Indemnification by Parent and Merger Sub. (a) Notwithstanding the Closing and regardless of any investigation at any time made by or on behalf of the Company or of any knowledge or information that the Company may have, the Parent and Merger Sub shall jointly and severally indemnify and fully defend, save and hold harmless the Former Company Stockholders from any Losses arising out of or resulting from any breach of any Parent Covered Representation or the Former Company Stockholders’ enforcement of their rights under this Section 10.3. (b) Notwithstanding anything herein to the contrary: (i) the maximum amount for which Parent and Merger Sub shall be liable with respect to matters covered by Section 10.3(a) hereof shall not exceed, with respect to a claim asserted and noticed in accordance with Section 10.4 and Section 11.6 hereof, as applicable, (A) during the period from and after the Effective Date to the date that is six months after the Effective Date, the number of shares of Parent Common Stock that represents 10% of the aggregate Merger Consideration and (B) during the period after the date that is six months after the Effective Date to the one year anniversary of the Effective Date, the number of shares of Parent Common Stock that represents the lesser of (I) 5% of the aggregate Merger Consideration and (II) the difference of (X) 10% of the aggregate Merger Consideration and (Y) the percentage of the aggregate Merger Consideration as to which Parent has paid or becomes obligated to pay pursuant to indemnification claims made during the period set forth in clause (A) above, such that, in the aggregate, Parent shall not be liable with respect to matters covered by Section 10.3(a) hereof in an amount exceeding 10% of the aggregate Merger Consideration; and (ii) in all cases determining whether there has been a breach of any of the Parent Covered Representations, or in determining the amount of any Losses with respect to such breach, such representations and warranties shall be read without regard to any materiality qualifier (including, without limitation, any reference to Parent Material Adverse Effect) contained therein.

Indemnification by Parent and Merger Sub. From the date of this Agreement through the Closing Date, Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company, its successors and assigns, and their respective managers, officers, directors, employees and agents (each, a “Company Indemnified Party”) from and against any Damages that such Company Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach by either Parent or Merger Sub of any of their representations, warranties, covenants or agreements contained in this Agreement, and/ or (ii) any fraud committed by or the willful breach of this Agreement by Parent or Merger Sub.

Indemnification by Parent and Merger Sub. Subject to the limitations contained in Sections 10.2, this Section 10.4 and Section 10.7, from and after the Effective Date, Parent shall hold harmless and indemnify each of the Company Shareholders from and against, and shall compensate and reimburse each of the Company Shareholders for, any Damages which are directly or indirectly suffered or incurred by any of the Company Shareholders or to which any of the Company Shareholders may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in Section 3. Notwithstanding the foregoing, a Company Shareholder's sole recourse for any Damages with respect to which indemnification is sought under this Section 10 (other than Damages determined by a court in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall be to the Parent Indemnity Shares.

Indemnification by Parent and Merger Sub. Parent and Merger Sub shall jointly and severally indemnify, defend and hold harmless the Shareholders (and, if the transaction contemplated herein is not consummated, TCD and its directors, officers, agents, representatives and employees) and his successive successors and permitted assigns (collectively, the "Seller Indemnified Parties" and, together with the Purchaser Indemnified Parties, collectively referred to as the "Indemnified Parties") from and against any and all Losses imposed on, incurred or suffered by or asserted against any Seller Indemnified Party, directly or indirectly, to the extent resulting from, arising out of, or incurred with respect to (a) any breach of any representation or warranty of Parent and Merger Sub contained in this Agreement, except for Sections 4.1 and 4.2, (b) any breach of any representation or warranty of Parent and Merger Sub contained in Sections 4.1 and 4.2 and (c) any breach of any covenant of Parent or Merger Sub set forth in this Agreement; provided, however, neither Parent nor Merger Sub shall have any liability for indemnification with respect to the matters arising under clause (a) of this Section 9.3, to the extent the aggregate of all such Losses exceeds $200,000.

Indemnification by Parent and Merger Sub. Subject to the limitations set forth in this Article VIII, Parent hereby agrees to indemnify, defend and hold harmless the Company Shareholders and their respective officers, directors, agents, attorneys and employees (hereinafter "Company Indemnified Persons") from and against any and all Damages incurred or sustained by Company Indemnified Persons as a result of: (i) any inaccuracy or breach of, or any claim by a third party alleging facts that, if true, would mean Parent or Merger Sub has breached, any representation or warranty by it contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein (without regard to any materiality qualifier contained in such representation or warranty); or (ii) a breach by Parent or Merger Sub of any covenant or other agreement contained herein (other than the covenants and agreements set forth in Section 5.15, which are specifically covered in Section 5.15) or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein. The sole recourse of the Company Indemnified Persons from any Damages shall be indemnification under this Article VIII. The aggregate indemnification obligations of Parent and Merger Sub hereunder shall not exceed $1,000,000, provided however that there shall be no limitation on liability of Parent or Merger Sub for (i) any breach of any representation, warranty or covenant if the Merger does not close or (ii) fraud, criminal activity or intentional breach of any covenant contained in this Agreement.

Indemnification by Parent and Merger Sub. (a) Parent and Merger Sub expressly and unequivocally agree to indemnify and hold harmless Shareholders and Company, its officers, directors, advisors, agents, attorneys and accountants ("Shareholder Indemnitees") harmless from any and all Damages, as defined in 7.2(a), directly or indirectly resulting from, relating to or arising out of, howsoever caused, regardless of responsibility or negligence, as follows: (i) any breach or nonperformance (partial or total) of or inaccuracy in any representation or warranty or covenant or agreement of any of the Parent or Merger Sub; (ii) any claim by any Person, including Xxxx Xxxxxxxx and/or Xxxxxxxxxx.xxx, including, but not limited to claims for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Parent (or any Person acting on its behalf) or Shareholders in connection with any of the Transactions, PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, no Person shall be indemnified hereunder for any breach of any representation or warranty made in any of the Operative Documents; (iii) the Transaction Expenses incurred by either the Parent or Merger Sub; (iv) any claim by Parent's shareholders or other Person regarding the Transaction resulting from the requirements of Parent and/or Merger Sub, their agents, attorneys or advisors, relating to either Merger Sub's acquisition of the Technology or the form of Company's previous acquisition of the Technology from the Shareholders; (v) any liability, claim, demand, tax, fee, cost, assessment and/or penalty levied by a governmental agency related to the transaction, except Shareholder's personal tax liabilities; (vi) any and all actions, Orders, assessments, fees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnification. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER-Page 22 New Visual Entertainment, Inc./New Wheel Technology, Inc. (b) the foregoing agreement to indemnify shall be in addition to any liability any Indemnitor (as hereinafter defined) may otherwise have, including liabilities arising under this Agreement.

Indemnification by Parent and Merger Sub. From and after the Closing, Parent and the Merger Sub shall indemnify each Shareholder (the "Indemnified Parties") against, hold each of them harmless from, and reimburse each of them for any claim, costs, loss, liability or expense (including reasonable attorneys' fees and expenses) or other damage (including, without limitation, expectation, actual, punitive and consequential damages) (collectively, "Damages") arising, directly or indirectly, from or in connection with: (a) any inaccuracy in any of the warranties or representations of the Merger Sub or Parent in this Agreement, (b) any failure by the Merger Sub or Parent to perform or comply with any covenant or obligation in this Agreement, or (c) any Third Party Claim (as defined below) relating to an inaccuracy or failure referred to in clause (a) or (b) above.

Indemnification by Parent and Merger Sub. Subject to the other terms and conditions of this Article IX, Parent and Merger Sub, jointly and severally, shall indemnify and defend each of the Members and their Affiliates and their respective Representatives (collectively, the “Member Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Member Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to this Agreement; or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement.

Indemnification by Parent and Merger Sub. Subject to the limitations contained in Sections 10.2 and Section 10.6, from and after the Effective Time, Parent shall hold harmless and indemnify the Company and the Company Stockholders from and against, and shall compensate and reimburse the Company and the Company Stockholders for any Damages which are directly suffered or incurred by the Company Stockholders (regardless of whether or not such Damages relate to any Third Party Claim) and which arise from or as a result of, or are directly connected with any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement (including Section 4) or contained in the certificate delivered by an officer of Parent pursuant to Section 8.4.

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