Indemnification and Expense Advancement Agreement between Smart Online, Inc. and Dennis Michael Nouri

Summary

Smart Online, Inc. agrees to cover legal fees and related expenses for Dennis Michael Nouri, its President and CEO, in connection with proceedings initiated by the SEC and any related matters. The company will pay these expenses in advance, provided Mr. Nouri agrees to repay them if it is later determined he is not entitled to indemnification under the company's bylaws and Delaware law. This agreement ensures Mr. Nouri receives financial support for his legal defense, subject to repayment if indemnification is ultimately denied.

EX-10.47 20 ex10-47.htm EXHIBIT 10.47 Exhibit 10.47

Exhibit 10.47

April 14, 2006

Mr. Dennis Michael Nouri

President and Chief Executive Officer

Smart Online, Inc.

2530 Meridian Parkway

Durham, North Carolina 27713

Dear Scott:

This letter confirms that pursuant to Article X of its Bylaws, Smart Online, Inc. will indemnify you, to the fullest extent permitted by Delaware law, for any and all fees and expenses, as defined in Article X of the Bylaws ("Expenses"), including but not limited to attorneys' fees incurred by you or on your behalf in connection with a proceeding that has been initiated by the Securities and Exchange Commission and any other related proceeding that may arise ("Proceeding").

Pursuant to Article X of its Bylaws, Smart Online, Inc. further agrees that having received an undertaking from you agreeing that you will repay the Expenses described herein should it ultimately be determined that you were not entitled to indemnification, Smart Online, Inc. will pay Expenses incurred by you in advance of the final disposition of the Proceeding.

	Very truly yours,

	/s/ Thomas Furr
	Thomas Furr
	Chief Operating Officer Smart Online, Inc.

CERTIFICATE REGARDING REPAYMENT OF EXPENSES

The undersigned officer of Smart Online, Inc. ("Company") hereby acknowledges and agrees to repay any and all expenses paid by the Company on behalf of the undersigned in defending any civil, criminal, administrative or investigative action, suit or proceeding in relation to the Order of Suspension of Trading issued by the Securities and Exchange Commission ("SEC") regarding the Company on January l7, 2006 and the investigation being conducted by the SEC, should it be determined that the undersigned is not entitled to be indemnified by the Company pursuant to the Company's Bylaws and Delaware Corporation Law.

Agree to and Accepted:	Witness:

By: /s/ Michael Nouri Michael Nouri	By: /s/ James Gayton James Gayton

Title: President and Chief Executive Officer Director Chairman of the Board	Date: January 26,2006

Date: January 26, 2006