0001144204-07-039337 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 31st, 2007 • Workstream Inc • Services-business services, nec • Illinois

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July ___, 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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TRANSACTION AGREEMENT
Transaction Agreement • July 31st, 2007 • Workstream Inc • 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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