0001398344-11-001877 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 17th, 2011 • Workstream Inc • Services-business services, nec • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 15, 2011, by and between Workstream Inc., a Canadian corporation (the “Company”), and CCM Master Qualified Fund, Ltd., a Cayman Islands exempt company (the “Purchaser”).

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AMENDMENT TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 17th, 2011 • Workstream Inc • Services-business services, nec

This AMENDMENT TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of August 15, 2011 between Workstream Inc., a corporation existing pursuant to the Canada Business Corporations Act (the “Company”), and CCM MASTER QUALIFIED FUND, LTD., a Cayman Islands exempt company (the “Buyer”).

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