Enom 2010 Annual Report Download - page 184

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice
has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
8.2 DEFINITION OF ELECTRONIC TRANSMISSION.
An "electronic transmission" means any form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in
paper form by such a recipient through an automated process.
ARTICLE IX - INDEMNIFICATION
9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may
hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the
fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such person in connection with any such Proceeding.
Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a
person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was
authorized in the specific case by the Board.
9.2 INDEMNIFICATION OF OTHERS.
The Corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it
presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be
made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by
such person in connection with any such Proceeding.
9.3 PREPAYMENT OF EXPENSES.
The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys' fees)
incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the
Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law,
such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by
the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under
this Article IX or otherwise.
24