' and hold harmless each present and former director, officer, employee, fiduciaries directors' liability insurance in respect of acts or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective Time, whether asserted or claimed prior to, at or after Time covering each such person currently covered by the Effective Time, Company's officers' and directors' liability insurance policy on terms substantially similar to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement those of such policy in effect on the date hereof and from an insurer or insurers having claims paying ratings no lower than the Company's current insurer. The Company acknowledges and agrees that Parent may satisfy the requirements of this Agreement to indemnify or exculpate such person (including Section 8.9(b) by securing an endorsement of the advancing of expenses as incurred to Company's officers' and directors' liability policy in effect on the fullest extent permitted under applicable Law)date hereof, and BCAC shall cause the Surviving Corporation, which endorsement provides coverage for a period of at least six (6) years after following the Closing DateEffective Time. Notwithstanding the foregoing, the Surviving Corporation shall not be obligated to honor all make annual premium payments for the officers and directors liability insurance required by this Section 8.9(b) to the extent such indemnification agreements in effect on annual premiums exceed 150% of the annual premiums paid as of the date of this AgreementAgreement by the Company (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Surviving Corporation shall use its reasonable efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (c) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that such successors and assigns assume the obligations set forth in this Section 8.9. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers The provisions of BCAC and the Surviving Corporation, which indemnification agreements shall continue this Section 8.9 are intended to be effective following for the Closing. (e) On benefit of and after the Closing Dateshall be enforceable by, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, each Company Indemnified Party and their respective present heirs and former directors representatives and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred are in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCACaddition to, and further arising out of not in substitution for, any other rights to indemnification or pertaining to the transactions, actions, and investments contemplated contribution that any such person may have by this Agreement contract or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07otherwise.

Directors’ and Officers’ Indemnification. (a) The certificate During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar Organizational Documents) of the Surviving Corporation shall and its Subsidiaries to contain provisions no less favorable with respect to indemnification, exculpation and the advancement or expense reimbursement than of expenses with respect to directors and officers that are set forth at least as favorable as the indemnification, exculpation and advancement of expenses provisions with respect to directors and officers contained in the certificates of incorporation and bylaws (or other similar Organizational Documents) of the CompanyCompany and its Subsidiaries as of the date hereof, which and during such six-year period, such provisions shall not be amendedrepealed, repealed amended or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior adverse to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be directors and officers except as required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Prior to or at the Closing DateEffective Time, each the Company shall purchase (with fifty percent (50%) of the cost of such D&O Tail Policy to be included in Unpaid Transaction Expenses and the remaining fifty percent (50%) to be borne by Parent) a six-year "tail" prepaid policy on the Company's current directors' and officers' liability insurance (the "D&O Tail Policy"); provided, however, that in satisfying its obligations under this Section 4.11(b), the Company and BCAC shall either not be obligated to pay premiums in excess of three hundred percent (x300%) of the amount paid by the Company for coverage for its last full fiscal year (such three hundred percent (300%) amount, the "Maximum Annual Premium"); provided that, if the premiums of such insurance coverage exceed such amount, the Company shall be obligated to obtain a non-cancelable run-off directors and officers “tail” insurance policy providing with the greatest coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, available for a period of six cost not exceeding the Maximum Annual Premium. The Surviving Corporation shall (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC and Parent shall cause the Surviving Corporation, Corporation to) use reasonable best efforts to maintain such D&O Tail Policy in full force and effect for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents duration of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to six-year period following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), Time and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, continue to honor all its obligations thereunder for so long as such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor D&O Tail Policy shall be an express third-party beneficiary of this Section 7.07maintained in full force and effect.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from following the First Merger Effective Time Time, Parent shall, and Parent shall cause the Second Merger Surviving Entity or its successor to, fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or exculpation existing in favor of, and all limitations on the personal liability of, any manner that would affect adversely the rights thereunder of individuals whoPerson who is now, or has been at or any time prior to the date hereof, or who becomes prior to the First Merger Effective Time, were directorsa director, officersofficer, employeesemployee, fiduciaries fiduciary or agents agent of the Company under the Charter Documents or in any indemnification agreements in effect as of the date hereof and set forth on Schedule 5.7 hereto to the fullest extent permitted by applicable Legal Requirements (each, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”). Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of the Second Merger Surviving Entity for any specified period following the First Merger Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made as of the date hereof by any director or officer of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Prior to the Closing DateFirst Merger Effective Time, each of the Company shall purchase (and BCAC shall either (xpay in full all premiums on) obtain a non-cancelable run-off an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers “tail” insurance policy providing on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after following the Closing Date, First Merger Effective Time of not less than the existing coverage and have other terms not materially less favorable to provide the insured Persons than the directors’ and officers’ liability insurance coverage for eventspresently maintained by the Company and any premiums with respect to such policy shall be Third Party Expenses hereunder (the “D&O Tail Policy”). After the First Merger Effective Time, acts Parent and the Second Merger Surviving Entity shall maintain such policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that Parent and the Second Merger Surviving Entity shall have no obligation to pay premiums or omissions occurring on or any other amounts with respect to such policy. In addition, prior to the Closing Date for all persons who were directors or officers of First Merger Effective Time, the Company or BCAC, as applicable, on or shall purchase (which expense shall not be a Third Party Expense) a single premium tail coverage policy with respect to the Company’s current errors and omissions insurance policies that provides coverage for events occurring prior to the First Merger Effective Time (the “Errors and Omissions Insurance”) for a period of thirty-six (36) months following the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred Notwithstanding anything in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify the contrary, the obligations under this Section 5.7 shall not be terminated or exculpate modified in such person a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.7 applies without the consent of such affected D&O Indemnified Party (including it being expressly agreed that the advancing of expenses as incurred D&O Indemnified Parties to the fullest extent permitted under applicable Law), and BCAC whom this Section 5.7 applies shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date be third party beneficiaries of this AgreementSection 5.7 and shall be entitled to enforce the covenants contained herein). (d) On In the Closing Dateevent that, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. Second Merger Effective Time, Parent or the Second Merger Surviving Entity or any of their respective successors or assigns (ei) On consolidates with or merges into any other Person and after shall not be the Closing Datecontinuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person or (iii) commences a dissolution, liquidation, assignment for a period the benefit of six (6) years after the Closing Datecreditors or similar action, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closingeach such case, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)necessary, and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor proper provision shall be an express third-party beneficiary made so that either the successors and assigns of Parent or the Second Merger Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 7.075.7.

Directors’ and Officers’ Indemnification. (a) The For a period of six years from the Effective Time, the provisions of the certificate of incorporation and bylaws bylaws, or similar organization documents, of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws and of the Company, which provisions each of its Subsidiaries concerning elimination of liability and indemnification of directors and officers shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time amended in any manner that would adversely affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents any Person that is as of the Company, unless date of this Agreement an officer or director of the Company or of any such modification shall Subsidiary except as may be required by applicable Law. On From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guarantee and stand surety for, and shall cause the Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.7. In addition to the foregoing, from and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons extent permitted by applicable Law, Parent and the Surviving Corporation, jointly and severally, shall indemnify, hold harmless and defend each Person who were directors is a current or officers former officer or director of the Company or BCACany of its Subsidiaries against all losses and expenses (including all losses, as applicablecosts, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporationobligations, for a period of six (6) years after the Closing Dateliabilities, to indemnify and hold harmless each present and former directorsettlement payments, officer, employee, fiduciaries or agents of the Company against any costs or expensesawards, judgments, fines, lossespenalties, damages (including compensatory, punitive and consequential damages), demands, claims, damages or liabilities incurred in connection with any Action actions, causes of action, assessments, deficiencies and other charges and attorneys’ fees) arising out of or pertaining to matters existing acts or occurring omissions (or alleged acts or omissions) by them in their capacities as such, which acts or omissions occurred at or prior to Closing. To the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest maximum extent that the Company would have been permitted under by applicable Law, the Company Organizational Documents or any indemnification agreement and related rights hereunder shall be mandatory rather than permissive, and Parent and/or the Surviving Corporation shall promptly advance expenses in effect on the date of this Agreement to indemnify or exculpate connection with such person (including the advancing of expenses as incurred indemnification to the fullest extent permitted under applicable Law); provided that, to the extent required by Law, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification and BCAC provided further that neither Parent nor the Company shall be liable for any losses or expenses arising out of (i) any Action initiated by the indemnified Person or (ii) any settlement effected without its prior written consent. At Closing, Parent shall assume and become liable for, jointly and severally with the Surviving Corporation and each such Subsidiary, any liability and all obligations of the Company and each such Subsidiary under such provisions. (b) Parent agrees that the Company and, from and after the Effective Time, the Surviving Corporation, shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors’ and officers’ fiduciary and liability insurance maintained by the Company by purchasing a policy providing “tail” coverage for a period of not less than six years from the Effective Time with a carrier (or carriers) and in a form reasonably agreed upon by Company. Parent shall make available to Company evidence of said coverage immediately prior to the Effective Time; provided, however that Parent, the Surviving Corporation and its Subsidiaries will not, in the aggregate, be required to pay a premium in excess of 250% of the last annual premium paid by the Company prior to the date of this Agreement (the “Cap”) in order to purchase such policy; and provided, further, that if tail coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, then Parent shall cause the Surviving CorporationCorporation and its Subsidiaries to purchase a policy or maintain policies that, for a period of six in Parent’s good faith judgment, provides as much comparable insurance as is available at an aggregate premium equal to the Cap. (6c) years after Following the Closing DateEffective Time, to honor all such indemnification agreements in effect on the date provisions of this AgreementSection 5.7 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification hereunder and each such Person’s heirs, representatives, successors or assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (d) On Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any director or officer that is the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory prevailing party in any action or proceeding to enforce the Company with the post-Closing directors indemnity and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closingother obligations provided in this Section 5.7. (e) On and after In the Closing Dateevent Parent, for a period the Surviving Corporation or any of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present successors or assigns (i) consolidates with or merges into any other Person and former directors shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and officers against any costs assets in one or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the more transactions, actions, and investments contemplated by this Agreement regardless of whether related or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closingunrelated, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)any Person or Persons, then and providedin either such case, proper provision shall be made so that the foregoing successors and assigns of Parent or the Surviving Corporation, as the case may be, shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.075.7.

Directors’ and Officers’ Indemnification. (a) The certificate Parentco, Tastemaker and each Company agree that all rights to indemnification and exculpation from liabilities, including advancement of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Dateexpenses, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeTime now existing in favor of the current or former directors, whether asserted managers, officers or claimed employees of each Company (in the case of employees, only such persons who are covered by the Companies’ or Tastemaker’s respective existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance as of the date hereof) (the “D&O Indemnified Parties”) as provided in the Organizational Documents of each Company or Tastemaker, respectively, or any indemnification Contract between such Person and any of the Companies or Tastemaker, respectively (in each case, as in effect on, and, in the case of any indemnification Contracts, to the extent made available to Tastemaker prior to, at the Signing Date) shall survive the Mergers and shall continue in full force and effect. To the maximum extent permitted by applicable Law, the Group Companies shall advance expenses in connection with such indemnification as provided in such Group Company’s Organizational Documents or other applicable agreements. For a period of seven years from the Effective Time, Parentco and the Surviving Companies shall maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Organizational Documents of each Company or Tastemaker, respectively, as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the final disposition of such action or final resolution of such claim. (b) Notwithstanding anything to the contrary set forth in this Section 7.12 or elsewhere in this Agreement, without the prior written consent of the applicable D&O Indemnified Party, neither Parentco, Tastemaker nor any of their Subsidiaries (including, after the Effective Time, the Surviving Companies and any of their respective Subsidiaries) shall settle or otherwise compromise or consent to the fullest extent that the Company would have been permitted entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification is sought by a D&O Indemnified Party under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of as contemplated by this Agreement unless such settlement, compromise, consent or termination does not include any admission of wrongdoing by such D&O Indemnified Party and includes an unconditional release of such D&O Indemnified Party from all liability arising out of such claim, proceeding, investigation or inquiry. (c) Parentco shall obtain prior to indemnify the Closing and maintain a fully-paid, non-cancellable “tail” insurance policy for a term of six years (or exculpate such person shorter period as mutually agreed to by the Parties) from the Closing Date in respect of the Companies and Tastemaker (the “D&O Tail Policy”), with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under such Company’s and Tastemaker’s respective existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the Closing (including in connection with this Agreement and the advancing of expenses as incurred to Transactions). Parentco and the fullest extent permitted under applicable Law)Surviving Companies shall maintain the D&O Tail Policy in full force and effect, for its full term, and BCAC shall cause all obligations thereunder to be honored by Parentco and the Surviving CorporationCompanies. Parentco and the Surviving Companies will instruct the insurer and broker that they may communicate directly with the D&O Indemnified Party(ies) regarding claims under the D&O Tail Policy, for and Parentco and the Surviving Companies will provide the D&O Indemnified Party(ies) a period copy of six (6) years after the Closing Date, all insurance policies and coverage correspondence relating to honor all such indemnification agreements in effect on the date of this Agreementany proceeding involving any D&O Indemnified Party upon request. (d) On In the Closing Dateevent Parentco, BCAC any Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall enter into customary indemnification agreements reasonably satisfactory not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any person, then and in any such case proper provision shall be made so that the successors and assigns of Parentco, such Surviving Company with or any of their respective successors or assigns, as the post-Closing directors and officers of BCAC and case may be, shall assume the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closingobligations set forth in this Section 7.12. (e) On The D&O Indemnified Parties are express and after intended third-party beneficiaries of the Closing Dateprovisions of this Section 7.12 and shall be entitled to independently enforce the terms hereof as if they were each a party to this Agreement. The covenants contained in this Section 7.12 are intended to be for the benefit of, for a period and shall be enforceable by, each of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, D&O Indemnified Parties and their respective present heirs and former directors and officers against shall not be deemed exclusive of any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with other rights to which any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreementssuch Person is entitled, whether asserted pursuant to Law, contract or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07otherwise.

Directors’ and Officers’ Indemnification. (a) The certificate Subject to the limitations of incorporation and bylaws of applicable Law, if the Surviving Corporation shall contain provisions no less favorable with respect to indemnificationMerger is consummated, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries Buyer agrees that it will cause the Surviving Corporation (or agents of the Company, unless such modification shall be required by applicable Law. On its successor) to fulfill and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either casehonor, for a period of six (6) years after the Closing DateClosing, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers obligations of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)pursuant to the Company’s charter documents and bylaws, judgmentsin each case as in effect on the date hereof, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability respect to influence BCAC, and further claims arising out of acts or pertaining omissions occurring prior to the transactionsEffective Time that are asserted after the Effective Time. The foregoing covenants under this Section 4.12(a) shall not apply to any claims arising out of events or circumstances for which the Buyer would be entitled to indemnification pursuant to Article VI; provided that any such director or officer of the Company shall not have any personal liability with respect thereto. (b) Prior to the Effective Time, actionsthe Company shall cause, at the Company’s sole expense, to be purchased a three year insurance and investments indemnification policy covering each Person covered by the current policies of the directors’ and officers’ liability insurance maintained by the Company and each Company Subsidiary that provides coverage for matters occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s or such Company Subsidiary’s existing policy (true and complete copies which have been previously made available to the Buyer) or, if substantially equivalent insurance coverage is unavailable, the best available coverage. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Closing for purposes of this Section 4.12, which policies provide such directors and officers with coverage for an aggregate period of three years with respect to claims arising from facts or events that occurred on or before the Closing, including, without limitation, in respect of the transactions contemplated by this Agreement or any and the Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of For six (6) years after the Closing Date, Buyer shall not, and shall cause Voyage Holdings, VMG Blocker and their respective Affiliates to provide not, amend, repeal or otherwise modify the indemnification provisions of any Voyage Holdings Organizational Document or VMG Blocker Organizational Document as in effect at the Closing in any manner that would adversely affect the rights thereunder of individuals who at the Closing were managers, directors or officers of the Target Companies. From and after the Closing, Buyer shall cause the Target Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 8.07. The Target Companies shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by an indemnified person in enforcing this Section 8.07. (b) Prior to the Closing, the Target Companies shall (at Buyer’s expense), or if the Target Companies are unable to, Buyer shall cause the Target Companies as of the Closing to, obtain a non-cancellable extension of the directors’ and officers’ liability and employment practices liability coverage of the Target Companies’ existing directors’ and officers’ liability insurance coverage policies and the Target Companies’ existing fiduciary liability insurance policies, in each case for events, acts a claims reporting or omissions occurring on discovery period of at least six (6) years from and after the Closing with respect to any claim related to any period of time at or prior to the Closing Date for all persons who were directors or officers with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate than the coverage provided under the Target Companies’ existing policies to the maximum extent available; provided, that in no event shall the Target Companies be required to expend on the premium thereof in excess of 300% of the Company annual premium currently payable by the Target Companies with respect to such current policy (the “Premium Cap”); provided that if such minimum coverage under any such “tail” policy is or BCACbecomes not available at the Premium Cap, then any such “tail” policy shall contain the maximum coverage available at the Premium Cap. If the Target Companies for any reason fails to obtain such “tail” insurance policies as applicableof the Closing, on the Target Companies shall maintain in effect the Target Companies’ and their Subsidiaries’ current managers’, directors’ and officers’ liability insurance covering acts or omission occurring prior to the Closing Date. (c) BCAC shall cause Date with respect to those Persons who are currently covered by the Surviving CorporationTarget Companies’ or their Subsidiaries’ managers’, for a period directors’ or officers’ liability insurance policy on terms with respect to such coverage and amounts no less favorable than those of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements policy in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and ; provided, that in no event shall the foregoing Buyer and the Target Companies be required to expend on the premium thereof in excess of the Premium Cap; provided that if such minimum coverage under such the Target Companies’ existing policy is no longer available at the Premium Cap, then the Target Companies shall maintain such policy at the maximum coverage available at the Premium Cap. If such insurance coverage cannot apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrarybe obtained at all, Buyer, the parties expressly acknowledge Target Companies and agree that Sponsor their Subsidiaries shall be an express third-party beneficiary maintain the most advantageous policies of this Section 7.07managers’, directors’ and officers’ insurance reasonably obtainable.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On From and after the Closing DateClosing, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of Buyer agrees that it will cause the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, continue to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACclaim, Action, suit, proceeding or its control investigation, whether civil, criminal, administrative or ability to influence BCACinvestigative, and further arising out of or pertaining to matters existing or occurring on or prior to the transactions, actions, and investments contemplated by this Agreement or any Ancillary AgreementsClosing, whether asserted or claimed prior to, at on or after the Closing, to the fullest extent that the Company would have been permitted by applicable Law under Delaware law and its organizational documents in effect on the date hereof to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law); provided, and providedhowever, that the foregoing person to whom such expenses are advanced must provide an undertaking to the Company (as appropriate) to repay such advances if it is ultimately determined by a court of competent jurisdiction (which determination shall have become final) that such person is not entitled to indemnification. (b) For a period of six (6) years from the Closing Date, the Buyer shall cause the Company to maintain, if available, officers’ and directors’ liability insurance covering the persons who are presently covered by their officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to the Closing Date, providing coverage not less favorable than provided in any D&O insurance coverage the Buyer maintains for its or its Affiliates’ directors and officers. The Buyer shall cause the Company to pay such premiums. (c) The Buyer covenants, for itself and its successors and assigns, that it and they shall not apply institute any Action in any court or before any administrative agency or before any other tribunal against any of the current directors of the Company, in their capacity as such, with respect to any liabilities, actions or causes of action, judgments, claims or demands of any nature or description (consequential, compensatory, punitive or otherwise), in each such case to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary extent resulting from their approval of this Section 7.07Agreement or their approval of the transactions contemplated hereby.

Directors’ and Officers’ Indemnification. (a) The certificate SPAC Certificate of incorporation and bylaws of the Surviving Corporation Incorporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement of directors, officers, employees or agents of the Companies than are set forth in the bylaws Alvarium Organizational Documents, TWMH Corporate Documents, TIG GP Corporate Documents and the TIG MGMT Corporate Documents, in each case, as in effect as of the Companydate hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Umbrella Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Umbrella Merger Effective Time, were directors, managers, officers, employees, fiduciaries or agents of the CompanyCompanies covered thereby, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On SPAC shall purchase and have in place at the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” or “runoff” policy (the “D&O Tail Policies”) providing directors’ and officers’ liability insurance policy providing coverage thatfor the benefit of those persons who are covered by the directors’ and officers’ liability insurance policies maintained by SPAC and the Companies, taken respectively, as a wholeof the Closing with respect to matters occurring prior to the Umbrella Merger Effective Time. The D&O Tail Policies shall provide for terms with respect to coverage, is deductibles and amounts that are no less favorable than under such person’s those of the applicable policy as in effect on immediately prior to the date Umbrella Merger Effective Time for the benefit of this Agreement or (y) otherwise provide coverage thatSPAC’s and the Companies’ directors, taken managers and officers, as a wholeapplicable, is at least as favorable than such person’s policy as and shall remain in effect on for the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a year period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate Parties agree that all rights to exculpation, indemnification and advancement of incorporation and bylaws expenses existing in favor of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement current or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off former directors and officers “tail” insurance policy providing coverage that, taken of Parsec or Merger Sub and each Person who served as a wholedirector, is no less favorable than officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Parsec or Merger Sub (the “D&O Indemnified Persons”) as provided in their respective organizational documents or under such person’s policy as any indemnification, employment or other similar agreements between any D&O Indemnified Person and Parsec or Merger Sub, in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy each case as in effect on the date of this Agreement, in either case, for a period of six (6) years after shall survive the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior and continue in full force and effect in accordance with their respective terms to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under by applicable Law, the Company Organizational Documents or any . Such rights shall include indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACdamages, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreementsliabilities, whether asserted or claimed prior to, at to or after the ClosingEffective Time and whether the claim involves the enforcement of the terms of this Section 7.5(a). For a period of six (6) years after the Effective Time, Parsec shall cause the Amended Certification of Incorporation and the Surviving Corporation Articles of Incorporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Parsec Organizational Documents to the fullest extent permitted by applicable Law Law. The provisions of this Section 7.5 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (including b) For the advancing benefit of expenses as incurred Parsec’s and Merger Sub’s directors and officers, Parsec shall be permitted prior to the fullest extent permitted under applicable Law)Effective Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Parsec’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Parsec shall maintain the D&O Tail Insurance in full force and effect, and providedcontinue to honor the obligations thereunder, that the foregoing and Parsec shall not apply timely pay or caused to be paid all premiums with respect to the intentional misconduct or fraud of Sponsor. D&O Tail Insurance. (c) Notwithstanding anything herein contained in this Agreement to the contrary, this Section 7.5 shall survive the parties expressly acknowledge consummation of the Merger indefinitely and agree that Sponsor shall be binding, jointly and severally, on Parsec and the Surviving Corporation and all successors and assigns of Parsec and the Surviving Corporation. In the event that Parsec, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person or effects any division transaction, then, and in each such case, Parsec and the Surviving Corporation shall ensure that proper provision shall be made so that the successors and assigns of Parsec or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 7.5. The obligations of Parsec and the Surviving Corporation under this Section 7.5 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director or officer of the Company or Parsec, or other Person that may be a director or officer of the Company or Parsec prior to the Effective Time, to whom this Section 7.5 applies without the consent of the affected Person. The rights of each Person entitled to indemnification or advancement hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Company articles of incorporation or bylaws or the Parsec Organizational Documents, any other indemnification arrangement, any applicable law, rule or regulation or otherwise. The provisions of this Section 7.5 are expressly intended to benefit, and are enforceable by, each Person entitled to indemnification or advancement hereunder and their respective successors, heirs and representatives, each of whom is an express intended third-party beneficiary of this Section 7.077.5.

Directors’ and Officers’ Indemnification. (a) Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of each present and former director or officer of the Company and each such Person who served at the request of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (collectively, the “Company Indemnified Parties”) as provided in the Company Charter or the Company Bylaws shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such indemnification obligations. The right to indemnification, including, as appropriate, advancement of expenses and the other rights conferred hereby shall be contract rights expressly permitted by Applicable Law. (b) From and after the Closing, Parent and the Company shall cause the certificate of incorporation and bylaws of the Surviving Corporation shall Company to contain provisions no less favorable with respect to indemnificationexculpation, advancement or indemnification and expense reimbursement than that are set forth at least as favorable to the Company Indemnified Parties as those contained in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On Company Charter and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy Bylaws as in effect on the date of this Agreement or hereof. (yc) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six (6) years after the Closing DateClosing, Parent and the Company shall cause to provide be maintained in effect directors’ and officers’ liability insurance coverage for eventspolicies that are substantially similar to the directors’ and officers’ liability insurance policies currently maintained by the Company, acts such policies to be paid in full as of the Closing, with respect to claims arising from facts or omissions occurring on events that occurred at or prior to the Closing Date for all persons who were directors or officers of (provided that Parent and the Company or BCAC, as applicable, on or prior may substitute therefor policies reasonably satisfactory to the Closing Date. (c) BCAC shall cause Company Indemnified Parties of at least the Surviving Corporationsame coverage containing terms and conditions that, for a period of six (6) years after in the Closing Dateaggregate, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Laware no less advantageous), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On In the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to event that (i) the Company or any of its successors or assigns (x) consolidates with or merges into any other Person and is not the post-Closing directors continuing or surviving corporation or entity in such consolidation or merger, or (y) transfers all or substantially all of its properties and officers assets to any Person or (ii) Parent dissolves or causes the dissolution of BCAC the Company, then, and in each case, proper provision shall be made so that the Surviving Corporation, which successors and assigns of the Company assume and honor the indemnification agreements shall continue to be effective following the Closingand other obligations set forth in this Section 6.03. (e) On Each Company Indemnified Party shall have rights as a third party beneficiary under this Section 6.03 as separate contractual rights for his or her benefit, in addition to and after not in substitution of any other rights to indemnification or contribution that any such Company Indemnified Party may have by Contract or otherwise, and all such rights herein and otherwise shall be enforceable by such Company Indemnified Party and his or her heirs and personal representatives and shall be binding on Parent, the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, Company and their respective present successors and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07assigns.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provisions of Company's directors and officers under the Company Charter Documents as in effect on the date hereof (the "Indemnified Parties"). The certificate Certificate of incorporation Incorporation and bylaws Bylaws of the Surviving Corporation shall will contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than exculpation and indemnification that are set forth at least as favorable to the Indemnified Parties as those contained in the bylaws of Company Charter Documents as in effect on the Company, date hereof which provisions shall will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at or immediately prior to the Effective Time, were directors, officers, employees, fiduciaries employees or agents of the Company, unless such modification shall be is required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closinglaw. (b) On The Company shall purchase, for a price (which shall in no event exceed the Closing Date, each Cap Amount regardless of any amounts credited against premium payments previously paid by the Company) not to exceed the amount set forth on Section 5.8(b) of the Company Schedule (the "Cap Amount"), directors' and BCAC shall either officers' liability tail coverage (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after following the Closing DateEffective Time), covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy, on terms comparable to provide insurance coverage for eventsthose applicable to the current directors and officers of the Company, acts or omissions occurring on or and covering all periods prior to the Closing Date for all persons who were directors or officers of Effective Time (the Company or BCAC, as applicable, on or prior to the Closing Date"Tail Coverage"). (c) BCAC shall cause This Section 5.8 is intended for the Surviving Corporationirrevocable benefit of, for a period of six (6) years after the Closing Date, and to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior grant third party rights to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable LawIndemnified Parties and shall be binding on all successors and assigns of Parent, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following . Each of the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor Indemnified Parties shall be an express third-party beneficiary of entitled to enforce the covenants contained in this Section 7.075.8.

Directors’ and Officers’ Indemnification. (a) The certificate Parent shall, to the fullest extent permitted by Law, and shall cause the Surviving Corporation to, honor all of the Company’s and its Subsidiaries’ obligations to indemnify the current or former directors or officers of the Company or any of its Subsidiaries, and any person who becomes an officer or director of the Company or any of its Subsidiaries, for acts or omissions by such directors and officers occurring prior to the Effective Time, whether pursuant to the Company’s or any Subsidiary’s Certification of Incorporation, bylaws, individual indemnity agreements or otherwise, and such obligations shall survive the Merger. For a period of six years following the Effective Time, the certificates of incorporation and bylaws of the Surviving Corporation and each of its Subsidiaries shall contain contain, and Parent shall cause the certificates of incorporation and bylaws of the Surviving Corporation and each of its Subsidiaries to contain, provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification and exculpation of such directors and officers than are presently set forth in the bylaws Company’s and its Subsidiary’s Certification of Incorporation and bylaws. (b) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company; provided that Parent may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, which provisions however, that Parent shall not be amendedobligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by the Company for such insurance (such 200% amount, repealed the “Maximum Premium”); provided, further, if such insurance coverage cannot be obtained at all, or otherwise modified can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Maximum Premium; provided, further, if Parent in its sole discretion elects, by giving written notice to the Company at least thirty days prior to the Effective Time, then, in lieu of the foregoing insurance, effective as of the Effective Time, the Company shall purchase a directors’ and officers’ liability insurance “tail” or “runoff” insurance program for a period of six (6) years from after the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents Time (such coverage shall have an aggregate coverage limit over the term of such policy in an amount at least equal to the annual aggregate coverage limit under the Company’s existing directors and officers liability policy, unless such modification and in all other respects shall be required by applicable Law. On with reputable and after the Closing Date, for a period of financially sound carriers and no less than six (6advantageous on the whole to such existing coverage). Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.12(b) years, BCAC shall, with regard for so long as such “tail” policy shall be maintained in full force and effect. Company represents to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are Parent that the Maximum Premium is as set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (bSection 5.12(b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing DateDisclosure Letter. (c) BCAC In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any Person, then, and in each such case, Parent shall cause proper provisions to be made so that the successors and assigns of Parent or the Surviving Corporation, for a period as the case may be, assume the obligations set forth in this Section 5.12. The obligations of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC Parent and the Surviving Corporation, which indemnification agreements Corporation under this Section 5.12 shall continue not be terminated or modified in such a manner as to be effective following adversely affect any indemnitee to whom this Section 5.12 applies without the Closing. express written consent of such affected indemnitee (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, being expressly agreed that the foregoing shall not apply indemnitees to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor whom this Section 5.12 applies shall be an express third-third party beneficiary beneficiaries of this Section 7.075.12).

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless to the fullest extent permitted under applicable Law each present and former director and officer of the Company (collectively, the “Indemnified Parties”) against any and all costs, expenses, including reasonable attorneys’ fees, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action arising out of, pertaining to or in connection with any act or omission or matters existing or occurring or alleged to have occurred at or prior to the Effective Time, including the Transactions, in each case to the same extent as provided in the certificate of incorporation of the Company, the bylaws of the Company or any contract between the Company and such Indemnified Party, in each such case as in effect on the date hereof. If any such Action occurs, Parent or the Surviving Corporation shall advance to each Indemnified Party the expenses it incurs in the defense of any such Action within 10 business days of Parent or the Surviving Corporation receiving from such Indemnified Party a written request therefor; provided that (i) any such advancement of expenses will be only to the fullest extent permitted under applicable Law and (ii) such Indemnified Party provides an undertaking to repay such advances to Parent or the Surviving Corporation, as applicable, if it is ultimately determined by a court of competent jurisdiction (which determination is not subject to any appeal) that such Indemnified Party is not entitled to indemnification under applicable Law. (b) The certificate of incorporation and bylaws of the Surviving Corporation shall will contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification than are set forth in the bylaws certificate of incorporation and bylaws, respectively, of the CompanyCompany as of the date hereof, unless any modification thereof is required by Law and then Parent shall cause the Surviving Corporation to make such modification only to the minimum extent required by such Law, which provisions shall may not be amended, repealed or otherwise modified modified, except as provided in this Section 7.04(b), for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing DateCompany. (c) BCAC The Company shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring purchase at or prior to the Effective Time, and the Surviving Corporation shall maintain in effect, tail policies to the Company’s current directors’ and officers’ liability insurance, which tail policies (i) shall be effective for a period of six years after the Effective Time with respect to claims arising from acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance and (ii) shall contain terms with respect to coverage and amount no less favorable, in the aggregate, than those of such policy or policies as in effect on the date hereof. Notwithstanding the immediately preceding sentence, if the tail policies described in the immediately preceding sentence cannot be obtained or can only be obtained by paying aggregate premiums in excess of 125% of the aggregate annual amount currently paid by the Company for such coverage, the Surviving Corporation shall only be required to provide as much coverage as can be obtained by paying aggregate premiums equal to 125% of the aggregate annual amount currently paid by the Company for such coverage. (d) The parties hereto intend that the provisions of this Section 7.04 be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) Notwithstanding anything herein to the contrary, if any Action (whether asserted or claimed prior toarising before, at or after the Effective Time, ) is made against any Indemnified Party on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this Section 7.04 shall continue in effect on until the date final disposition of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this AgreementAction. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and If the Surviving CorporationCorporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, which indemnification agreements then, and in each such case, Parent shall continue make, or cause to be effective following made, the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provisions so that the foregoing shall not apply to successors and assigns of the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to Surviving Corporation assume the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.04.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws after the Closing, Buyer shall not, and shall cause each of the Surviving Corporation shall contain provisions no less favorable with respect Target Companies and their Affiliates to indemnificationnot, advancement or expense reimbursement than are set forth in the bylaws of the Companyamend, which provisions shall not be amended, repealed repeal or otherwise modified for a period modify the indemnification provisions of six (6) years from any Target Companies Charter Document as in effect at the Effective Time Closing in any manner that would adversely affect adversely the rights thereunder of individuals whowho at the Closing were managers, at or prior to the Effective Time, were directors, officers, employees, fiduciaries officers or agents employees of the CompanyTarget Companies, unless such modification shall be except as required by applicable Law. On From and after the Closing DateClosing, Buyer shall assume, be liable for a period of no less than six (6) yearsand honor, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors guaranty and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursementstand surety for, and exculpationshall cause the Target Companies to honor, than are set forth in accordance with their respective terms, each of the certificate of incorporation or bylaws of BCAC just prior to Closingcovenants contained in this Section 7.06. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of For six (6) years after the Closing Date, to provide Buyer and the Target Companies shall maintain in effect the Target Companies’ current managers’, directors’ and officers’ liability insurance coverage for events, covering acts or omissions omission occurring on or prior to the Closing Date with respect to those Persons who are currently covered by the Target Companies’ managers’, directors’ or officers’ liability insurance policy on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement; provided, however, that Buyer shall not be required to pay an annual premium for all persons who were directors or officers such directors’ and officers’ liability insurance in excess of 200% of the Company or BCACannual premium currently paid by the Target Companies for such insurance, as applicableand, on or prior if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, Buyer and the Target Companies may fulfill their obligation to provide insurance under this Section 7.06(b) by obtaining a “tail” policy of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less favorable to the Closing Date. (c) BCAC shall cause insured than the Surviving Corporationexisting policy, and maintaining such “tail” policy in full force and effect for a period of at least six (6) years after the Closing Date. If such insurance coverage cannot be obtained at all, to indemnify Buyer and hold harmless each present the Target Companies shall maintain the most advantageous policies of managers’, directors’ and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementofficers’ insurance reasonably obtainable. (dc) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory Notwithstanding anything to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporationcontrary contained herein, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing Buyer shall not apply be required to the intentional misconduct indemnify any Person for such Person’s criminal conduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07fraud.

Directors’ and Officers’ Indemnification. (a) The certificate Parties agree that all rights to exculpation, indemnification and advancement of incorporation and bylaws expenses existing in favor of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement current or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off former directors and officers “tail” insurance policy providing coverage that, taken of Alset or Merger Sub and each Person who served as a wholedirector, is no less favorable than officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Axxxx or Merger Sub (the “D&O Indemnified Persons”) as provided in their respective organizational documents or under such person’s policy as any indemnification, employment or other similar agreements between any D&O Indemnified Person and Alset or Merger Sub, in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy each case as in effect on the date of this Agreement, in either case, for a period of six (6) years after shall survive the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior and continue in full force and effect in accordance with their respective terms to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under by applicable Law, the Company Organizational Documents or any . Such rights shall include indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACdamages, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreementsliabilities, whether asserted or claimed prior to, at to or after the ClosingEffective Time and whether the claim involves the enforcement of the terms of this Section 7.5(a). For a period of six (6) years after the Effective Time, Alset shall cause the Amended Certification of Incorporation and the Surviving Corporation Articles of Incorporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Alset Organizational Documents to the fullest extent permitted by applicable Law Law. The provisions of this Section 7.5 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives. (including b) For the advancing benefit of expenses as incurred Alset’s and Merger Sub’s directors and officers, Alset shall be permitted prior to the fullest extent permitted under applicable Law)Effective Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Alset’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Alset shall maintain the D&O Tail Insurance in full force and effect, and providedcontinue to honor the obligations thereunder, that the foregoing and Alset shall not apply timely pay or caused to be paid all premiums with respect to the intentional misconduct or fraud of Sponsor. D&O Tail Insurance. (c) Notwithstanding anything herein contained in this Agreement to the contrary, this Section 7.5 shall survive the parties expressly acknowledge consummation of the Merger indefinitely and agree that Sponsor shall be binding, jointly and severally, on Alset and the Surviving Corporation and all successors and assigns of Alset and the Surviving Corporation. In the event that Alset, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person or effects any division transaction, then, and in each such case, Alset and the Surviving Corporation shall ensure that proper provision shall be made so that the successors and assigns of Alset or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 7.5. The obligations of Alset and the Surviving Corporation under this Section 7.5 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director or officer of the Company or Alset, or other Person that may be a director or officer of the Company or Alset prior to the Effective Time, to whom this Section 7.5 applies without the consent of the affected Person. The rights of each Person entitled to indemnification or advancement hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Company articles of incorporation or bylaws or the Alset Organizational Documents, any other indemnification arrangement, any applicable law, rule or regulation or otherwise. The provisions of this Section 7.5 are expressly intended to benefit, and are enforceable by, each Person entitled to indemnification or advancement hereunder and their respective successors, heirs and representatives, each of whom is an express intended third-party beneficiary of this Section 7.077.5.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are covenants set forth in the bylaws Sections 8.2 through 8.7 of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required SID are incorporated herein by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closingreference. (b) On the Closing DateThe Parties agree that all rights to exculpation, each indemnification and advancement of expenses existing in favor of the Company and BCAC shall either (x) obtain a non-cancelable run-off current or former directors and officers “tail” insurance policy providing coverage that, taken of SPAC and each Person who served as a wholedirector, is no less favorable than officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of SPAC (the “D&O Indemnified Persons”) as provided in the SPAC’s organizational documents or under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage thatany indemnification agreements, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, shall survive the Closing and continue in either casefull force and effect in accordance with their respective terms to the extent permitted by applicable Law, for and Surviving SPAC and Parent shall honor all such rights to exculpation, indemnification, and advancement to the fullest extent permitted by Law. For a period of six (6) years after the SPAC Merger Effective Time, the Surviving SPAC shall, and Parent shall cause the Surviving SPAC to, ensure that the organizational documents of Surviving SPAC and its Subsidiaries contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the organizational documents SPAC to the extent permitted by applicable Law with regard to matters involving actual or alleged pre-Closing Dateacts, to provide insurance coverage for eventserrors, acts or omissions occurring on or prior to by any D&O Indemnified Persons. The provisions of this Section 7.04 shall survive the Closing Date for all persons who were directors or officers consummation of the Company or BCACTransactions and are intended to be for the benefit of, as applicableand shall be enforceable by, on or prior to each of the Closing DateD&O Indemnified Persons and their respective heirs and representatives. (c) BCAC For the benefit of each of SPAC’s directors and officers, SPAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or be permitted prior to the SPAC Merger Effective Time, whether asserted or claimed prior to, at or after Time to obtain and fully pay the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, premium for a “tail” insurance policy that provides coverage for up to a six-year period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On from and after the Closing Date, SPAC Merger Effective Time for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining events occurring prior to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after SPAC Merger Effective Time (the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law“D&O Tail Insurance”), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six For four (64) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were directors, officers, employees, fiduciaries the Surviving Corporation (or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard any successor to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation) shall indemnify, for a period of six (6) years after the Closing Date, to indemnify defend and hold harmless each present Indemnified Party against all losses, damages, Liabilities, costs, fees and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsLiabilities and amounts paid in settlement (PROVIDED, damages that any such settlement is effected with the written consent of Parent or liabilities incurred in connection with any Action the Surviving Corporation) arising out of actions or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, Time to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest full extent permitted under applicable Law)Missouri law, the terms of the Company's articles of incorporation and BCAC the by-laws and in any agreement, as in effect at the date hereof, PROVIDED, that, in the event any claim or claims are asserted or made within such four (4)-year period, all rights to indemnification in respect of any such claim or claims shall cause continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation, Corporation shall maintain the Company's existing officers' and directors' liability insurance coverage for a period of six not less than four (64) years after the Closing Effective Date, PROVIDED, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to honor all such indemnification agreements former directors or officers; PROVIDED, FURTHER, that in effect on no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this SECTION 6.8(b) in excess of one hundred fifty percent (150%) of the aggregate premiums paid by the Company in the twelve (12) months prior to the date of this Agreement. , on an annualized basis for such purpose; and PROVIDED, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this SECTION 6.8(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of one hundred fifty percent (d150%) On of the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory aggregate premiums paid by the Company in the twelve (12) months prior to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary date of this Section 7.07Agreement, on an annualized basis for such purpose.

Directors’ and Officers’ Indemnification. (a) To the fullest extent permitted under applicable law, from and after the Effective Time, Parent shall indemnify and hold harmless (and Parent shall also advance expenses to such persons as incurred; provided, that, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director and officer of Parent and any of its Subsidiaries (collectively, the “Indemnitees”) against any and all costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including the transactions contemplated hereby, to the same extent as provided in the Charter Documents of Parent in effect on the date hereof, provided, that, Parent shall not be required to provide indemnification to the Indemnitees with respect to claims initiated by the Indemnitee, and not by way of defense, counterclaim or cross claim, except for (i) actions or proceedings brought by an Indemnitee to establish a right under or to enforce an Indemnitee’s indemnification agreement, (ii) such actions approved by the Board of Directors of Parent, or (iii) as otherwise required under applicable Law; and provided further that Parent shall not be required to provide indemnification to any Indemnitee with respect to any claim finally determined to arise out of or relate to any fraud, willful misrepresentation or gross negligence of such Indemnitee. (b) For six years from the Effective Time, Parent shall maintain in effect for the benefit of the directors and officers of the Company and any of its Subsidiaries currently covered by the officers’ and directors’ liability insurance policy of Parent an insurance and indemnification policy of Parent that provides coverage for acts or omissions occurring on or prior to the Effective Time (the “D&O Insurance”) covering each such person on terms with respect to coverage and in amounts no less favorable in the aggregate than those of Parent’s directors’ and officers’ insurance policy in effect on the date of this Agreement; provided, however, that the Surviving Company shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the annual premium currently paid by Parent for such coverage; provided, further, that if the annual premiums for such insurance coverage exceed 250% of such annual premium, Parent shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. Parent may satisfy its obligations under this Section 7.8(b) by (i) purchasing a “tail” policy under Parent’s existing directors’ and officers’ insurance policy, that in either such case (A) has an effective term of six years from the Effective Time, (B) covers each director and officer currently covered by Parent’s or any of its subsidiaries’ directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Effective Time, and (C) contains substantially similar coverage and amounts and contains terms that are in the aggregate no less favorable in the aggregate, in each case, when compared to those of Parent’s directors’ and officers’ insurance policy in effect on the date of this Agreement or (ii) maintaining in effect, for the full term thereof, the directors’ and officers’ “tail” insurance policy of Parent that is in effect on the date of this Agreement. (c) The certificate of incorporation and bylaws of the Surviving Corporation Parent shall continue to contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification than are set forth in the bylaws certificate of incorporation and bylaws, respectively, of Parent, as of the Companydate hereof, unless any modification thereof shall be required by Law and then such modification shall be made only to the minimum extent required by such Law, which provisions shall not be amended, repealed or otherwise modified modified, except as provided in this Section 7.8(c), for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company Parent or BCAC, as applicable, on or prior to the Closing Dateany of its Subsidiaries. (cd) BCAC shall cause The provisions of this Section 7.8 are intended to be for the Surviving Corporationbenefit of, for a period of six and will be enforceable by, each Indemnitee, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (6e) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior Notwithstanding anything herein to the Effective Timecontrary, if any claim, action, suit, proceeding or investigation (whether asserted or claimed prior toarising before, at or after the Effective Time) is made against any Indemnitee or any other party covered by directors’ and officers’ liability insurance, on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this Section 7.8 shall continue in effect on until the date final disposition of this Agreement to indemnify such claim, action, suit, proceeding or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinvestigation. (df) On If Parent or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the Closing Datecontinuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)in each such case, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of Parent shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.8.

Directors’ and Officers’ Indemnification. (a) The certificate Parties agree that all rights to exculpation, indemnification and advancement of incorporation and bylaws expenses existing in favor of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement current or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off former directors and officers “tail” insurance policy providing coverage that, taken of AAO or Merger Sub and each Person who served as a wholedirector, is no less favorable than officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of AAO or Merger Sub (the “D&O Indemnified Persons”) as provided in their respective organizational documents or under such person’s policy as any indemnification, employment or other similar agreements between any D&O Indemnified Person and AAO or Merger Sub, in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy each case as in effect on the date of this Agreement, in either case, for a period of six (6) years after shall survive the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior and continue in full force and effect in accordance with their respective terms to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under by applicable Law, the Company Organizational Documents or any . Such rights shall include indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACdamages, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreementsliabilities, whether asserted or claimed prior to, at to or after the ClosingEffective Time and whether the claim involves the enforcement of the terms of this Section 7.5(a). For a period of six (6) years after the Effective Time, AAO shall cause the Amended Charter and the Surviving Corporation Articles of Incorporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the AAO Organizational Documents to the fullest extent permitted by applicable Law Law. The provisions of this Section 7.5 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.. (including b) For the advancing benefit of expenses as incurred AAO’s and Merger Sub’s directors and officers, AAO shall be permitted prior to the fullest extent permitted under applicable Law)Effective Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than AAO’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, AAO shall maintain the D&O Tail Insurance in full force and effect, and providedcontinue to honor the obligations thereunder, that the foregoing and AAO shall not apply timely pay or caused to be paid all premiums with respect to the intentional misconduct or fraud of Sponsor. D&O Tail Insurance. (c) Notwithstanding anything herein contained in this Agreement to the contrary, this Section 7.5 shall survive the parties expressly acknowledge consummation of the Merger indefinitely and agree that Sponsor shall be binding, jointly and severally, on AAO and the Surviving Corporation and all successors and assigns of AAO and the Surviving Corporation. In the event that AAO, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person or effects any division transaction, then, and in each such case, AAO and the Surviving Corporation shall ensure that proper provision shall be made so that the successors and assigns of AAO or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 7.5. The obligations of AAO and the Surviving Corporation under this Section 7.5 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director or officer of the Company or AAO, or other Person that may be a director or officer of the Company or AAO prior to the Effective Time, to whom this Section 7.5 applies without the consent of the affected Person. The rights of each Person entitled to indemnification or advancement hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Company articles of incorporation or bylaws or the AAO Organizational Documents, any other indemnification arrangement, any applicable law, rule or regulation or otherwise. The provisions of this Section 7.5 are expressly intended to benefit, and are enforceable by, each Person entitled to indemnification or advancement hereunder and their respective successors, heirs and representatives, each of whom is an express intended third-party beneficiary of this Section 7.077.5.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six For four (64) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were directors, officers, employees, fiduciaries the Surviving Corporation (or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard any successor to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation) shall indemnify, for a period of six (6) years after the Closing Date, to indemnify defend and hold harmless each present Indemnified Party against all losses, damages, Liabilities, costs, fees and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsLiabilities and amounts paid in settlement (provided, damages that any such settlement is effected with the written consent of Parent or liabilities incurred in connection with any Action the Surviving Corporation) arising out of actions or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, Time to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest full extent permitted under applicable Law)Missouri law, the terms of the Company's articles of incorporation and BCAC the by-laws and in any agreement, as in effect at the date hereof, provided, that, in the event any claim or claims are asserted or made within such four (4)-year period, all rights to indemnification in respect of any such claim or claims shall cause continue until disposition of any and all such claims. (b) Parent or the Surviving Corporation, Corporation shall maintain the Company's existing officers' and directors' liability insurance coverage for a period of six not less than four (64) years after the Closing Effective Date, provided, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to honor all such indemnification agreements former directors or officers; provided, further, that in effect on no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 6.8(b) in excess of one hundred fifty percent (150%) of the aggregate premiums paid by the Company in the twelve (12) months prior to the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, on an annualized basis for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), such purpose; and provided, further, that if Parent or the foregoing Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.8(b) for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not apply in excess of one hundred fifty percent (150%) of the aggregate premiums paid by the Company in the twelve (12) months prior to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary date of this Section 7.07Agreement, on an annualized basis for such purpose.

Directors’ and Officers’ Indemnification. (a) The certificate From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless, to the same extent and upon the terms and conditions provided in the Company Charter or the Company's Bylaws, each as in effect on the date hereof, and in each case to the full extent permitted under the DGCL, the present and former officers and directors of incorporation and bylaws the Company (collectively, the "Indemnified Parties") against all losses, expenses, claims, damages, liabilities or amounts paid in settlement with the approval of the Surviving Corporation (which approval shall contain provisions no less favorable not unreasonably be withheld) in connection with respect to indemnificationany claim, advancement action, suit, proceeding or expense reimbursement than are set forth investigation based in whole or in part on the bylaws fact that such person is or was a director or officer of the Company, which provisions Company and arising out of actions or omissions occurring in connection with the transactions contemplated by this Agreement. (b) The Surviving Corporation shall maintain in effect for not be amended, repealed or otherwise modified for a period of less than six (6) years from the Effective Time the policies of the directors' and officers' liability insurance most recently maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous for so long as such substitution does not result in any manner that would affect adversely the rights thereunder of individuals who, at gaps or lapses in coverage) with respect to matters occurring prior to the Effective TimeTime to the extent available; provided, were directorshowever, officers, employees, fiduciaries or agents of that (i) in no event shall the Company, unless such modification shall Surviving Corporation be required to expend more than an amount per year equal to 150% of current annual premiums paid by applicable Law. On the Company (the "Premium Amount") to maintain or procure insurance coverage pursuant hereto and after the Closing Date, for a period of no less than six (6ii) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior event the Surviving Corporation is unable to Closing. (b) On obtain the Closing Dateinsurance called for by this Section 6.05(b), each of the Company and BCAC shall either (x) Surviving Corporation will obtain a non-cancelable run-off directors and officers “tail” as much comparable insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on available for the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing DatePremium Amount per year. (c) BCAC This Section 6.05 is intended to be for the benefit of, and shall cause be enforceable by, the Indemnified Parties, their heirs and personal representatives, and shall be binding on the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify Corporation and hold harmless each present its respective successors and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementassigns. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC Parent shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, Company to agree that it will indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company or any of its subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages damages, liabilities or liabilities awards paid in settlement incurred in connection with any Action actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of of, relating to or pertaining to in connection with matters existing or occurring at or prior to the Effective Time (including the fact that such Person is or was a director or officer of the Company or any of its subsidiaries or any acts or omissions occurring or alleged to occur prior to the Effective Time), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement Laws of the Cayman Islands and its Memorandum of Association in effect on the date of this Agreement to indemnify such Person (and Parent or exculpate such person the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the advancing defense of any Proceeding, including any expenses as incurred in successfully enforcing such Person’s rights under this ‎Section 6.9; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification pursuant to this ‎Section 6.9); provided further that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under the Laws of the Cayman Islands and the Company’s Memorandum of Association shall be made by independent counsel selected by the Surviving Company. In the event of any such Proceeding (x) neither Parent nor the Surviving Company shall settle, compromise or consent to the fullest extent permitted under applicable Lawentry of any judgment in any Proceeding in which indemnification has been sought by such Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), (y) the Surviving Company shall reasonably cooperate with the Indemnified Party in the defense of any such matter and BCAC (z) the Indemnified Party shall not settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification has been sought by such Indemnified Party hereunder without the prior written consent of Parent or the Surviving Company (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Any Indemnified Party wishing to claim indemnification under this ‎Section 6.9, upon learning of any such Proceeding, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Company of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the indemnifying Party. (c) Parent agrees to cause the Surviving CorporationCompany to honor and perform the obligations under any indemnification provision and any exculpation provision in the Company’s Memorandum of Association. The provisions in the Surviving Company’s memorandum and articles of association with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers shall be no less favorable to such directors and officers than such provisions contained in the Company’s Memorandum of Association in effect as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing DateEffective Time in any manner that would adversely affect the rights thereunder of any such individuals except as required by applicable Law. If Parent or the Surviving Company or any of their respective successors or assigns (i) shall consolidate or amalgamate with or merge into any other corporation or entity and shall not be the continuing, merged or surviving company or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to honor any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company shall assume all such indemnification agreements of the obligations set forth in effect on the date of this Agreement‎Section 6.9. (d) On The provisions of this ‎Section 6.9 shall survive the Closing DateMerger and, BCAC shall enter into customary indemnification agreements reasonably satisfactory to following the Company with the post-Closing directors and officers of BCAC and the Surviving CorporationEffective Time, which indemnification agreements shall continue are intended to be effective following for the Closingbenefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and representatives. (e) On and after The rights of the Closing Date, for a period Indemnified Parties under this ‎Section 6.9 shall be in addition to any rights such Indemnified Parties may have under the Memorandum of six (6) years after Association of the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless Company or the Sponsor, comparable governing instruments of any of its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACsubsidiaries, or its control under any applicable Contracts or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07Laws.

Directors’ and Officers’ Indemnification. (a) The Parent shall cause the Surviving Corporation to keep in effect in its certificate of incorporation and bylaws of by-laws and the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate certificates of incorporation and bylaws with by-laws (or other comparable documents) of each of its Subsidiaries, provisions no less favorable with respect to indemnification, advancement, expense reimbursement, providing for mandatory exculpation and exculpation, than are set forth in indemnification of the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each officers and directors of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred Subsidiaries to the fullest extent permitted under applicable Law), law. This Section 4.13 shall be binding upon all successors and BCAC shall cause the Surviving Corporation, for a period assigns of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC Parent and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (eb) On The Company may, prior to the Effective Time, acquire "tail coverage" directors' and after the Closing Date, for a period of six officers' liability insurance (6or extend existing policies) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present with respect to claims against current and former directors and officers against any costs of the Company arising from facts, events, acts or expenses omissions which occurred at or prior to the Effective Time (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments transactions contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law Agreement) for a period (including renewals) of up to six years following the advancing of expenses as incurred Effective Time on terms no less favorable to such directors and officers than under the fullest extent permitted under applicable Law), and Company's current policies; provided, that in no event shall the foregoing annual premium for such policy exceed two hundred percent (200%) of the annual premium expended by the Company for such coverage as of the date hereof (and Parent shall not apply pay or cause to be paid any premiums that come due during such period after the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein Effective Time); provided, further, that the Company shall consult with Parent prior to purchasing any such insurance and, if requested by Parent, shall allow Parent the contrary, opportunity to acquire insurance meeting the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary same requirements of this Section 7.07clause (b) in lieu of purchasing such insurance directly. (c) Following the Effective Time, Parent shall provide individuals who are former officers or directors of the Company who become officers or directors of Parent with the benefit of the same insurance policies and indemnities as are made available to other directors and officers of Parent or its Subsidiaries.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; PROVIDED, THAT the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the "INDEMNIFIED PARTIES") against any and all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including the Transactions, to the same extent as provided in the certificate of incorporation or bylaws of the Company, or any other applicable contract, in effect on the date hereof. (b) For six years from the Effective Time, the Surviving Corporation shall maintain in effect for the benefit of the directors and officers of the Company currently covered by the officers' and directors' liability insurance policies of the Company an insurance and indemnification policy with an insurer with a Standard & Poor's rating of at least A that provides coverage for acts or omissions occurring prior to the Effective Time (the "D&O INSURANCE") covering each such person on terms with respect to coverage and in amounts no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement; PROVIDED, HOWEVER, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium currently paid by the Company for such coverage; PROVIDED, FURTHER, that if the annual premiums for such insurance coverage exceed 300% of such annual premium, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Surviving Corporation may satisfy its obligations under this SECTION 7.04(b) by purchasing a "tail" policy from an insurer with a Standard & Poor's rating of at least A under the Company's existing directors' and officers' insurance policy, that (i) has an effective term of six years from the Effective Time, (ii) covers each director and officer currently covered by the Company's directors' and officers' insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Effective Time, and (iii) contains terms that are no less favorable than those of the Company's directors' and officers' insurance policy in effect on the date of this Agreement. (c) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification than are set forth in the bylaws certificate of incorporation and bylaws, respectively, of the Company, unless any modification thereof shall be required by Law and then such modification shall be made only to the minimum extent required by such Law, which provisions shall not be amended, repealed or otherwise modified modified, except as provided in this SECTION 7.04(c), for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Dateany of its Subsidiaries. (cd) BCAC shall cause The provisions of this SECTION 7.04 are intended to be for the Surviving Corporationbenefit of, for a period of six and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (6e) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior Notwithstanding anything herein to the Effective Timecontrary, if any claim, action, suit, proceeding or investigation (whether asserted or claimed prior toarising before, at or after the Effective Time) is made against any Indemnified Party or any other party covered by directors' and officers' liability insurance, on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this SECTION 7.04 shall continue in effect on until the date final disposition of this Agreement to indemnify such claim, action, suit, proceeding or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinvestigation. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and If the Surviving CorporationCorporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)in each such case, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of the Surviving Corporation shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.07SECTION 7.04.

Directors’ and Officers’ Indemnification. (a) For a period six (6) years from and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company under any indemnification agreements between the Company and its directors and officers in effect immediately prior to the Effective Time (the "COMPANY INDEMNIFIED PARTIES") and any indemnification provisions under the Company Charter Documents as in effect on the date hereof to the maximum extent permitted by applicable law. The certificate Certificate of incorporation and bylaws Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than exculpation and indemnification that are set forth at least as favorable to the Company Indemnified Parties as those contained in the bylaws of Company Charter Documents as in effect on the Companydate hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at or immediately prior to the Effective Time, were directors, officers, employees, fiduciaries employees or agents of the Company, unless such modification shall be is required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closinglaw. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six (6) years from and after the Closing DateEffective Time, Parent shall cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy in an amount and on terms no less advantageous, when taken as a whole, to provide those applicable to the current directors and officers of the Company; PROVIDED, HOWEVER, that in no event shall Parent or the Surviving Corporation be required to expend an annual premium for such coverage in excess of 150% of the annual premium currently paid by the Company under its directors' and officer's liability insurance policy in effect as of the date hereof, and if the cost for such coverage is in excess of such amount, the Surviving Corporation shall only be required to maintain such coverage as is available for eventssuch amount; and PROVIDED FURTHER, acts HOWEVER, that notwithstanding the foregoing, Parent may fulfill its obligations under this SECTION 6.13(b) by purchasing a policy of directors' and officers' insurance approved in advance by the Company, or a "tail" policy under the Company's existing directors' and officers' insurance policy, in either case which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by the Company's directors' and officers' insurance policy in effect as of the date hereof and only for actions and omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to(iii) contains terms and conditions (including, at or after the Effective Timewithout limitation, coverage amounts) that are no less advantageous, when taken as a whole, to the fullest extent that the Company would have been permitted under those applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing current directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the ClosingCompany. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws organizational documents of the Companyapplicable D&O Indemnified Parties (as defined below), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries current or agents former directors and officers of the Company, IAC or Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company, IAC or Merger Sub (collectively, “D&O Indemnified Parties”), unless such modification shall be required by applicable Law. On From and after the Closing DateEffective Time, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC IAC agrees that it shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers D&O Indemnified Parties against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACclaim, action, suit, proceeding or its control investigation, whether civil, criminal, administrative or ability to influence BCACinvestigative, and further arising out of or pertaining to matters existing or occurring at or prior to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company, IAC or Merger Sub, as applicable, would have been permitted by under applicable Law Law, any indemnification agreements between the Company, IAC or Merger Sub and such D&O Indemnified Parties, the organizational documents of the applicable entity in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). (b) From the date hereof, and for a period of six years from the Effective Time, IAC shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (true, correct and complete copies of which have been heretofore made available to IAC or its agents or Representatives in the Virtual Data Room) or IAC’s directors’ and officers’ liability insurance policy in effect prior to the Closing, in each case, on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) IAC may cause coverage to be extended under the foregoing shall current directors’ and officers’ liability insurance of the Company or IAC by obtaining a six-year “tail” policy at prevailing market rates containing terms not apply materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the intentional misconduct Effective Time and (ii) if any claim is asserted or fraud made within such six-year period, any insurance required to be maintained under this Section 7.06(b) shall be continued in respect of Sponsor. Notwithstanding anything herein such claim until the final disposition thereof. (c) On the Closing Date, to the contraryextent not already entered into, IAC shall enter into customary indemnification agreements reasonably satisfactory to each of the parties expressly acknowledge Company and agree that Sponsor IAC with the post-Closing directors and officers of IAC, which indemnification agreements shall continue to be an express third-party beneficiary of this Section 7.07effective following the Closing.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions no less favorable with respect to indemnification, advancement or expense reimbursement than indemnification that are set forth forth, as of the date of this Agreement, in the certificate of incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, who at or at any time prior to the Effective Time, Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company From and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing DateEffective Time, to provide insurance coverage for eventsParent, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause WAG and the Surviving Corporation, for a period of six (6) years after the Closing Date, to Corporation shall indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company (the "INDEMNIFIED PARTIES"), against any costs or expensesexpenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement Delaware law and under its charter documents as in effect on the date of this Agreement hereof to indemnify or exculpate such person (including the advancing of Indemnified Parties, and WAG and Parent shall also advance expenses as incurred to the fullest extent permitted under Delaware law upon receipt from the applicable Law), and BCAC shall cause Indemnified Party to whom expenses are to be advanced of an undertaking to repay such advances if it is ultimately determined such person is not entitled to indemnification. (c) In the event that either of the Surviving Corporation, Parent or WAG or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of Parent, WAG or the Surviving Corporation, as applicable, will assume the obligations thereof set forth in this Section 7.04. (d) The provisions of this Section 7.04 (i) are intended to be for a period of the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) For six (6) years after the Closing DateEffective Time, WAG or the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to honor all the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such indemnification agreements coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof, provided that WAG may substitute therefor policies of WAG or the Parent Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall WAG or the Surviving Corporation be required to pay aggregate premiums for insurance under this AgreementSection 7.04(e) in excess of 150% of the aggregate premiums paid by the Company in 1997 on an annualized basis for such purpose; and, provided further, that if WAG or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.04(e) for such aggregate premium, then WAG or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium equal to 150% of the 1997 premium. (df) On the Closing Date, BCAC WAG shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and cause the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement Corporation or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, successor thereto to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted comply with its obligations under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.077.04.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of ---------------------------------------- Company agrees that, for the six-year period immediately following the Effective Time, it or the Surviving Corporation shall contain provisions no less favorable with respect to indemnificationindemnify each Person who is now, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in has been at any manner that would affect adversely the rights thereunder of individuals who, at or time prior to the Effective Timedate hereof, were directors, officers, employees, fiduciaries a director or agents officer of the CompanyCompany or of any Company Subsidiary or a Person entitled to indemnification (individually a "Covered Party," and collectively the "Covered Parties"), unless such modification shall be required by applicable Law. On to the ------------- --------------- same extent and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate same manner as is now provided in the respective Certificate of incorporation Incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each By-laws of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as Company Subsidiaries in effect on the date of this Agreement hereof, with respect to any claims and/or Damages (as defined below) based in whole or (y) otherwise provide coverage thatin part on, taken as a wholeor arising in whole or in part out of, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters matter existing or occurring at or prior to the Effective Time. (b) The Company agrees that, whether asserted or claimed prior to, at or after for the three-year period immediately following the Effective Time, it or the Surviving Corporation shall maintain in effect the director and officer insurance coverage on terms substantially no less advantageous to the fullest extent that insureds than the director and officer insurance coverage currently maintained by the Company would have been permitted under applicable Lawfor the Covered Parties; provided, -------- however, that in the event the annual premium for such coverage exceeds an ------- amount equal to twice the aggregate annual premiums currently paid by the Company and the Company Subsidiaries for such coverage, the Company Organizational Documents or any indemnification agreement in effect on Surviving Corporation shall notify the date of this Agreement Covered Parties who shall then elect as a group either (i) to indemnify or exculpate such person (including continue coverage under the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause policy then maintained by the Surviving Corporation, for a period in which event each of six the Covered Parties shall be severally (6but not jointly) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory liable to the Surviving Corporation for their pro rata share of such excess, or (ii) to seek coverage from another carrier, in which event the Surviving Corporation shall reimburse the Covered Parties the cost of such alternate coverage up to an amount equal to twice the aggregate annual premiums currently paid by the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the ClosingCompany Subsidiaries for such coverage. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) For ---------------------------------------- five years after the Closing Date, to provide insurance coverage for eventsBuyer shall, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC and shall cause the Surviving CorporationCorporation to, for a period of six (6) years after the Closing Dateindemnify, to indemnify defend and hold harmless each the present and former directordirectors, officerofficers, employee, fiduciaries or employees and agents of the Company Seller or any Seller Subsidiary (each, an "Indemnified Party") against any costs or expenses, judgments, fines, losses, claims, damages or all liabilities incurred in connection with any Action arising out of actions or pertaining to matters existing or omissions occurring at or prior to the Effective TimeTime (including, whether asserted or claimed prior towithout limitation, at or after the Effective Time, transactions contemplated by this Agreement) to the fullest extent that such persons are indemnified under the Company would have been permitted under applicable LawDGCL or by virtue of the Certificate or Articles of Incorporation, as the Company Organizational Documents case may be, Charter or any indemnification agreement Bylaws in the form in effect on at the date of this Agreement for Seller or any Seller Subsidiary, including provisions relating to indemnify or exculpate such person (including the advancing advances of expenses as incurred in the defense of any such litigation. If Buyer or the Surviving Corporation or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, proper provisions shall be made so that the successors and assigns of Buyer or the Surviving Corporation shall assume the obligations set forth in this Section. To the extent that Seller's existing directors' and officers' liability insurance policy would provide coverage for any action or omission occurring prior to the fullest extent permitted under applicable Law)Effective Time, and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, Seller agrees to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory give proper notice to the Company with the post-Closing directors insurance carrier and officers to Buyer of BCAC a potential claim thereunder so as to preserve Seller's rights to such insurance coverage. Seller may purchase up to three years' tail coverage under its existing directors' and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On officers' liability insurance policy on such terms and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses provisions as incurred to the fullest extent permitted under applicable Law), and provided, Seller deems appropriate provided that the foregoing total cost thereof shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07exceed $15,000.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from following the Effective Time Time, Parent shall, and Parent shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or exculpation existing in favor of, and all limitations on the personal liability of, any manner that would affect adversely Person who is now, or has been at any time prior to the rights thereunder of individuals whodate hereof, at or who becomes prior to the Effective Time, were directorsa director, officersofficer, employeesemployee, fiduciaries fiduciary or agents agent of the Company or any of the Subsidiaries under the Charter Documents or in any indemnification agreements in effect as of the date hereof and set forth in Section 5.7 of the Disclosure Schedule to the fullest extent permitted by applicable Legal Requirements (each, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”). Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of the Surviving Corporation for any specified period following the Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made as of the date hereof by any director or officer of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Prior to the Closing DateEffective Time, each of the Company shall purchase (and BCAC shall either (xpay in full all premiums on) obtain a non-cancelable run-off an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers “tail” insurance policy providing on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after following the Closing Date, Effective Time of not less than the existing coverage and have other terms not materially less favorable to provide the insured Persons than the directors’ and officers’ liability insurance coverage for eventspresently maintained by the Company and any premiums with respect to such policy shall be Third Party Expenses hereunder. After the Effective Time, acts Parent and the Surviving Corporation shall maintain such policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that Parent and the Surviving Corporation shall have no obligation to pay premiums or omissions occurring on or any other amounts with respect to such policy. In addition, prior to the Closing Date for all persons who were directors or officers of Effective Time, the Company or BCAC, as applicable, on or shall purchase (which expense shall not be a Third Party Expense) a single premium tail coverage policy with respect to the Company’s current errors and omissions insurance policies that provides coverage for events occurring prior to the First Effective Time (the “Errors and Omissions Insurance”) for a period of sixty (60) months following the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred Notwithstanding anything in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify the contrary, the obligations under this Section 5.7 shall not be terminated or exculpate modified in such person a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.7 applies without the consent of such affected D&O Indemnified Party (including it being expressly agreed that the advancing of expenses as incurred D&O Indemnified Parties to the fullest extent permitted under applicable Law), and BCAC whom this Section 5.7 applies shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date be third party beneficiaries of this AgreementSection 5.7 and shall be entitled to enforce the covenants contained herein). (d) On In the Closing Dateevent that, BCAC following the Effective Time, Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall enter into customary indemnification agreements reasonably satisfactory not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person or (iii) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the Company with extent necessary, proper provision shall be made so that either the post-Closing directors successors and officers assigns of BCAC and Parent or the Surviving Corporation, which indemnification agreements as the case may be, shall continue to be effective following assume the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred obligations set forth in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.075.7.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from following the First Merger Effective Time Time, Parent shall, and Parent shall cause the Second Merger Surviving Entity or its successor to, fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or exculpation existing in favor of, and all limitations on the personal liability of, any manner that would affect adversely the rights thereunder of individuals whoPerson who is now, or has been at or any time prior to the date hereof, or who becomes prior to the First Merger Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries fiduciary or agents agent of the Company against or any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after Subsidiaries under the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Charter Documents or in any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on as of the date hereof and set forth in Section 5.7 of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, Disclosure Schedule to the fullest extent permitted by applicable Law Legal Requirements (including each, a “D&O Indemnified Party” and collectively, the advancing “D&O Indemnified Parties”). Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of expenses the Second Merger Surviving Entity for any specified period following the First Merger Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made as incurred of the date hereof by any director or officer of the Company. (b) Prior to the fullest extent permitted First Merger Effective Time, the Company shall purchase (and pay in full all premiums on) an extended reporting period endorsement under applicable Law)the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage for six (6) years following the First Merger Effective Time of not less than the existing coverage and have other terms not materially less favorable to the insured Persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company and any premiums with respect to such policy shall be Third Party Expenses hereunder. After the First Merger Effective Time, Parent and the Second Merger Surviving Entity shall maintain such policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that Parent and the foregoing Second Merger Surviving Entity shall not apply have no obligation to the intentional misconduct pay premiums or fraud of Sponsor. any other amounts with respect to such policy. (c) Notwithstanding anything herein in this Agreement to the contrary, the parties obligations under this Section 5.7 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.7 applies without the consent of such affected D&O Indemnified Party (it being expressly acknowledge and agree agreed that Sponsor the D&O Indemnified Parties to whom this Section 5.7 applies shall be an express third-third party beneficiary beneficiaries of this Section 7.075.7 and shall be entitled to enforce the covenants contained herein). (d) In the event that, following the Second Merger Effective Time, Parent or the Second Merger Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person or (iii) commences a dissolution, liquidation, assignment for the benefit of creditors or similar action, then, and in each such case, to the extent necessary, proper provision shall be made so that either the successors and assigns of Parent or the Second Merger Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 5.7.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation formation and bylaws the limited liability company agreement of the Surviving Corporation Company shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement of the current or former directors, officers, employees or agents of the Company and its subsidiaries than are set forth in the bylaws Company Organizational Documents as in effect as of the Companydate hereof, and the Surviving Company shall cause the organizational documents of the Company Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement of the current and former directors, officers, employees or agents of the Company Subsidiaries than are set forth in the organizational documents of the Company Subsidiaries as in effect as of the date hereof, which provisions shall shall, in each case, not be amended, repealed or otherwise modified for a period of six (6) years from the Second Company Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Second Company Merger Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany or the Company Subsidiaries (the “D&O Indemnitees”) covered thereby, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Each of Parent and the Surviving Company shall purchase (which shall be paid for in full by the Surviving Company) and have in place at the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” or “runoff” policy (the “D&O Tail Policies”) providing directors’ and officers’ liability insurance policy providing coverage thatfor the benefit of those persons who are covered by the directors’ and officers’ liability insurance policies maintained by Parent or the Company, taken respectively, as a wholeof the Closing with respect to matters occurring prior to the Second Company Merger Effective Time. The D&O Tail Policies shall provide for terms with respect to coverage, is deductibles and amounts that are no less favorable than under such person’s those of the applicable policy as in effect on immediately prior to the date Second Company Merger Effective Time for the benefit of this Agreement or (y) otherwise provide coverage thatParent’s and the Company’s directors and officers, taken as a whole, is at least as favorable than such person’s policy as and shall remain in effect on for the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a year period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (ec) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary The provisions of this Section 7.079.08 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee, his or her heirs, and his or her Representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract, agreement, or otherwise. (d) In the event that the Surviving Company, the Company Subsidiaries, Parent, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, the Surviving Company shall use commercially reasonable efforts to ensure that the successors and assigns of the Surviving Company or such Company Subsidiary or Parent, as the case may be, shall assume, at and as of the closing of the applicable transaction referred to in this Section 9.08(d), all of the obligations set forth in this Section 9.08. (e) The obligations of the Surviving Company under this Section 9.08 shall not be terminated or modified in such a manner as to materially and adversely affect and D&O Indemnitee to whom this Section 9.08 applies without the consent of the affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitee to whom this Section 9.08 applies shall be third party beneficiaries of this Section 9.08.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws by-laws of the Surviving Corporation following the Merger shall contain provisions no less favorable substantially similar with respect to indemnification, advancement or expense reimbursement than are elimination of the personal liability and indemnification to those set forth in the bylaws certificate of incorporation of the CompanyCompany immediately prior to the Effective Time and the by-laws of the Company immediately prior to the Effective Time, which provisions respectively, and Parent shall cause the Surviving Corporation not be amendedto amend, repealed repeal, or otherwise modified modify such provisions for a period of six (6) years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, who at or prior to the Effective Time, Time were directors, officers, employeesagents, fiduciaries or agents employees of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period Company or any of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closingits Subsidiaries. (b) On Parent shall cause the Closing Date, each Surviving Corporation to maintain in effect for six years from the Effective Time policies of directors' and officers' liability insurance containing terms and conditions which are not materially less advantageous than those policies maintained by the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that available, and having at least the same amount of coverage as the current directors' and officers' liability insurance of the Company, as provided by the Company would have been permitted under applicable Lawto Parent; provided that (i) the Surviving Corporation shall not be required to spend an amount in any year in excess of 200% of the annual aggregate premiums currently paid by the Company for such insurance; and provided further, that if the annual premiums of such insurance coverage exceed such amount, the Company Organizational Documents or any indemnification agreement Surviving Corporation shall be obligated to obtain a policy with the best coverage available in effect on the date reasonable judgment of this Agreement to indemnify or exculpate such person (including the advancing board of expenses as incurred to directors of Parent following the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving CorporationMerger, for a period cost not exceeding such amount; and (ii) such policies may in the sole discretion of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to Corporation be effective following the Closing. (e) On and after the Closing Date, one or more "tail" policies for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement all or any Ancillary Agreements, whether asserted or claimed prior to, at or after portion of the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07full six year period.

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any and all costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission or matters existing or occurring at or prior to the Effective Time, including the Transactions, to the same extent as provided in the certificate of incorporation or bylaws of the Company in effect on the date hereof. (b) For six years from the Effective Time, the Surviving Corporation and any of its Subsidiaries, as applicable, shall maintain in effect for the benefit of the directors and officers of the Company or such Subsidiary currently covered by the officers’ and directors’ liability insurance policies of the Company or such Subsidiary an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for acts or omissions occurring at or prior to the Effective Time (the “D&O Insurance”) covering each such person on terms with respect to coverage and in amounts no less favorable in the aggregate than those of the Company’s or such Subsidiary’s directors’ and officers’ insurance policy in effect on the date of this Agreement; provided, however, that the Surviving Corporation or its Subsidiary shall not be required to pay an annual premium for the D&O Insurance in excess of 200% of the annual premium currently paid by the Company or such Subsidiary for such coverage; provided, further, that if the annual premiums for such insurance coverage exceed 200% of such annual premium, the Surviving Corporation or its Subsidiary shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. Each of the Surviving Corporation and its Subsidiaries may satisfy its obligations under this Section 7.03(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s or the applicable Subsidiary’s existing directors’ and officers’ insurance policy, that (i) has an effective term of six years from the Effective Time, (ii) covers each director and officer currently covered by the Company’s or the applicable Subsidiary’s directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring at or prior to the Effective Time, and (iii) contains terms that are no less favorable in the aggregate than those of the Company’s or the applicable Subsidiary’s directors’ and officers’ insurance policy in effect on the date of this Agreement. (c) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement indemnification than are set forth in the bylaws certificate of incorporation and bylaws, respectively, of the Company, unless any modification thereof shall be required by Law and then such modification shall be made only to the minimum extent required by such Law, which provisions shall not be amended, repealed or otherwise modified modified, except as provided in this Section 7.03(c), for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Dateany of its Subsidiaries. (cd) BCAC The provisions of this Section 7.03 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement is intended to, shall cause be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 7.03 is not prior to, or in substitution for, any such claims under any such policies. From and after the Effective Time, the Surviving CorporationCorporation shall honor, for a period of six (6) years after the Closing Datein accordance with their terms, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of all indemnification agreements with the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or effect immediately prior to the Effective TimeTime that are applicable to Indemnified Parties. (e) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether asserted or claimed prior toarising before, at or after the Effective Time) is made against any Indemnified Party or any other party covered by directors’ and officers’ liability insurance, on or prior to the fullest extent that sixth anniversary of the Company would have been permitted under applicable LawEffective Time, the Company Organizational Documents or any indemnification agreement provisions of this Section 7.03 shall continue in effect on until the date final disposition of this Agreement to indemnify such claim, action, suit, proceeding or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinvestigation. (df) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and If the Surviving CorporationCorporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees)in each such case, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of the Surviving Corporation shall not apply to assume the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations set forth in this Section 7.077.03.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation Parent and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect Merger Sub agree that all rights to indemnification, advancement indemnification for acts or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from omissions occurring prior to the Effective Time in any manner that would affect adversely favor of the rights thereunder current or former directors and officers of individuals whothe Acquired Companies (the “Covered Parties”) as provided in the Charter Documents in effect as of the date of this Agreement and the indemnification agreements identified on Part 2.10(a)(iv) shall survive the Merger and shall continue in full force and effect in accordance with their terms for at least six years following the Effective Time, at or and Parent shall cause the Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by applicable Legal Requirements. (b) The Company shall obtain a six year “tail” policy (the “D&O Tail Policy”) under the Company’s existing directors’ and officers’ liability insurance policy (the cost of which shall be included in the calculation of Transaction Expenses, even if paid by the Company prior to the Effective Time) covering any Person who is now, were directorsor has been at any time prior to the date hereof a director, officers, employees, fiduciaries or agents officer of the Company and who are currently covered by the Company’s existing directors’ and officers’ liability insurance policies (the “D&O Indemnified Persons”) and Parent shall, unless or shall cause the Surviving Company to, take such modification actions as may be required to maintain such D&O Tail Policy; (c) The covenants contained in this Section 5.7 are intended to be for the benefit of, and shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Dateenforceable by, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, Covered Parties and their respective present heirs and former directors legal representatives and officers against shall not be deemed exclusive of any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability other rights to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreementswhich a Covered Party is entitled, whether asserted pursuant to law, contract or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsorotherwise. Notwithstanding anything herein in this Agreement to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of obligations under this Section 7.075.7 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 5.7 applies without the consent of such affected D&O Indemnified Person.

Directors’ and Officers’ Indemnification. (a) The certificate From and after the Closing, Buyer shall, and shall cause the Target Companies and their Subsidiaries to, maintain provisions of incorporation and bylaws their respective Organizational Documents that, for each individual, who at Closing, is a manager, director or officer of the Surviving Corporation shall contain provisions no less Target Companies or any of their Subsidiaries, are at least as favorable in the aggregate with respect to indemnification, advancement or expense reimbursement than are set forth in indemnification and exculpation of such individual as those provisions under the bylaws Organizational Documents of the CompanyTarget Companies and their Subsidiaries, which provisions as applicable, are in effect as of the date hereof. From and after the Closing, Buyer shall not assume, be amendedliable for and honor, repealed or otherwise modified guaranty and stand surety for, and shall cause the Target Companies and their Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 10.06(a) for a period of six (6) years from following the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Prior to or at the Closing DateClosing, each the Target Companies shall deliver to Buyer evidence of the Company purchase and BCAC shall either (x) obtain underwriting of a non-cancelable run-off directors and officers “tail” managers’, directors’ and officers’ liability insurance policy providing to be effective as of the Closing until the date that is six (6) years after the Closing Date (“D&O Insurance”) covering acts or omission occurring prior to the Closing Date with respect to those Persons who are currently covered by the Target Companies’ or their Subsidiaries’ managers’, directors’ or officers’ liability insurance policy on terms with respect to such coverage that, taken as a whole, is and amounts no less favorable than under those of such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement; provided, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and providedhowever, that the foregoing aggregate premiums with respect to such D&O Insurance shall not apply to exceed 200% of the intentional misconduct or fraud current annual premium of Sponsorthe Target Companies and their Subsidiaries’ existing directors’ and officers’ liability insurance policies. Notwithstanding anything herein to the contraryThe fees, the parties expressly acknowledge costs and agree that Sponsor expenses of such D&O Insurance shall be an express thirdborne one-party beneficiary of this Section 7.07half (50%) by THP as a Target Company Transaction Expense and one-half (50%) by Buyer.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation and the New Operating Agreement shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws Organizational Documents of the Companyapplicable D&O Indemnified Parties (as defined below), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries current or agents former directors and officers of the Company, Ackrell, Newco or Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company, Ackrell, Newco or Merger Sub (collectively, “D&O Indemnified Parties”), unless such modification shall be required by applicable Law. On From and after the Closing DateEffective Time, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC Newco agrees that it shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers D&O Indemnified Parties against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACclaim, action, suit, proceeding or its control investigation, whether civil, criminal, administrative or ability to influence BCACinvestigative, and further arising out of or pertaining to matters existing or occurring at or prior to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, Effective Time whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company, Ackrell, Newco or Merger Sub, as applicable, would have been permitted by under applicable Law Law, any indemnification agreements between the Company, Ackrell, Newco or Merger Sub and such D&O Indemnified Parties, the organizational documents of the applicable entity in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). (b) From the date hereof, and for a period of six years from the Effective Time, Newco shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (true, correct and complete copies of which have been heretofore made available to Ackrell or its agents or Representatives in the Virtual Data Room) or Ackrell’s directors’ and officers’ liability insurance policy in effect prior to the Closing, in each case, on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) Newco may cause coverage to be extended under the foregoing shall current directors’ and officers’ liability insurance of the Company or Ackrell by obtaining a six-year “tail” policy at prevailing market rates containing terms not apply materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the intentional misconduct Effective Time and (ii) if any claim is asserted or fraud made within such six-year period, any insurance required to be maintained under this ‎Section 10.05(b) shall be continued in respect of Sponsor. Notwithstanding anything herein such claim until the final disposition thereof. (c) On the Closing Date, to the contraryextent not already entered into, Newco shall enter into customary indemnification agreements reasonably satisfactory to each of the parties expressly acknowledge Company and agree that Sponsor Ackrell with the post-Closing directors and officers of Newco, which indemnification agreements shall continue to be an express third-party beneficiary of this Section 7.07effective following the Closing.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation formation and bylaws the operating agreement of the Surviving Corporation Company shall contain provisions (i) covering Actions existing on the day of Closing and (ii) no less favorable with respect to indemnification, advancement or expense reimbursement of directors, officers, employees or agents of the Company than are set forth in the certificate of incorporation and bylaws of the CompanyCompany as in effect as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the CompanyCompany covered thereby, unless such modification shall be required by applicable Law. On and after For the avoidance of doubt, the foregoing indemnification provisions shall include all matters or events that occurred prior to Closing Date, for a period of no less than six (6) years, BCAC shall, with regard all Actions that are otherwise subject to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a indemnification under the Company’s certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closingand/or bylaws. (b) On The Surviving Company shall purchase (which shall be paid for in full by the Surviving Company) and have in place at the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance or “runoff” policy (the “D&O Tail Policies”) providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide directors’ and officers’ liability insurance coverage for events, acts or omissions occurring on or prior to the benefit of those persons who are covered by the directors’ and officers’ liability insurance policies maintained by the Company as of the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time. The D&O Tail Policies shall provide for terms with respect to coverage, whether asserted or claimed deductibles and amounts that are no less favorable than those of the applicable policy in effect immediately prior to, at or after to the Effective Time, Time for the benefit of the Parent’s directors and officers. Parent shall exercise commercially reasonable efforts to the fullest extent negotiate that the D&O Tail Policies (i) shall not include any “principal stockholders” exceptions except for Company would have been permitted under applicable Lawstockholders holding Company Capital Stock in excess of 15%, the Company Organizational Documents or any indemnification agreement and (ii) shall remain in effect on for the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective year period following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The Parent shall cause the certificate of incorporation and bylaws the by-laws of the Surviving Corporation shall to contain the provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are indemnification and exculpation from liability set forth in the bylaws Company's Certificate of Incorporation and By-Laws on the Companydate of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect adversely the rights thereunder of individuals who, at who on or prior to the Effective Time, Time were directors, officers, employees, fiduciaries employees or agents of the Company, unless such modification shall be is required by applicable Lawlaw. On Parent hereby guarantees the payment obligations of the Surviving Corporation arising from the indemnification and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard exculpation provisions referred to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closingpreceding sentence. (b) On Parent or the Closing Date, each Surviving Corporation shall maintain in effect for three years from the Effective Time policies of directors' and officers' liability insurance containing terms and conditions which are not less advantageous to the insured than any such policies of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as currently in effect on the date of this Agreement or (y) otherwise provide coverage thatthe "Company Insurance Policies"), taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent available, and having the maximum available coverage under any such Company Insurance Policies; provided, that in no event shall Parent or the Company would have been permitted Surviving Corporation be required to pay annual premiums for insurance under this Section 5.05(b) in excess of that which is commercially reasonable; and provided further, however, that if the annual premiums for such insurance coverage exceed that which is commercially reasonable, Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage at a cost which is commercially reasonable. Each party hereto agrees to use its best reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, law and regulations to consummate and make effective the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of transactions contemplated by this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to After the Effective Time, were FACO will, and will cause the Surviving Corporation to, indemnify and hold harmless the present and former officers, directors, officers, employees, fiduciaries or employees and agents of the Company and its Subsidiaries (the "Indemnified Parties") in respect of acts or omissions occurring on or prior to -------------------- the Effective Time to the extent provided under the Company, unless such modification shall be required by applicable Law. On 's and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a its Subsidiaries' certificate of incorporation (or equivalent organizational documents) and bylaws or any indemnification agreement with provisions no less favorable with respect the Company's and its Subsidiaries' officers and directors to which the Company and/or its Subsidiaries is a party, in each case in effect on the date hereof; provided that any indemnification of an officer, director, employee or agent of the Company or any of its Subsidiaries under this Section 8.4(a) shall, regardless of the identity of the Person providing such indemnification, advancementbe subject to all limitations imposed from time to time under laws applicable to the Company or such Subsidiary, expense reimbursement, and exculpation, than are set forth in as the certificate of incorporation or bylaws of BCAC just prior to Closingcase may be. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of For six (6) years after the Closing DateEffective Time, FACO will cause the Surviving Corporation to provide use its best efforts to procure officers' and directors' liability insurance coverage for events, in respect of acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of Effective Time covering each such person currently covered by the Company or BCACCompany's and/or its Subsidiaries' officers' and directors' liability insurance policy on terms substantially similar to those of, as applicable, on or prior and with a reputable insurance carrier comparable to the Closing Datecarrier providing, such policy in effect on the date hereof. If the Surviving Corporation is unable to obtain the insurance required by this Section, it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary The provisions of this Section 7.078.4 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws after the Closing, Purchaser shall not, and shall cause each of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws Blockers and each of the CompanyBarteca Entities not to, which provisions shall not be amendedamend, repealed repeal or otherwise modified modify the indemnification provisions of any Governing Documents of any Blocker or any Barteca Entity as in effect immediately prior to the Closing in any manner that would adversely affect the rights thereunder of individuals who, on or prior to the Closing, were directors, officers, managers, employees or holders of equity interests of such Person (the “D&O Indemnified Parties”). (b) Effective as of the Closing, Purchaser shall, or shall cause the Blockers and the Surviving Company to, obtain and fully pay for irrevocable “tail” insurance policies naming all D&O Indemnified Parties as direct beneficiaries with a claims period of at least six (6) years from the Effective Time in any manner that would affect adversely Closing Date from an insurance carrier with the rights thereunder of individuals who, at same or prior to better credit rating as the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable Barteca Entities’ current insurance carrier with respect to indemnification, advancement, expense reimbursement, directors’ and exculpation, than are set forth officers’ liability insurance in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company an amount and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is scope at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection Barteca Entities’ existing policies with any Action arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable LawClosing Date (such “tail” insurance policies, the “D&O Policies”); provided, that Purchaser, the Blockers and the Surviving Company Organizational Documents or any indemnification agreement shall not be required to pay for such D&O Policies in effect an annual amount in excess of 300% of the annual premium for the twelve (12) month period beginning on the date Closing Date; provided, further, that if the annual premium of this Agreement any such D&O Policy exceeds such amount, Purchaser shall be obligated to indemnify obtain, or exculpate cause the Blockers and the Surviving Company to obtain, a policy with the greatest coverage available for a cost not exceeding such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)maximum amount. Purchaser shall not, and BCAC shall cause the Surviving CorporationBlockers and the Barteca Entities not to, for a period of six (6) years after the Closing Date, to honor all cancel or change any such indemnification agreements D&O Policies in effect on the date of this Agreementany respect. (dc) On In the Closing Dateevent Purchaser, BCAC any Blocker, any Barteca Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall enter into customary indemnification agreements reasonably satisfactory not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, Purchaser shall make proper provision so that the Company with successors and assigns of Purchaser, the post-Closing directors and officers applicable Blocker or the applicable Barteca Entities, as the case may be, shall assume the obligations set forth in this Section 7.4. The provisions of BCAC and this Section 7.4 shall survive indefinitely the Surviving Corporation, which indemnification agreements shall continue to be effective following consummation of the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time in favor of the current or former directors or officers of the Company and its Subsidiaries (the “D&O Indemnified Parties”) as provided in the form of amended and restated certificate of incorporation of the Company set forth in Exhibit C hereto, the existing bylaws (or similar governing documents) of the Company or its Subsidiaries, the existing certificates of incorporation of the Company’s Subsidiaries or any indemnification Contract between such directors or officers and bylaws the Company and its Subsidiaries (in the case of any indemnification Contracts, to the extent made available to Parent prior to, the date hereof) shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent shall contain cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the form of amended and restated certificate of incorporation of the Company set forth in Exhibit C hereto, the existing bylaws (or similar governing documents) of the Company or its Subsidiaries, the existing certificates of incorporation of the Company’s Subsidiaries or any indemnification Contract as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 7.04(a). (b) Prior to the Effective Time, the Company shall, or if the Company is unable to, Parent shall cause the Surviving Corporation as of or after the Effective Time to, purchase a six (6) year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable to the insured persons than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to indemnificationmatters arising on or before the Effective Time (including in connection with this Agreement and the Contemplated Transactions), advancement and Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation; provided that in no event shall the Company pay, or expense reimbursement the Surviving Corporation be required to pay, with respect to such insurance policies, more than are set forth in the bylaws 250% of the Companymost recent annual premium paid by the Company prior to the date of this Agreement (the “Maximum Amount”). If the Company or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies prior to, which provisions shall not be amendedas of or after the Effective Time, repealed or otherwise modified Parent shall, for a period of six (6) years from the Effective Time Time, cause the Surviving Corporation to maintain in any manner that would affect adversely effect the rights thereunder current policies of individuals who, at directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company with respect to matters arising on or prior to before the Effective Time, were directors, officers, employees, fiduciaries or agents ; provided that in no event shall Parent be required to pay annual premiums in excess of the CompanyMaximum Amount, unless but in such modification case shall be required by applicable Law. On and after purchase as much coverage as possible for the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing DateMaximum Amount. (c) BCAC The covenants contained in this Section 7.04 are intended to be for the benefit of, and shall cause the Surviving Corporationbe enforceable by, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against D&O Indemnified Parties and their respective heirs and shall not be deemed exclusive of any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with other rights to which any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Timesuch Person is entitled, whether asserted or claimed prior to, at or after the Effective Time, pursuant to the fullest extent that the Company would have been permitted under applicable Applicable Law, the Company Organizational Documents contract or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementotherwise. (d) On In the Closing Dateevent that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its assets to any Person, BCAC then, and in each such case, proper provision shall enter into customary indemnification agreements reasonably satisfactory to be made so that the Company with the post-Closing directors and officers successors or assigns of BCAC and Parent or the Surviving Corporation, which indemnification agreements as the case may be, shall continue to be effective following assume the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred obligations set forth in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.077.04.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six (6) years after the Closing Date, Buyer shall not, and shall not permit the Sold Companies to, amend, repeal or otherwise modify any provision in any Sold Company’s certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents relating to provide insurance coverage for eventsthe exculpation or indemnification (including fee advancement) of any officers and/or directors (collectively, acts or omissions occurring on the “D&O Indemnified Parties”) (unless required by Law), it being the intent of the parties that the officers and directors of the Sold Companies shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent of the Law. Buyer shall, and shall cause the Sold Companies to, honor and perform under all indemnification obligations owed to any of the individuals who were officers and/or directors of the Sold Companies at or prior to the Closing Date Date. (b) Seller shall, at its sole cost and expense, purchase and maintain in effect beginning on the Closing and for all persons a period of six (6) years thereafter without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who were directors or officers are covered by any Sold Company’s directors’ and officers’ liability insurance policies as of the Company date hereof with respect to matters occurring prior to the Closing. Such policy shall provide coverage that is at least equal to the coverage provided under the Sold Companies’ current directors’ and officers’ liability insurance policies; provided that the Seller may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous in the aggregate to the beneficiaries thereof so long as such substitution does not result in gaps or BCAC, as applicable, on or lapses in coverage with respect to matters occurring prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents The rights of the Company against D&O Indemnified Parties under this Section 5.18 shall be in addition to any costs rights such D&O Indemnified Parties may have under the certificates of incorporation or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out bylaws of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACSold Companies, or its control under any applicable Contracts or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07Laws.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to after the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to Corporation will indemnify and hold harmless each present and former directorPerson who is now, officeror has been at any time prior to the date hereof, employee, fiduciaries a director or agents officer of the Company against or of any costs Company Subsidiary or expensesa Person entitled to indemnification (individually a "COVERED PARTY" and collectively the "COVERED PARTIES"), judgmentswith respect to any claims and/or damages, finespenalties, Judgments, assessments, losses, claimscosts and expenses (including, damages but not limited to, attorneys' fees) based in whole or liabilities incurred in connection with part on, or arising in whole or in part out of any Action matter arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Purchaser or the Company would have been Surviving Corporation is permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement law. The Covered Parties shall be entitled to indemnify or exculpate such person (including the advancing advancement of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause from Purchaser or the Surviving Corporation, as the case may be. (b) Purchaser agrees that, for a the six-year period immediately following the Effective Time, it or the Surviving Corporation shall maintain in effect the director and officer insurance coverage currently maintained by the Company, or coverage substantially equivalent thereto, for the Covered Parties; provided that the annual cost thereof, following the third anniversary of six (6) years after the Closing Date, shall not exceed $527,000. (c) If the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its assets to honor any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all such indemnification agreements of the obligations of the Surviving Corporation set forth in effect on the date of this AgreementSection 6.07. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory The provisions of this Section 6.07 are intended to be in addition to the rights otherwise available to the current and former officers and directors of the Company with by law, charter, statute, bylaw or agreement, and shall operate for the post-Closing directors benefit of, and officers shall be enforceable by, each of BCAC the Covered Parties and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closingtheir heirs. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary The provisions of this Section 7.076.07 are intended for the benefit of, and shall be enforceable by, the respective Covered Parties.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation From and bylaws of after the Closing, the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing actsand Parent shall cause the Surviving Corporation to, errors, omissions of BCAC directors indemnify and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in hold harmless the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is individuals who at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or any time prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to (the Closing Date. (c“Indemnified D&O Parties”) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages losses or liabilities (including attorneys’ fees actually and reasonably incurred by such person in connection with any Action arising out such proceeding) in connection with actions or omissions of or pertaining to matters existing or the Indemnified D&O Parties occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after Closing as provided in the Effective Time, to the fullest extent that Certificate of Incorporation and bylaws of the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement (in each case as in effect on the date of this Agreement hereof) to indemnify or exculpate such person (including the advancing of fullest extent permitted by Law, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, promptly advance expenses as incurred to the fullest extent permitted under applicable by Law. (b) Prior to the Closing, the Company may, with the prior consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), obtain at its sole cost and BCAC shall cause the Surviving Corporationexpense, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably year “tail” insurance policy satisfactory to the Company Stockholders’ Representative (the “Tail Policy”) of directors’ and officers’ liability insurance and fiduciary liability insurance for the Indemnified D&O Parties and any other employees, agents or other individuals (collectively, the “Insured Parties”) otherwise covered by such insurance policies at any time prior to the Closing with respect to matters occurring at or prior to the post-Closing directors and officers of BCAC and (including the transactions contemplated hereby). Neither Parent nor the Surviving CorporationCorporation shall amend, which indemnification agreements shall continue modify or terminate any such Tail Policy in a manner adverse to be effective following any Insured Party without the Closingconsent of such affected party. (ec) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary Effective Time) is made against any of the Indemnified D&O Parties on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 7.076.6 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) The obligations of Parent and the Surviving Corporation under this Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnified D&O Parties to whom this Section 6.6 applies without the consent of such affected party. This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified D&O Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which any of the Indemnified D&O Parties is entitled, whether pursuant to law, contract or otherwise. (e) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation or its respective successors or assigns, as the case may be, assume the obligations set forth in this Section 6.6.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for For a period of six (6) years after the Closing Date, Buyer shall not, and shall not permit the Sold Companies to, amend, repeal or otherwise modify any provision in any Sold Company's certificate of formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or equivalent governing documents relating to provide insurance coverage for eventsthe exculpation or indemnification (including fee advancement) of any officers and/or directors (collectively, acts or omissions occurring on the "D&O Indemnified Parties") (unless required by Law), it being the intent of the parties that the officers and directors of the Sold Companies shall continue to be entitled to such exculpation and indemnification (including fee advancement) to the full extent of the Law. Buyer shall, and shall cause the Sold Companies to, honor and perform under all indemnification obligations owed to any of the individuals who were officers and/or directors of the Sold Companies at or prior to the Closing Date Date. (b) Seller shall, at its sole cost and expense, purchase and maintain in effect beginning on the Closing and for all persons a period of six (6) years thereafter without any lapses in coverage, a "tail" policy providing directors' and officers' liability insurance coverage for the benefit of those Persons who were directors or officers are covered by any Sold Company's directors' and officers' liability insurance policies as of the Company date hereof with respect to matters occurring prior to the Closing. Such policy shall provide coverage that is at least equal to the coverage provided under the Sold Companies' current directors' and officers' liability insurance policies; provided that the Seller may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous in the aggregate to the beneficiaries thereof so long as such substitution does not result in gaps or BCAC, as applicable, on or lapses in coverage with respect to matters occurring prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents The rights of the Company against D&O Indemnified Parties under this Section 5.18 shall be in addition to any costs rights such D&O Indemnified Parties may have under the certificates of incorporation or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out bylaws of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACSold Companies, or its control under any applicable Contracts or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07Laws.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for For a period of six (6) years from following the First Merger Effective Time Time, Parent shall, and Parent shall cause the Second Merger Surviving Entity or its successor to, fulfill and honor in all respects the obligations of the Company with respect to all rights to indemnification (including advancement of expenses) or exculpation existing in favor of, and all limitations on the personal liability of, any manner that would affect adversely the rights thereunder of individuals whoPerson who is now, or has been at or any time prior to the date hereof, or who becomes prior to the First Merger Effective Time, were directorsa director, officersofficer, employeesemployee, fiduciaries fiduciary or agents agent of the Company or any of the Subsidiaries under the Charter Documents or in any indemnification agreements in effect as of the date hereof and set forth in Section 5.7 of the Disclosure Schedule to the fullest extent permitted by applicable Legal Requirements (each, a “D&O Indemnified Party” and collectively, the “D&O Indemnified Parties”). Notwithstanding the foregoing, Parent shall have no obligation to maintain the existence of the Second Merger Surviving Entity for any specified period following the First Merger Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made as of the date hereof by any director or officer of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On Prior to the Closing DateFirst Merger Effective Time, each of the Company shall purchase (and BCAC shall either (xpay in full all premiums on) obtain a non-cancelable run-off an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers “tail” insurance policy providing on terms reasonably acceptable to Parent that shall provide such directors and officers with coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after following the Closing Date, First Merger Effective Time of not less than the existing coverage and have other terms not materially less favorable to provide the insured Persons than the directors’ and officers’ liability insurance coverage for eventspresently maintained by the Company and any premiums with respect to such policy shall be Third Party Expenses hereunder. After the First Merger Effective Time, acts Parent and the Second Merger Surviving Entity shall maintain such policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that Parent and the Second Merger Surviving Entity shall have no obligation to pay premiums or omissions occurring on or any other amounts with respect to such policy. In addition, prior to the Closing Date for all persons who were directors or officers of First Merger Effective Time, the Company or BCAC, as applicable, on or shall purchase (which expense shall not be a Third Party Expense) a single premium tail coverage policy with respect to the Company’s current errors and omissions insurance policies that provides coverage for events occurring prior to the First Effective Time (the “Errors and Omissions Insurance”) for a period of sixty (60) months following the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred Notwithstanding anything in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify the contrary, the obligations under this Section 5.7 shall not be terminated or exculpate modified in such person a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.7 applies without the consent of such affected D&O Indemnified Party (including it being expressly agreed that the advancing of expenses as incurred D&O Indemnified Parties to the fullest extent permitted under applicable Law), and BCAC whom this Section 5.7 applies shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date be third party beneficiaries of this AgreementSection 5.7 and shall be entitled to enforce the covenants contained herein). (d) On In the Closing Dateevent that, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. Second Merger Effective Time, Parent or the Second Merger Surviving Entity or any of their respective successors or assigns (ei) On consolidates with or merges into any other Person and after shall not be the Closing Datecontinuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person or (iii) commences a dissolution, liquidation, assignment for a period the benefit of six (6) years after the Closing Datecreditors or similar action, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliatesthen, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closingeach such case, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)necessary, and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor proper provision shall be an express third-party beneficiary made so that either the successors and assigns of Parent or the Second Merger Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 7.075.7.

Directors’ and Officers’ Indemnification. (a) The For a period of six (6) years following the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause the certificate of incorporation and bylaws of the Surviving Corporation shall to contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than indemnification and exculpation from liability that are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior least as favorable to the Effective Time, were directors, officers, employees, fiduciaries or agents of beneficiaries thereof as the Company, unless such modification shall be required by applicable Law. On indemnification and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with exculpation from liability provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or and bylaws of BCAC just the Company immediately prior to Closingthe Effective Time. (b) On For a period of six years after the Closing (the “D&O Tail Period”), Parent shall, or shall cause the Company to, maintain director and officer liability insurance which insurance shall provide coverage for the individuals who were officers and directors of the Company prior to Closing comparable to, and as to scope of coverage and amount, no less favorable than, the policy or policies maintained by the Company immediately prior to the Closing for the benefit of such individuals. Prior to the Closing Date, each Parent shall deliver to the Seller reasonable evidence of the continuance as aforesaid of such coverages. The Company and BCAC shall either (x) obtain have the right prior to the Closing to purchase, for an aggregate amount not to exceed 200% of the current annual premium, a nonfully-cancelable run-off directors and officers paid “tail” insurance policy providing coverage thatfor the D&O Tail Period on terms and scope with respect to such coverage, taken as a wholeand in amount, is no not less favorable than under the policy or policies maintained by the Company immediately prior to the Closing for the benefit of such person’s policy as individuals in effect on the date of this Agreement hereof with respect to matters existing or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of Effective Time. If such fully-paid “tail” policy has been obtained by the Company or BCAC, as applicable, on or prior to the Closing Date, it shall be deemed to satisfy all obligations to obtain insurance pursuant to this Section 6.14 and Parent and the Surviving Corporation shall use their reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. (c) BCAC shall cause In the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent event that the Company would have been permitted under applicable LawParent, the Company Organizational Documents or any indemnification agreement in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreement. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present successors or assigns (i) consolidates with or merges into any other Person and former directors and officers against any costs shall not be the continuing or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages surviving corporation or liabilities incurred entity in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCACsuch consolidation or merger, or (ii) transfers all or substantially all of its control or ability properties and assets to influence BCACany Person, then and further arising out of or pertaining to the transactionsin either such case, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, proper provision shall be made so that the foregoing successors and assigns of Parent or the Company, as the case may be, shall not apply to assume the intentional misconduct or fraud of Sponsorobligations set forth in this Section 6.14. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary The provisions of this Section 7.076.14 are intended to be for the benefit of, and will be enforceable by, each indemnified party or insured Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On From and after the Closing DateEffective Time, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC TortoiseCorp agrees that it shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company against any costs or expensesexpenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents Certificate of Incorporation or any indemnification agreement the bylaws of the Company in effect on the date of this Agreement to indemnify or exculpate such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporation, for . (b) For a period of six (6) years after from the Closing DateEffective Time, to honor all such indemnification agreements TortoiseCorp shall maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (true, correct and complete copies of which have been heretofore made available to TortoiseCorp or its agents or Representatives in the Virtual Data Room) on terms not less favorable than the date terms of such current insurance coverage, except that in no event shall TortoiseCorp be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company for such insurance policy for the year ended December 31, 2019 (the “Maximum Annual Premium”); provided, however, that (i) TortoiseCorp may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time so long as the aggregate cost for such “tail” policy does not exceed the Maximum Annual Premium and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this AgreementSection 7.08(b) shall be continued in respect of such claim until the final disposition thereof. (dc) On the Closing Date, BCAC TortoiseCorp shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and TortoiseCorp with the post-Closing directors and officers of BCAC and the Surviving CorporationTortoiseCorp, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate Company agrees that all rights to exculpation and indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the ancillary agreements and the transactions contemplated hereby and thereby) now existing in favor of the current or former directors or officers (the "Indemnified Parties") of A or B or any of their subsidiaries as provided in its articles of incorporation and bylaws or by-laws or in any agreement in effect as of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement date hereof between A or expense reimbursement than are set forth in the bylaws B or any of their subsidiaries and any of the Company, which provisions Indemnified Parties shall not be amended, repealed or otherwise modified survive the 57 Mergers and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. (6b) For a period of six years from after the Effective Time, the Company shall cause to be maintained in effect the policies of directors' and officers' liability and fiduciary liability insurance maintained by A or B for the benefit of those persons who are covered by such policies at the Effective Time (or the Company may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in any manner that would affect adversely the rights thereunder of individuals whoaggregate, at or no less advantageous to the insured) with respect to matters occurring prior to the Effective Time, were directors, officers, employees, fiduciaries or agents to the extent that such liability insurance can be maintained at a cost to the Company not greater than 150 percent of the Company, unless such modification shall be required by applicable Law. On and after aggregate annual premium for the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors current directors' and officers' liability and fiduciary liability insurance for A and B, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnificationas the case may be, advancement, expense reimbursement, and exculpation, than are as set forth in the certificate of incorporation A Disclosure Schedule or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage B Disclosure Schedule; provided that, taken as a whole, is no less favorable than under if such person’s policy as in effect on the date of this Agreement insurance cannot be so maintained or (y) otherwise provide coverage that, taken as a whole, is obtained at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause the Surviving Corporation, for a period of six (6) years after the Closing Date, to indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents of the Company against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Lawcosts, the Company Organizational Documents shall maintain or any indemnification agreement in effect on obtain as much of such insurance as can be so maintained or obtained at a cost equal to 150 percent of the date current annual premiums of this Agreement to indemnify A or exculpate such person (including B, as the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and BCAC shall cause the Surviving Corporationcase may be, for a period of six (6) years after the Closing Date, to honor all such indemnification agreements in effect on the date of this Agreementinsurance. (d) On the Closing Date, BCAC shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions no less favorable with respect to indemnification, advancement or expense reimbursement than indemnification that are set forth forth, as of the date of this Agreement, in the certificate of incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, who at or at any time prior to the Effective Time, Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. On and after the Closing Date, for a period of no less than six (6) years, BCAC shall, with regard to pre-Closing acts, errors, omissions of BCAC directors and officers, maintain a certificate of incorporation and bylaws with provisions no less favorable with respect to indemnification, advancement, expense reimbursement, and exculpation, than are set forth in the certificate of incorporation or bylaws of BCAC just prior to Closing. (b) On the Closing Date, each of the Company From and BCAC shall either (x) obtain a non-cancelable run-off directors and officers “tail” insurance policy providing coverage that, taken as a whole, is no less favorable than under such person’s policy as in effect on the date of this Agreement or (y) otherwise provide coverage that, taken as a whole, is at least as favorable than such person’s policy as in effect on the date of this Agreement, in either case, for a period of six (6) years after the Closing DateEffective Time, to provide insurance coverage for eventsParent, acts or omissions occurring on or prior to the Closing Date for all persons who were directors or officers of the Company or BCAC, as applicable, on or prior to the Closing Date. (c) BCAC shall cause WAG and the Surviving Corporation, for a period of six (6) years after the Closing Date, to Corporation shall indemnify and hold harmless each present and former director, officer, employee, fiduciaries or agents director and officer of the Company (the "INDEMNIFIED PARTIES"), against any costs or expensesexpenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Organizational Documents or any indemnification agreement Delaware law and under its charter documents as in effect on the date of this Agreement hereof to indemnify or exculpate such person (including the advancing of Indemnified Parties, and WAG and Parent shall also advance expenses as incurred to the fullest extent permitted under Delaware law upon receipt from the applicable Law), and BCAC shall cause Indemnified Party to whom expenses are to be advanced of an undertaking to repay such advances if it is ultimately determined such person is not entitled to indemnification. (c) In the event that either of the Surviving Corporation, Parent or WAG or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of Parent, WAG or the Surviving Corporation, as applicable, will assume the obligations thereof set forth in this Section 7.04. (d) The provisions of this Section 7.04 (i) are intended to be for a period of the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) For six (6) years after the Closing DateEffective Time, WAG or the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to honor all the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such indemnification agreements coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof, provided that WAG may substitute therefor policies of WAG or the Parent Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall WAG or the Surviving Corporation be required to pay aggregate premiums for insurance under this AgreementSection 7.04(e) in excess of 150% of the aggregate premiums paid by the Company in 1997 on an annualized basis for such purpose; and, provided further, that if WAG or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.04(e) for such aggregate premium, then WAG or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium equal to 150% of the 1997 premium. (df) On the Closing Date, BCAC WAG shall enter into customary indemnification agreements reasonably satisfactory to the Company with the post-Closing directors and officers of BCAC and cause the Surviving Corporation, which indemnification agreements shall continue to be effective following the Closing. (e) On and after the Closing Date, for a period of six (6) years after the Closing Date, BCAC agrees that it shall defend, indemnify and hold harmless the Sponsor, its affiliates, and their respective present and former directors and officers against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action by any stockholder of BCAC who has not exercised Redemption Rights arising from Sponsor’s ownership of equity securities of BCAC, or its control or ability to influence BCAC, and further arising out of or pertaining to the transactions, actions, and investments contemplated by this Agreement Corporation or any Ancillary Agreements, whether asserted or claimed prior to, at or after the Closing, successor thereto to the fullest extent permitted by applicable Law (including the advancing of expenses as incurred to the fullest extent permitted comply with its obligations under applicable Law), and provided, that the foregoing shall not apply to the intentional misconduct or fraud of Sponsor. Notwithstanding anything herein to the contrary, the parties expressly acknowledge and agree that Sponsor shall be an express third-party beneficiary of this Section 7.07.7.04. SECTION