EXCHANGE AGREEMENTExchange Agreement • December 17th, 2009 • Workstream Inc • Services-business services, nec • Illinois
This EXCHANGE AGREEMENT (the “Agreement”), dated as of December 11, 2009, is being entered into by and between 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 “Holder”).
ContractNote • December 17th, 2009 • Workstream Inc • Services-business services, nec • Illinois
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS NOTE TO THE CONTRARY, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 14(a) HEREOF.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2009 • Workstream Inc • Services-business services, nec • Illinois
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2009, is 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”).
AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • December 17th, 2009 • Workstream Inc • Services-business services, nec • Illinois
This AMENDMENT (this “Amendment”), dated as of December 11, 2009, is made by and among the grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
