Unassociated Document


    
      	
              Exhibit
                10.2

            	
              LOCK-UP
                AGREEMENT

            	
              

            


    

    

      
        	 	 	
                Collexis
                  US, Inc

              
	 	 	
                1201
                  Main Street, Suite 980

              
	 	 	
                Columbia,
                  SC 29201

              
	
                June
                  30, 2008

              	 	
                USA

              
	 	 	 
	
                Mr.
                  Peter van Praag, Individually

              	 	
                (803)
                  727-1113 Main

              
	
                Waardenburg
                  (The Netherlands)

              	 	
                (803)
                  727- 1118 Fax

              
	
                Heuvelstraat
                  1 (4181 PT)

              	 	 
	 	 	
                www.collexis.com

              
	
                Van
                  Praag Infromatisering B.V.

              	 	 
	
                %Mr.
                  Peter van Praag, CEO

              	 	 
	
                Heuvelstraat
                  1

              	 	 
	
                4181
                  PT Waardenburg, The Netherlands

              	 	 


      

    

    


    Dear
      Mr.
      Van Praag:

    


    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 (“van Praag” or “you”) and Van Praag Infromatisering B.V. (the “Praag
      Company”), you, for and on behalf of yourself individually and the Praag
      Company, and Praag 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 Praag Company; Praag 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 Praag 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 Praag
      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 Praag 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, Praag 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. 

    


    
      	
              Agreed
                as of July 31st, 2008

            	
              Very
                truly yours,

            
	 	 
	 	
              Collexis
                Holdings, Inc.

            
	 	 
	 	
              By:

            	/s/
William
              D. Kirkland
	 	 	
              William
                D. Kirkland

            
	 	 	
              President
                & CEO

            


    

    


    THE
      COLLEXIS SHARES:

    


    Number
      of
      shares of Common Stock owned: 4,795,820

    Certificate
      Number: 130

    Shares
      Registered in the Name of: Van Praag Infromatisering B.V.

    


    ACKNOWLEDGED
      AND AGREED:

    


    Van
      Praag

    


    
      	/s/
Peter
              van Praag
	
              Mr.
                Peter van Praag, Individually

            


    

    


    Van
      Praag Infromatisering B.V.

    


    
      	
              By:

            	/s/
Peter
              van Praag
	 	
              Mr.
                Peter van Praag

            
	 	
              Sole
                Authorized Officer

            


    

    

    
    

    
      
        
        

      

      
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