Collexis US, Inc
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Exhibit
10.4
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Collexis
US, Inc
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0000
Xxxx Xxxxxx, Xxxxx 000
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Xxxxxxxx,
XX 00000
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June
30, 2008
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USA
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Xx.
Xxxx Xxxxxxx, Individually
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(803)
727-1113 Main
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Woubrugge
XP (The Netherlands)
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(803)
000- 0000 Fax
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Xxxxxxxxxxxx
0 (2481 PT)
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xxx.xxxxxxxx.xxx
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V.D.B.
Pacific B.V.
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%Xx.
Xxxx Xxxxxxx , CEO
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Woubrugge
XP (The Netherlands)
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Virulystraat
6 (2481 PT)
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Dear Xx. Xxxxxxx:
As
an
inducement to Collexis Holdings, Inc. (“CHI”) and Collexis B.V. (“BV,” together
with CHI, “Collexis”) to enter into that certain Separation and Settlement
Agreement entered into of even date herewith with you in your individual
capacity (“Buurman” or “you”) and V.D.B. Pacific B.V. (the “Buurman Company”),
you, for and on behalf of yourself individually and the Buurman Company, and
Buurman Company (a) hereby represent and warrant that you own all of the issued
and outstanding shares of and have the authority to act for and on behalf of
the
Buurman Company; Buurman Company has the authority to execute, deliver and
perform under this Lock Up Agreement; and all of the Collexis Securities (as
defined below) are owned by the Buurman Company; and (b) agree, that from the
date hereof until close of business on the 30th
day of
June 2009 (such period being the “Restricted Period”), neither you nor the
Buurman Company, will sell, offer, pledge, contract to sell, grant any option
for the sale of, hypothecate, transfer or otherwise dispose of any of the
Collexis Shares (as defined below)(whether in whole or in part) beneficially
owned by or issuable to the Buurman Company, including, without limitation,
the
Option Shares (as may be issued pursuant to the terms of and as such phrase
is
defined under that certain certain agreement entitled “Collexis Option Agreement
Model,” dated as of the 4th
day of
April 2007, which agreement has been assumed by CHI (the “Stock Option
Agreement”)) or any securities of CHI issued in exchange therefor (collectively,
the “Collexis Securities”). Notwithstanding the foregoing and any provision of
the Stock Option Agreement to the contrary, Buurman Company may sell in any
one
calendar month following the date hereof not more than 75,000 Option Shares
purchased pursuant to any exercise of the Option (as such term is defined in
the
Stock Option Agreement); provided, however,
that
any such purchase and sale shall otherwise be in compliance with the Stock
Option Agreement.
CHI
hereby agrees to notify its transfer agent of the provisions of this Lock-Up
Agreement. Each of the undersigned unconditionally acknowledges and agrees
that
CHI will be permitted to require that its transfer agent place a stop transfer
instruction on all of the Collexis Securities beneficially owned by the
undersigned and that a restrictive legend be placed upon the certificate or
certificates representing such Collexis Securities, in each case reflecting
this
Lock-Up Agreement.
This
Lock-Up Agreement and the rights of the parties hereunder shall be exclusively
governed by and construed in accordance with the laws of the State of South
Carolina. 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.
This
Lock-Up Agreement may be duly executed by facsimile and in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument. Signature
pages from separate identical counterparts may be combined with the same effect
as if the parties signing such signature page had signed the same counterpart.
This Lock-Up Agreement may be modified or waived only by a separate writing
signed by each of the parties hereto expressly so modifying or waiving such
agreement.
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Agreed
as of July 31st, 2008
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Very
truly yours,
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By:
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/s/ Xxxxxxx X. Xxxxxxxx | |
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Xxxxxxx
X. Xxxxxxxx
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President
& CEO
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THE
COLLEXIS SHARES:
Number
of
shares of Common Stock owned: 1,865,200
Certificate
Number: 131
Shares
Registered in the Name of: V.D.B. Pacific B.V.
ACKNOWLEDGED
AND AGREED:
Buurman
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/s/
Xxxx Xxxxxxx
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Xx.
Xxxx Xxxxxxx, Individually
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V.
D. B. Pacific B.V.
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/s/
Xxxx Xxxxxxx
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Sole
Authorized Officer
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2
