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(d) If for any reason the foregoing indemnity is unavailable to, or is insufficient to hold harmless, an Indemnified Person, then the Indemnifying Person shall contribute to the amount paid or payable by the Indemnified Person as a result of such claims, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Person and the Indemnified Person as well as any other relevant equitable considerations. As Of Filer Filing On/For/As Docs:Pgs Issuer Agent 6/28/96 Childrens Comprehensive Svcs Inc 10-K 3/31/96 12:97 950144 Annual Report · Form 10-KFiling Table of Contents Document/Exhibit Description Pages Size 1: 10-K Children's Comprehensive Services Form 10-K 57 283K 2: EX-3. 212ndPageof10TOC1stPreviousNextBottomJust2nd The Company shall icons on xp taskbar not be required to effect a demand registration under the Act pursuant to this Section 1. hereof, unless and until Strategic shall have furnished the Company with all information and statements about or pertaining to Strategic in such reasonable detail and on such timely basis as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of a registration statement. In addition, the failure of the Indemnified Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have otherwise than hereunder. 5 in the singular as a "claim" and in the plural as "claims"), based upon, arising out of or resulting from any untrue statement of a material fact contained in the registration statement or any omission to state therein a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as such EX-10. for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed). This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 22 Debt Subordination Agreement 8 30K tv a cabo sky 7: EX-10. 217thPageof10TOC1stPreviousNextBottomJust7th effected without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld). is an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration, together with the securities being offered by the Company, exceeds the number which can be effectively sold in such offering, the Company shall include in such registration (i) first, the securities of the Company proposed to be sold by the Company, and (ii) second, to the extent possible, the Common Stock proposed to be sold by Strategic pursuant to such registration. LIMITATION ON BENEFITS It is the explicit intention of the parties hereto that no person or entity other than the parties hereto (and their respective successors and assigns) is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns. , a California corporation, and Strategic (the "Loan WHEREAS, pursuant to the Loan Agreement, the Company is issuing to Strategic certain shares of Common Stock, par value $. ADDITIONAL ACTIONS AND DOCUMENTS Each of the parties hereto hereby agrees to use its good faith best efforts to bring about the consummation of this Agreement, and to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Strategic may assign its rights under this Agreement to any assignee of the Warrant or Shares of Common Stock held by Strategic. hereof, Strategic shall be liable to the Company for all expenses of such registration specified in Section 1. hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company; provided, however, that the Company may only delay a demand registration pursuant to this Section 1. The failure of the Indemnified Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (a) such liability was caused or materially increased by such failure, or (b) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such failure. hereof, or to include shares of china canton fair 2005 Common Stock owned by or issuable to Strategic in a registration statement pursuant to Section 1. (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file any general consent to service of process in any such jurisdiction); provided that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by Strategic, then Strategic shall pay such expenses to the extent required by such jurisdiction; (e) notify Strategic, at any time when a prospectus relating thereto is required to be delivered under the Act within the period that the Company is required to keep a registration statement effective, of the happening of any event as a result of which the prospectus included in any such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) cause all such shares to be listed on securities exchanges or interdealer quotation systems (including NASDAQ), if any, on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statement; (h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as Strategic reasonably requests (and subject to its reasonable approval) in order to expedite or facilitate the disposition of such shares; and (i) make available for inspection by Strategic, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained EX-10. Whenever Strategic has requested that any shares of Common Stock be registered pursuant to Sections 1. With respect to any registration pursuant to Section 1.

If a registration in which Strategic has the right to participate pursuant to this Section 1. 219thPageof10TOC1stPreviousNextBottomJust9th with a copy (which shall not constitute notice) to: Baker, Worthington, Crossley, Stansberry & Woolf T. EXECUTION IN COUNTERPARTS To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of each party appear on each EX-10.
The durham county public schools Company shall not be required to comply with more than two (2) requests by Strategic for demand registrations pursuant EX-10. The Company's obligations pursuant to Section 1. Article and Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. In the event the Indemnifying Person shall elect not to undertake such defense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person may undertake the defense, compromise or settlement (without admitting liability of the Indemnified Person) thereof on behalf of and for the account and risk of the Indemnifying Person by counsel or other representatives designated by the Indemnified Person.