0000950123-07-015802 Sample Contracts

Insert number of shares] SOI HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • New York

SOI Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell • shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the certain stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”) propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to • additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.

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MINIMUM PREMIUM ACCOUNTING AGREEMENT BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. HEALTH OPTIONS, INC. and STRATEGIC OUTSOURCING, INC. Effective Date: March 1, 2005
Accounting Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • Florida

This is an Agreement (hereinafter “Agreement”) between the Blue Cross and Blue Shield of Florida Inc. (hereinafter referred to as “BCBSF”) and its subsidiary HEALTH OPTIONS, INC., (hereinafter referred to as “HOI”) located at 4800 Deerwood Campus Parkway, Jacksonville Florida 32246, (hereinafter jointly referred to as “the Plan”), and Strategic Outsourcing, Inc. (hereinafter referred to as “Employer/Plan Sponsor”) and the Strategic Outsourcing. Group Health Plan (hereinafter jointly referred to as “the Group”) located at 5260 Parkway Plaza Boulevard, Suite 140, Charlotte, NC 28217.

HEALTH BENEFITS AGREEMENT FIRST HEALTH LIFE & HEALTH INSURANCE COMPANY, UNION PLANTERS CORPORATION AND STRATEGIC OUTSOURCING, INC. Effective Date: March 1, 2004
Health Benefits Agreement • November 20th, 2007 • SOI Holdings, Inc. • Services-help supply services • Illinois

This is an Agreement (hereinafter “Agreement”) between First Health Life & Health Insurance Company, located at 3200 Highland Avenue, Downers Grove, Illinois 60515 (hereinafter referred to as “FHLHIC”), Union Planters Corporation, located at 6200 Poplar Avenue, Memphis, Tennessee 38119 (“UPC”) and Strategic Outsourcing, Inc. located at 5260 Parkway Plaza Boulevard, Fourteen Parkway Plaza, Suite 140, Charlotte, North Carolina 28217 (“SOI”). FHLHIC, UPC and SOI may be individually referred to herein as a “party” or collectively referred to herein as the “parties.”

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