0000950137-08-002311 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2008 • Magnetar Financial LLC • Services-business services, nec • Illinois

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2007, by and among Workstream Inc., a corporation existing pursuant to the Canada Business Corporations Act with headquarters located at 495 March Road, Suite 300, Ottawa, Ontario K2K 3G1, Canada (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2008 • Magnetar Financial LLC • Services-business services, nec

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

TRANSACTION AGREEMENT
Transaction Agreement • February 14th, 2008 • Magnetar Financial LLC • Services-business services, nec • Illinois

This TRANSACTION AGREEMENT (the “Agreement”), dated as of July 25, 2007, by and among Workstream Inc., a corporation existing pursuant to the Canada Business Corporations Act, with offices located at 495 March Road, Ottawa, Ontario, Canada K2K-3G1 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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