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          **(b) Expenses**. For purposes of this Agreement, the term “expenses” shall be broadly construedand shall include, without limitation, all direct and indirect costs of any type or naturewhatsoever (including, without limitation, all attorneys’, witness or other professional fees andrelated disbursements, and other out-of-pocket costs of whatever nature), actually and reasonablyincurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding orestablishing or enforcing a right to indemnification under this Agreement, the DGCL or otherwise,and amounts paid in settlement by or on behalf of Indemnitee, but shall not include any judgments,fines or penalties actually levied against Indemnitee for such individual’s violations of law. Theterm “expenses” shall also include reasonable compensation for time spent by Indemnitee for whichhe is not compensated by the Company or any subsidiary or third party (i) for any period duringwhich Indemnitee is not an agent, in the employment of, or providing services for compensation to,the Company or any subsidiary, and (ii) if the rate of compensation and estimated time involved isapproved by the directors of the Company who are not parties to any action with respect to whichexpenses are incurred, for Indemnitee while an agent of, employed by, or providing services forcompensation to, the Company or any subsidiary.          **(c) Proceedings**. For purposes of this Agreement, the term “proceeding” shall be broadlyconstrued and shall include, without limitation, any threatened, pending, or completed action,suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrativehearing or any other actual, threatened or completed proceeding, whether brought in the right ofthe Company or otherwise and whether of a civil, criminal, administrative or investigative nature,and whether formal or informal in any case, in which Indemnitee was, is or will be involved as aparty or otherwise by reason of: (i) the fact that Indemnitee is or was an agent of the Company;(ii) the fact that any action taken by Indemnitee or of any action on Indemnitee’s part whileacting as an agent of the Company; or (iii) the fact that Indemnitee is or was serving at therequest of the Company as an agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise, and in any such case described above, whether or notserving in any such capacity at the time any liability or expense is incurred for whichindemnification, reimbursement, or advancement of expenses may be provided under this Agreement.          **(d) Subsidiary**. For purposes of this Agreement, the term “subsidiary” means any corporationor limited liability company of which more than 50% of the outstanding voting securities or equityinterests are owned, directly or indirectly, by the Company and one or more of its subsidiaries,and any other corporation, limited liability company, partnership, joint venture, trust, employeebenefit plan or other enterprise of which Indemnitee is or was serving at the request of theCompany as an agent.          **(e) Independent Counsel**. For purposes of this Agreement, the term “independent counsel” meansa law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced inmatters of corporation law and neither presently is, nor in the past five (5) years has been,retained to represent (i) the Company or Indemnitee in any matter material to either such party, or(ii) any other party to the proceeding giving rise to a claim for indemnification hereunder.Notwithstanding the foregoing, the term “independent counsel” shall not include any person who,under the applicable standards of professional conduct then prevailing, would have a conflict ofinterest in representing either the Company or Indemnitee in an action to determine Indemnitee’srights under this Agreement.
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     **2. Agreement to Serve**. Indemnitee will serve, or continue to serve, as a director, officer,employee or other fiduciary of the Company or any subsidiary, as the case may be, faithfully and tothe best of his or her ability, at the will of such corporation (or under separate agreement, ifsuch agreement exists), in the capacity Indemnitee currently serves as an agent of suchcorporation, so long as Indemnitee is duly appointed or elected and qualified in accordance withthe applicable provisions of the bylaws or other applicable charter documents of such corporation,or until such time as Indemnitee tenders his or her resignation in writing; *provided, however*, thatnothing contained in this Agreement is intended as an employment agreement between Indemnitee andthe Company or any of its subsidiaries or to create any right to continued employment of Indemniteewith the Company or any of its subsidiaries in any capacity.     The Company acknowledges that it has entered into this Agreement and assumes the obligationsimposed on it hereby, in addition to and separate from its obligations to Indemnitee under theBylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee orother fiduciary of the Company, and the Company acknowledges that Indemnitee is relying upon thisAgreement in serving, or continuing to serve, as a director, officer, employee or other fiduciaryof the Company.     **3. Indemnification**.          **(a) Indemnification in Third Party Proceedings**. Subject to Section 10 below, the Companyshall indemnify Indemnitee to the fullest extent permitted by the DGCL, as the same may be amendedfrom time to time (but, only to the extent that such amendment permits broader indemnificationrights to Indemnitee than the DGCL permitted prior to adoption of such amendment), if Indemnitee isa party to or threatened to be made a party to or otherwise involved in any proceeding, for any andall expenses actually and reasonably incurred by Indemnitee in connection with the investigation,defense, settlement or appeal of such proceeding.          **(b) Indemnification in Derivative Actions and Direct Actions by the Company**. Subject toSection 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by theDGCL, as the same may be amended from time to time (but, only to the extent that such amendmentpermits broader indemnification rights to Indemnitee than the DGCL permitted prior to adoption ofsuch amendment), if Indemnitee is a party to or threatened to be made a party to or otherwiseinvolved in any proceeding by or in the right of the Company to procure a judgment in its favor,for any and all expenses actually and reasonably incurred by Indemnitee in connection with theinvestigation, defense, settlement, or appeal of such proceedings.     **4. Indemnification of Expenses of Successful Party**. Notwithstanding any other provision ofthis Agreement, to the extent that Indemnitee has been successful on the merits or otherwise indefense of any proceeding or in defense of any claim, issue or matter therein, including thedismissal of any action without prejudice, the Company shall indemnify
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Indemnitee against all expenses actually and reasonably incurred in connection with theinvestigation, defense or appeal of such proceeding.     **5. Partial Indemnification**. If Indemnitee is entitled under any provision of this Agreementto indemnification by the Company for some or a portion of any expenses actually and reasonablyincurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but isprecluded by applicable law or the specific terms of this Agreement from obtaining indemnificationfor the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portionthereof to which Indemnitee is entitled.     **6. Advancement of Expenses**. To the extent not prohibited by law, the Company shall advancethe expenses incurred by Indemnitee in connection with any proceeding, and such advancement shallbe made within twenty (20) days after the receipt by the Company of a statement or statementsrequesting such advances (which shall include invoices received by Indemnitee in connection withsuch expenses but, in the case of invoices in connection with legal services, any references tolegal work performed or to expenditures made that would cause Indemnitee to waive any privilegeaccorded by applicable law shall not be included with the invoice) and upon request of the Company,an undertaking to repay the advancement of expenses if and to the extent that it is ultimatelydetermined by a court of competent jurisdiction in a final judgment, not subject to appeal, thatIndemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured, interestfree and without regard to Indemnitee’s ability to repay the expenses. Advances shall include anyand all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforceIndemnitee’s right to indemnification under this Agreement, or otherwise and this right ofadvancement, including expenses incurred preparing and forwarding statements to the Company tosupport the advances claimed. Indemnitee acknowledges that the execution and delivery of thisAgreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extentrequired by law, repay the advance if and to the extent that it is ultimately determined by a courtof competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is notentitled to be indemnified by the Company. The right to advances under this Section shall continueuntil final disposition of any proceeding, including any appeal therein. This Section 6 shall notapply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).     **7. Notice and Other Indemnification Procedures**.          **(a) Notification of Proceeding**. Indemnitee will notify the Company in writing promptly uponbeing served with any summons, citation, subpoena, complaint, indictment, information or otherdocument relating to any proceeding or matter which may be subject to indemnification oradvancement of expenses covered hereunder. The failure of Indemnitee to so notify the Companyshall not relieve the Company of any obligation which it may have to Indemnitee under thisAgreement or otherwise.          **(b) Request for Indemnification and Indemnification Payments**. Indemnitee shall notify theCompany promptly in writing upon receiving notice of any demand, judgment or other requirement forpayment that Indemnitee reasonably believes to be subject to indemnification under the terms ofthis Agreement, and shall request payment thereof by the Company. Indemnification paymentsrequested by Indemnitee under Section 3 hereof shall be
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made by the Company no later than sixty (60) days after receipt of the written request ofIndemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6hereof.          **(c) Application for Enforcement**. In the event the Company fails to make timely payments asset forth in Section 6 or Section 7(b) above, Indemnitee shall have the right to apply to any courtof competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification oradvancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding,the burden of proof shall be on the Company to prove that indemnification or advancement ofexpenses to Indemnitee is not required under this Agreement or permitted by applicable law. Anydetermination by the Company (including the Board of Directors of the Company (the “Board”),stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder,shall not be a defense by the Company to the action nor create any presumption that Indemnitee isnot entitled to indemnification or advancement of expenses hereunder.          **(d) Indemnification of Certain Expenses**. The Company shall indemnify Indemnitee against allexpenses incurred in connection with any hearing or proceeding under this Section 7 unless theCompany prevails in such hearing or proceeding on the merits in all material respects.     **8. Assumption of Defense**. In the event the Company shall be requested by Indemnitee to paythe expenses of any proceeding, the Company, if appropriate, shall be entitled to assume thedefense of such proceeding, or to participate to the extent permissible in such proceeding, withcounsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and theretention of such counsel by the Company, the Company shall not be liable to Indemnitee under thisAgreement for any fees of counsel subsequently incurred by Indemnitee with respect to the sameproceeding, provided that Indemnitee shall have the right to employ separate counsel in suchproceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’scounsel delivers a written notice to the Company stating that such counsel has reasonably concludedthat there may be a conflict of interest between the Company and Indemnitee in the conduct of anysuch defense or the Company shall not, in fact, have employed counsel or otherwise actively pursuedthe defense of such proceeding within a reasonable time, then in any such event the fees andexpenses of Indemnitee’s counsel to defend such proceeding shall be subject to the indemnificationand advancement of expenses provisions of this Agreement.     **9. Insurance.**To the extent that the Company maintains an insurance policy or policiesproviding liability insurance for directors, officers, employees or other fiduciaries of theCompany or of any subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy orpolicies in accordance with its or their terms to the maximum extent of the coverage available forany such director, officer, employee or other fiduciary under such policy or policies. If, at thetime of the receipt of a notice of a claim pursuant to the terms hereof, the Company has D&OInsurance in effect, the Company shall give prompt notice of the commencement of such proceeding tothe insurers in accordance with the procedures set forth in the respective policies. The Companyshall thereafter take all necessary or desirable action to cause such insurers to pay,
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on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance withthe terms of such policies.     **10. Exceptions**.          **(a) Certain Matters**. Any provision herein to the contrary notwithstanding, the Company shallnot be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of anyproceeding with respect to: (i) remuneration paid to Indemnitee if it is determined by finaljudgment or other final adjudication that such remuneration was in violation of law (and, in thisrespect, both the Company and Indemnitee have been advised that the Securities and ExchangeCommission believes that indemnification for liabilities arising under the federal securities lawsis against public policy and is, therefore, unenforceable and that claims for indemnificationshould be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below);(ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment ofprofits made from the purchase or sale by Indemnitee of securities of the Company againstIndemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it isacknowledged by Indemnitee and the Company that such amount paid in settlement resulted fromIndemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to theprovisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), or other provisions of any federal, state or local statute or rules and regulationsthereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in badfaith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but onlyto the extent of such specific determination); or (iv) on account of conduct that is established bya final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company orresulting in any personal profit or advantage to which Indemnitee is not legally entitled. Forpurposes of the foregoing sentence, a final judgment or other adjudication may be reached in eitherthe underlying proceeding or action in connection with which indemnification is sought or aseparate proceeding or action to establish rights and liabilities under this Agreement.          **(b) Claims Initiated by Indemnitee**. Any provision herein to the contrary notwithstanding, theCompany shall not be obligated to indemnify or advance expenses to Indemnitee with respect toproceedings or claims initiated or brought by Indemnitee against the Company or its directors,officers, employees or other fiduciaries and not by way of defense, except (i) with respect toproceedings brought to establish or enforce a right to indemnification under this Agreement orunder any other agreement, provision in the Bylaws or the Company’s Certificate of Incorporation orapplicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is eitherapproved by the Board or where Indemnitee’s participation is required by applicable law. However,indemnification or advancement of expenses may be provided by the Company in specific cases if theBoard determines it to be appropriate.          **(c) Unauthorized Settlements**. Any provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement to indemnify Indemniteeunder this Agreement for any amounts paid in settlement of a proceeding effected without theCompany’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consentto any proposed settlement; *provided, however*, that the Company may in any event decline to consentto (or to otherwise admit or agree to any liability
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for indemnification hereunder in respect of) any proposed settlement if the Company is also aparty in such proceeding and determines in good faith that such settlement is not in the bestinterests of the Company and its stockholders.          **(d) Securities Act Liabilities**. Any provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee orotherwise act in violation of any undertaking appearing in and required by the rules andregulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in anyregistration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph(h) of Item 512 of Regulation S-K currently generally requires the Company to undertake inconnection with any registration statement filed under the Act to submit the issue of theenforceability of Indemnitee’s rights under this Agreement in connection with any liability underthe Act on public policy grounds to a court of appropriate jurisdiction and to be governed by anyfinal adjudication of such issue. Indemnitee specifically agrees that any such undertaking shallsupersede the provisions of this Agreement and to be bound by any such undertaking.     **11. Nonexclusivity and Survival of Rights**. The provisions for indemnification and advancementof expenses set forth in this Agreement shall not be deemed exclusive of any other rights whichIndemnitee may at any time be entitled under any provision of applicable law, the Company’sCertificate of Incorporation, the Bylaws or other agreements, both as to action in Indemnitee’sofficial capacity and Indemnitee’s action as an agent of the Company, in any court in which aproceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceasedacting as an agent of the Company and shall inure to the benefit of the heirs, executors,administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemniteeunder this Agreement shall be binding on the Company and its successors and assigns untilterminated in accordance with its terms. The Company shall require any successor (whether director indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of thebusiness or assets of the Company, expressly to assume and agree to perform this Agreement in thesame manner and to the same extent that the Company would be required to perform if no suchsuccession had taken place.     No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit orrestrict any right of Indemnitee under this Agreement in respect of any action taken or omitted bysuch Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. Tothe extent that a change in the DGCL, whether by statute or judicial decision, permits greaterindemnification or advancement of expenses than would be afforded currently under the Company’s**Certificate**of Incorporation, the Bylaws and this Agreement, it is the intent of the parties heretothat Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. Noright or remedy herein conferred is intended to be exclusive of any other right or remedy, andevery other right and remedy shall be cumulative and in addition to every other right and remedygiven hereunder or now or hereafter existing at law or in equity or otherwise. The assertion oremployment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent theconcurrent assertion or employment of any other right or remedy by Indemnitee.
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     **12. Change in Control**. If, at any time subsequent to the date of this Agreement, continuingdirectors do not constitute a majority of the members of the Board, or there is otherwise a changein control of the Company (as contemplated by Item 403(c) of Regulation S-K under the SecuritiesAct and the Exchange Act), then upon the request of Indemnitee, the Company shall cause thedetermination of indemnification and advances required by Section 3 hereof to be made byindependent counsel. The fees and expenses incurred by independent counsel in making thedetermination of indemnification and advances shall be borne solely by the Company. If independentcounsel is unwilling and/or unable to make the determination of indemnification and advances, thenthe Company shall cause the indemnification and advances to be made by a majority vote or consentof a committee of the Board consisting solely of continuing directors. For purposes of thisAgreement, a “continuing director” means either a member of the Board as of the date of thisAgreement or a person nominated to serve as a member of the Board by a majority of thethen-continuing directors.     **13. Legal Action by the Company.**No legal action shall be brought and no cause of actionshall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee’sestate, spouse, heirs, executors or personal or legal representatives after the expiration of five(5) years from the date of accrual of such cause of action, and any claim or cause of action of theCompany shall be extinguished and deemed released unless asserted by the timely filing of a legalaction within such five-year period; *provided, however*, that if any shorter period of limitationsis otherwise applicable to such cause of action, such shorter period shall govern.     **14. Subrogation**. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who, atthe request and expense of the Company, shall execute all papers required and shall do everythingthat may be reasonably necessary to secure such rights, including the execution of such documentsnecessary to enable the Company effectively to bring suit to enforce such rights.     **15. Interpretation of Agreement**. It is understood that the parties hereto intend thisAgreement to be interpreted and enforced so as to provide indemnification to Indemnitee to thefullest extent now or hereafter permitted by law.     **16. Severability**. If any provision of this Agreement shall be held to be invalid, illegal orunenforceable for any reason whatsoever, (a) the validity, legality and enforceability of theremaining provisions of this Agreement (including without limitation, all portions of anyparagraphs of this Agreement containing any such provision held to be invalid, illegal orunenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby; and (b) to the fullest extent possible, the provisions of thisAgreement (including, without limitation, all portions of any paragraph of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.     **17. Amendment and Waiver**. No supplement, modification, amendment, or cancellation of thisAgreement shall be binding unless executed in writing by the parties hereto. No waiver of any ofthe provisions of this Agreement shall be deemed or shall constitute a
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waiver of any other provision hereof (whether or not similar) nor shall such waiver constitutea continuing waiver.     **18. Notice**. Except as otherwise provided herein, any notice or demand which, by theprovisions hereof, is required or which may be given to or served upon the parties hereto shall bein writing and, if by telegram, telecopy or telex, shall be deemed to have been validly served,given or delivered when sent, if by overnight delivery, courier or personal delivery, shall bedeemed to have been validly served, given or delivered upon actual delivery and, if mailed, shallbe deemed to have been validly served, given or delivered three (3) business days after deposit inthe United States mail, as registered or certified mail, with proper postage prepaid and addressedto the party or parties to be notified at the addresses set forth on the signature page of thisAgreement (or such other address(es) as a party may designate for itself by like notice). If tothe Company, notices and demands shall be delivered to the attention of the Secretary of theCompany.     **19. Governing Law**. This Agreement shall be governed exclusively by and construed according tothe laws of the State of Delaware, as applied to contracts between Delaware residents entered intoand to be performed entirely within Delaware.     **20. Counterparts**. This Agreement may be executed in one or more counterparts, each of whichshall for all purposes be deemed to be an original but all of which together shall constitute butone and the same Agreement. Only one such counterpart need be produced to evidence the existenceof this Agreement.     **21. Headings**. The headings of the sections of this Agreement are inserted for convenienceonly and shall not be deemed to constitute part of this Agreement or to affect the constructionhereof.     **22. Entire Agreement**. This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof and supersedes all prior agreements, understandings andnegotiations, written and oral, between the parties with respect to the subject matter of thisAgreement, including without limitation any existing agreement between the Company and Indemniteeproviding for indemnification of the type provided for herein; *provided, however*, that (a) thisAgreement is a supplement to and in furtherance of the Company’s Certificate of Incorporation, theBylaws, the DGCL and any other applicable law, and shall not be deemed a substitute therefor, anddoes not diminish or abrogate any rights of Indemnitee thereunder, and (b) in no event shall any ofIndemnitee’s rights hereunder be diminished by reason of the fact that this Agreement supersedesany other agreements, understandings or negotiations.
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     **In Witness Whereof**, the parties hereto have entered into this Agreement effective asof the date first above written.      **GSI Commerce, Inc.**