0001144204-08-051488 Sample Contracts

SECURITY AGREEMENT
Security Agreement • September 5th, 2008 • Workstream Inc • Services-business services, nec • Illinois

This SECURITY AGREEMENT (this “Agreement”), dated as of August 29, 2008, 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”).

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EXCHANGE AGREEMENT
Exchange Agreement • September 5th, 2008 • Workstream Inc • Services-business services, nec • Illinois

This EXCHANGE AGREEMENT (the “Agreement”), dated as of August 29, 2008, 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”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 5th, 2008 • Workstream Inc • Services-business services, nec • Illinois

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2008, 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”).

GUARANTY
Guaranty • September 5th, 2008 • Workstream Inc • Services-business services, nec • Illinois

This Guaranty is made this 29th day of August 2008, by such Guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors”, and each, individually, a “Guarantor”), in favor of __________________ (together with its successors and assigns, “Noteholder”).

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