Collexis Holdings, Inc. Sample Contracts

COLLEXIS OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 14th, 2007 • Technology Holdings, Inc. • Real estate
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and
Merger Agreement • February 14th, 2007 • Technology Holdings, Inc. • Real estate • Nevada
COLLEXIS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2007 • Technology Holdings, Inc. • Real estate • South Carolina
COLLEXIS HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 27th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina

THIS NONQUALIFIED STOCK OPTION AGREEMENT is made effective as of the ____ day of _________ 20___ by and between Collexis Holdings, Inc., a Nevada corporation (the "Company") and _____________, a resident of _______________, _______ (the "Optionee") (together, this agreement and the Statement of Terms and Conditions and Schedules attached hereto shall constitute and be referred to as the "Agreement"). Capitalized terms and phrases shall have the meaning ascribed thereto in this Agreement.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 10th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of March 4, 2009, by and between Collexis Holdings, Inc., a Nevada corporation (the “Company”), and Alpha Capital Anstalt (“Subscriber”).

COLLEXIS HOLDINGS, INC. FIRST RESTATEMENT AND AMENDMENT OF SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
Senior Executive Employment Agreement • September 4th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina

THIS FIRST RESTATEMENT AND AMENDMENT OF SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of August 2009, by and between Collexis Holdings, Inc., a Nevada corporation (“Company”), and William D. Kirkland, a resident of the State of South Carolina (“Executive”). Capitalized terms and phrases shall have the meaning ascribed thereto in this Agreement.

SECURITY AGREEMENT
Security Agreement • March 10th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software • New York
LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT BY AND BETWEEN SSN HOLDINGS, LLC AND COLLEXIS HOLDINGS, INC. August 18, 2009
Limited Liability Company Interest Purchase Agreement • September 4th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina

THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into as of the 1st day of August, 2009 (“Effective Date”), by and between SSN Holdings, LLC, a Nevada Limited Liability Company ("Buyer"), and Collexis Holdings, Inc., a Nevada corporation ("Parent"). Buyer and Parent are referred to collectively herein as the "Parties."

COLLEXIS OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 27th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software

__________________, born on _____________ in _______________, residing at __________________ in ________________ (the 'Optionee'); (together, this agreement and the Statement of Terms and Conditions and Schedules attached hereto shall constitute and be referred to as the 'Agreement'),

Collexis US, Inc
Lock-Up Agreement • August 6th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina
THIS LICENSING AND PUBLISHING AGREEMENT
Licensing and Publishing Agreement • January 25th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • Washington

THIS LICENSING AND PUBLISHING AGREEMENT (“Agreement”) is effective as of the 17th day of January 2008 (“Effective Date”), by and between Collexis Holdings, Inc. (“Collexis”), a Nevada corporation with offices located at 1201 Main Street, Columbia, SC, 29201, and VersusLaw, Inc. (“VersusLaw”), a Washington corporation with offices located at 8383 158th Ave. NE, Redmond, Washington, 98052.

Collexis US, Inc
Lock-Up Agreement • August 6th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina
FORM OF SUBSIDIARY GUARANTY
Guaranty • March 10th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software • New York
February __, 2008
LLC Interests Purchase Agreement • February 14th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software

Re: LLC Interests Purchase Agreement (the “Agreement”) entered into as of February 1, 2008, by and among Collexis Holdings, Inc. (“Collexis”), Lawriter, Inc. (together with Collexis, “Buyer,” “our,” “us,” “I” or “me”), Lawriter LLC (“Lawriter”), OSBA.COM LLC, an Ohio limited liability company (“OSBA”), and Institute of Legal Publishing, Inc. (f/k/a Lawriter Corporation)(“Lawcorp” or “you” or “your” and, collectively with OSBA, “Members” or “Sellers”)(the “Purchase Agreement) - Agreement to Extend Payment Due Date.

Attn. ________________ [ADDRESS] Reference: Supplement Agreement / Collexis Option Agreement
Supplement Agreement / Collexis Option Agreement • December 27th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software

The Collexis Option Agreement of ____________ (‘Agreement’) between you and Collexis B.V. (collectively: ‘Parties’) is incorporated herein by reference and is fully applicable to this letter agreement (‘Supplement Agreement’).

COLLEXIS LICENSE AGREEMENT The undersigned:
License Agreement • October 16th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software

Collexis, Inc., a company duly incorporated under the US laws and having its office at Five Concourse Parkway, Suite 3000, Atlanta GA 30328, hereinafter referred to as “Collexis”, represented by Mr. Bill Kirkland, its CEO.

Three Party Escrow Agreement Among Lawriter LLC, Collexis Holdings, Inc., Lawriter, Inc., OSBA.COM LLC, and Escrow Associates, LLC
Three Party Escrow Agreement • February 4th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • Georgia

This Three Party Escrow Agreement (“Agreement”) among Escrow Associates, LLC (“Escrow Associates”), OSBA.COM LLC, an Ohio limited liability company (“Beneficiary”), Lawriter, LLC, an Ohio limited liability company (“Depositor” or “Lawriter”), Collexis Holdings, Inc., a Nevada corporation ("Collexis"), and Lawriter, Inc., a Nevada corporation and wholly owned subsidiary of Collexis ("Subsidiary" and together with Collexis, "Buyer"), is effective on this 1ST day of February 2008 (the “Effective Date”).

VOTING TRUST AGREEMENT
Voting Trust Agreement • October 16th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software • Nevada

THIS VOTING TRUST AGREEMENT (the “Agreement”) is dated as of October 15, 2007, by and among Margie Chassman (the “Stockholder”), Collexis Holdings, Inc., a Nevada corporation (the “Company”) and William D. Kirkland, Chief Executive Officer of the Company (the “Trustee”).

Name] [Address] [Address] T +31(0)345 53 50 25 F +31(0)345 53 50 45 www.collexis.com KvK Tiel 28078434 ABN AMRO 51.79.04.624
Supplement Agreement • December 27th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software

As per our recent discussions I herewith on behalf of Collexis B.V. (hereinafter also referred to as: 'Company') confirm to you as follows.

SECURITY AGREEMENT
Security Agreement • February 4th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina

This SECURITY AGREEMENT (this "Agreement") is executed as of this 1st day of February 2008, by Lawriter, LLC, an Ohio limited liability company ("Lawriter"), in favor of Institute of Legal Publishing, Inc., an Ohio corporation (the "Secured Party").

Separation and Settlement Agreement
Separation and Settlement Agreement • August 6th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina

This agreement will be governed by the laws of the State of South Carolina, USA. Each Party hereto agrees that it will not bring any suit, action, or other proceeding to enforce the provisions of this Agreement in any court other than the state court situated in Richland County, South Carolina, USA, or if such court does not have jurisdiction with respect to such proceeding, the federal court sitting in or nearest to Columbia, South Carolina, USA. Each Party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any such state or federal court over any such proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action, proceeding has been brought in an inconvenient forum.

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Collexis US, Inc
LLC Interests Purchase Agreement • February 5th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software
PLAN OF CONVERSION OF MV FUND II, LLC (the Constituent Entity) AND MEDASORB TECHNOLOGIES, INC. (the Resulting Entity)
Plan of Conversion • February 7th, 2006 • Mv Fund Ii LLC • Real estate
COLLEXIS SUPPORT & MAINTENANCE AGREEMENT The undersigned:
Support & Maintenance Agreement • October 16th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software

Collexis, Inc. a company duly incorporated under the US laws and having its office at Five Concourse Parkway, Suite 3000, Atlanta GA 30328, hereinafter referred to as “Collexis”, represented by Mr. Bill Kirkland, its CEO;

January 6th, 2009 Letter Agreement to Amend the Share Purchase Agreement dated October 19th, 2007 between Collexis Holdings, Inc. and SyynX Solutions GmbH
Share Purchase Agreement • January 12th, 2009 • Collexis Holdings, Inc. • Services-prepackaged software

Collexis Holdings, Inc. (“Collexis”) and the Shareholders & Managing Directors of SyynX Solutions GmbH (“SyynX”), (“the Parties”), as outlined in the share purchase agreement of SyynX Solutions GmbH dated October 19th 2007 (“the share purchase agreement”), have mutually agreed to new payment terms for the 2nd installment payment in the share purchase agreement scheduled for October 1st 2008 of 1,485,148 Euro (“the 2008 payment”). Such agreement was considered appropriate given the economic downturn of late 2008 and in the best interest of the Parties.

COLLEXIS HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 27th, 2007 • Collexis Holdings, Inc. • Services-prepackaged software • Nevada

THIS NONQUALIFIED STOCK OPTION AGREEMENT is made effective as of the ____ day of _________ 20___ by and between Collexis Holdings, Inc., a Nevada corporation (the "Company") and _____________, a resident of _________________, _______ (the "Optionee") (together, this agreement and the Statement of Terms and Conditions and Schedules attached hereto shall constitute and be referred to as the "Agreement"). Capitalized terms and phrases shall have the meaning ascribed thereto in this Agreement.

Contract
LLC Interests Purchase Agreement • February 4th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • Georgia

THIS LLC INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 1, 2008 (the “Effective Date”) by and among Collexis Holdings, Inc., a Nevada corporation (“Collexis”), Lawriter, Inc., a Nevada corporation and wholly-owned Subsidiary of Collexis (“Acquisition Sub” and, together with Collexis, “Buyer”), Lawriter LLC, an Ohio limited liability company (“Lawriter”), OSBA.COM LLC, an Ohio limited liability company (“OSBA”), and Institute of Legal Publishing, Inc. (f/k/a Lawriter Corporation), an Ohio corporation (“Lawcorp” and, collectively with OSBA, “Members” or “Sellers”). Buyer, Lawriter, and Sellers are referred to collectively herein as the “Parties.” For purposes of Sections 6, 8, 9 and 11 of this Agreement only, Joseph W. Shea, III (“Shea”), Denny L. Ramey (“Ramey”) and the Association shall be added as parties (hereinafter, individually, the “Ancillary Party,” and collectively the “Ancillary Parties”).

COLLEXIS HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • October 14th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • New York
Separation and Settlement Agreement
Separation and Settlement Agreement • August 6th, 2008 • Collexis Holdings, Inc. • Services-prepackaged software • South Carolina

This agreement will be governed by the laws of the State of South Carolina, USA. Each Party hereto agrees that it will not bring any suit, action, or other proceeding to enforce the provisions of this Agreement in any court other than the state court situated in Richland County, South Carolina, USA, or if such court does not have jurisdiction with respect to such proceeding, the federal court sitting in or nearest to Columbia, South Carolina, USA. Each Party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any such state or federal court over any such proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action, proceeding has been brought in an inconvenient forum.

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