Common use of No Right to Continued Retention Clause in Contracts

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor with Company, nor shall this Agreement interfere in any way with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor at any time. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF OPTION TO PURCHASE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Chief Executive Officer Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as of ______ __, 2007. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place as of the _______ day of __________________ 20__ (the "Exercise Date"). On the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor with Company, nor shall this Agreement interfere in any way with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor at any time. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF OPTION TO PURCHASE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 1000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Chief Executive Officer Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as of ______ ____, 200720__. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place as of the _______ day of __________________ 20__ (the "Exercise Date"). On the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor employee with Company, nor shall this Agreement interfere in any way with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor service of employment at any time. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF OPTION TO PURCHASE COMMON STOCK Name: __________________________________ Address: ________________________________ ___ ______________________________ ________________________________ Date: __________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Chief Executive Officer Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as of ______ __, 2007. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place as of the _______ day of __________________ 20__ (the "Exercise Date"). On the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor employee with Company, nor shall this Agreement interfere in any way with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor service of employment at any time. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF OPTION TO PURCHASE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 XxxxxxxxXxxxxxx Xxxx. Columbia, XX 00000 SC 29209 Attn: Chief Executive Officer Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as of ______ __, 2007. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place as of the _______ day of __________________ 20__ (the "Exercise Date"). On the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement Neither the establishment of the -------------------------------- Plan nor the award of Option Shares hereunder shall be interpreted or construed as giving the Optionee the right to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor with Company, nor shall this Agreement interfere in any way employment with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor at Bank or any timeAffiliate. EXHIBIT 1 COLLEXIS HOLDING, INC. --------- NOTICE OF EXERCISE OF STOCK OPTION TO PURCHASE COMMON STOCK NameOF SOUTHEASTERN BANK FINANCIAL CORPORATION Name ------------------------------ Address --------------------------- ----------------------------------- Date ------------------------------ Southeastern Bank Financial Corporation 3530 Wheeler Road Augusta, GA 30919 Attn: Chief Executive Officer Rx: Xxxxxxxx xx Non-Qualified Stock Option Gentlemen: Subject to acceptance hereof by Southeastern Bank Financial Corporation (the "Bank") and pursuant to the provisions of the Southeastern Bank Financial Corporation 2006 Long-Term Incentive Plan (the "Plan"), I hereby give notice of my election to exercise options granted to me to purchase ______________ shares of Common Stock of the Bank under the Non-Qualified Stock Option Award (the "Award") dated as of ____________. The purchase shall take place as of __________, 200__ (the "Exercise Date"). On or before the Exercise Date, I will pay the applicable purchase price as follows: [ ] by delivery of cash or a certified check for $___________ for the full purchase price payable to the order of Southeastern Bank Financial Corporation. [ ] by delivery of previously owned shares of Common Stock held no less than six (6) months having a Fair Market Value equal to the purchase price. [ ] by delivery of the purchase price by ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxxa broker, XX 00000 Attn: Chief Executive Officer Re: Exercise dealer or other "creditor" as defined by Regulation T issued by the Board of Nonqualified Stock Option To whom it may concern: Governors of the Federal Reserve System. I hereby elect authorize the Bank to exercise issue a stock certificate for the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as number of ______ __, 2007. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto shares indicated above in the Agreement. Subject name of said broker, dealer or other creditor or its nominee pursuant to Company's acceptanceinstructions received by the Bank and to deliver said stock certificate directly to that broker, dealer or other creditor (or to such other party specified in the instructions received by the Bank from the broker, dealer or other creditor) upon receipt of the purchase shall take place as price. Note: This choice is available only if and when the Common Stock becomes traded by brokers. The required federal, state, and local income tax withholding obligations, if any, on the exercise of the _______ day Award shall be paid on or before the Exercise Date in cash or with previously owned shares of __________________ 20__ (Common Stock, as provided in the "Exercise Date"). On Award, or in the manner provided in the Withholding Election previously tendered or to be tendered to the Bank no later then the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares Common Stock being acquired are is not registered for issuance to and resale by the Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company the Bank as follows: The shares of the Common Stock being acquired by me will be acquired for my own account without the participation of any other person, with the intent of holding the Common Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Common Stock and not with a view to, or for resale in connection with, any distribution of the Common Stock, nor am I aware of the existence of any distribution of the Common Stock; I am not acquiring the Common Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Common Stock but rather upon an independent examination and judgment as to the prospects of the Bank; The Common Stock was not offered to me by means of publicly disseminated advertisements or sales literature, nor am I aware of any offers made to other persons by such means; I am able to bear the economic risks of the investment in the Common Stock, including the risk of a complete loss of my investment therein; I understand and agree that the Common Stock will be issued and sold to me without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder; The Common Stock cannot be offered for sale, sold or transferred by me other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Bank of compliance with the applicable securities laws of other jurisdictions. The Bank shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws; The Bank will be under no obligation to register the Common Stock or to comply with any exemption available for sale of the Common Stock without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Bank under Rule 144 under the 1933 Act are not now available and no assurance has been given that it or they will become available. The Bank is under no obligation to act in any manner so as to make Rule 144 available with respect to the Common Stock; I have and have had complete access to and the opportunity to review and make copies of all material documents related to the business of the Bank, including, but not limited to, contracts, financial statements, tax returns, leases, deeds and other books and records. I have examined such of these documents as I wished and am familiar with the business and affairs of the Bank. I realize that the purchase of the Common Stock is a speculative investment and that any possible profit therefrom is uncertain; I have had the opportunity to ask questions of and receive answers from the Bank and any person acting on its behalf and to obtain all material information reasonably available with respect to the Bank and its affairs. I have received all information and data with respect to the Bank which I have requested and which I have deemed relevant in connection with the evaluation of the merits and risks of my investment in the Bank; I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Common Stock hereunder and I am able to bear the economic risk of such purchase; and The agreements, representations, warranties and covenants made by me herein extend to and apply to all of the Common Stock of the Bank issued to me pursuant to this Award. Acceptance by me of the certificate representing such Common Stock shall constitute a confirmation by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time. I understand that the certificates representing the shares being purchased by me in accordance with this notice shall bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the certificates being acquired by me in accordance with this notice. I further understand that capitalized terms used in this Notice of Exercise without definition shall have the meanings given to them in the Award or in the Plan, as applicable. Very truly yours, ------------------------------------------- AGREED TO AND ACCEPTED: SOUTHEASTERN BANK FINANCIAL CORPORATION By: -------------------------------------- Title: ----------------------------------- Number of Shares Exercised: -------------------------------- Number of Shares Remaining: Date: -------------------------------- --------------------- EXHIBIT 2 --------- NOTICE OF WITHHOLDING ELECTION SOUTHEASTERN BANK FINANCIAL CORPORATION 2006 STOCK INCENTIVE PLAN TO: ---------------------------- FROM: ---------------------------- RE: Withholding Election This election relates to the Option identified in Paragraph 3 below. I hereby certify that:

No Right to Continued Retention. Nothing in this Agreement Neither the establishment of the Plan nor the award of Option Shares hereunder shall be interpreted or construed as giving the Grantee the right to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor with Company, nor shall this Agreement interfere in any way employment with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor at or any timeaffiliate. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION TO PURCHASE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis HoldingOF XXXXXX SUPPLY, INC. Xxxxxx Supply, Inc. 0000 Xxxx 00 Xxxxx Xxxxxx Xxxxxx Xxxxx 000 XxxxxxxxXxxxxxx, XX Xxxxxxx 00000 AttnAttention: Chief Executive Officer Secretary Re: Exercise of Nonqualified Non-Qualified Stock Option To whom it may concernGentlemen: Subject to acceptance hereof by Xxxxxx Supply, Inc. (the “Company”) pursuant to the provisions of the Xxxxxx Supply, Inc. 1997 Executive Stock Plan (the “Plan”), I hereby elect give notice of my election to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified [NUMBER] shares of common stock of the Company (“Common Stock”) under the Non-Qualified Stock Option Agreement (the "“Agreement"”) dated as of ______ __, 2007[DATE] (the “Option”). Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the The purchase shall take place as of the _______ day of __________________ 20__ , (the "“Exercise Date"”). On or before the Exercise Date, I will deliver to you pay the applicable purchase price as follows: ¨ by delivery of cash or a certified check for $ for the full purchase price payable to Companythe order of Xxxxxx Supply, Inc. ¨ by delivery of cash or a certified check for $ representing a portion of the purchase price with the balance to consist of shares of Common Stock that I have owned for at least six months and that are represented by a stock certificate I will surrender to the Company with my endorsement. If the number of shares of Common Stock represented by such stock certificate exceed the number to be applied against the purchase price, I understand that a new stock certificate will be issued to me reflecting the excess number of shares. ¨ by delivery of a stock certificate representing shares of Common Stock that I have owned for at least six months which I will surrender to the Company with my endorsement as payment of the purchase price. If the number of shares of Common Stock represented by such certificate exceed the number to be applied against the purchase price, I understand that a new certificate will be issued to me reflecting the excess number of shares. ¨ by delivery of the purchase price by , a broker, dealer or other “creditor” as defined by Regulation T issued by the Board of Governors of the Federal Reserve System. I hereby authorize the Company to issue a stock certificate for the number of shares indicated above in the total amount name of $________said broker, representing dealer or other creditor or its nominee pursuant to instructions received by the full Purchase Price Company and to deliver said stock certificate directly to that broker, dealer or other creditor (or to such other party specified in the instructions received by the Company from the broker, dealer or other creditor) upon receipt of such the purchase price. To the extent applicable, the required federal, state and local income tax withholding obligations or the exercise of the Option Shares. If I do not deliver shall also be paid in cash or by certified check to Company on or before the Exercise Date, I hereby request that Company withhold or will be satisfied in the number of Option Shares that have an aggregate value equal manner provided in the Withholding Election previously tendered or to be tendered to the Purchase Price of Company no later than the number of Option Shares for which this notice is given from the number of Option Shares issued to meTax Date. As soon as the stock certificate is registered in my name, please deliver it to me at the above below address. If the Option Shares Common Stock being acquired are is not registered for issuance to and resale by Optionee the Grantee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "“1933 Act"”), I hereby represent, warrant, covenant, and agree with the Company as follows: The shares of the Common Stock being acquired by me will be acquired for my own account without the participation of any other person, with the intent of holding the Common Stock for investment and without the intent of participating, directly or indirectly, in a distribution of the Common Stock and not with a view to, or for resale in connection with, any distribution of the Common Stock, nor am I aware of the existence of any distribution of the Common Stock; I am not acquiring the Common Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Common Stock but rather upon an independent examination and judgment as to the prospects of the Company; The Common Stock was not offered to me by means of publicly disseminated advertisements or sales literature, nor am I aware of any offers made to other persons by such means; I am able to bear the economic risks of the investment in the Common Stock, including the risk of a complete loss of my investment therein; I understand and agree that the Common Stock will be issued and sold to me without registration under any state law relating to the registration of securities for sale, and will be issued and sold in reliance on the exemptions from registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules and regulations promulgated thereunder; The Common Stock cannot be offered for sale, sold or transferred by me other than pursuant to: (A) an effective registration under the 1933 Act or in a transaction otherwise in compliance with the 1933 Act; and (B) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws; The Company will be under no obligation to register the Common Stock or to comply with any exemption available for sale of the Common Stock without registration or filing, and the information or conditions necessary to permit routine sales of securities of the Company under Rule 144 under the 1933 Act are not now available and no assurance has been given that it or they will become available. The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Common Stock; I have and have had complete access to and the opportunity to review and make copies of all material documents related to the business of the Company, including, but not limited to, contracts, financial statements, tax returns, leases, deeds and other books and records. I have examined such of these documents as I wished and am familiar with the business and affairs of the Company. I realize that the purchase of the Common Stock is a speculative investment and that any possible profit therefrom is uncertain; I have had the opportunity to ask questions of and receive answers from the Company and any person acting on its behalf and to obtain all material information reasonably available with respect to the Company and its affairs. I have received all information and data with respect to the Company which I have requested and which I have deemed relevant in connection with the evaluation of the merits and risks of my investment in the Company; I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Common Stock hereunder and I am able to bear the economic risk of such purchase; and The agreements, representations, warranties and covenants made by me herein extend to and apply to all of the Common Stock of the Company issued to me pursuant to this Agreement. Acceptance by me of the certificate representing such Common Stock shall constitute a confirmation by me that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time. I understand that the certificates representing the shares being purchased by me in accordance with this notice shall bear a legend referring to the foregoing covenants, representations and warranties and restrictions on transfer, and I agree that a legend to that effect may be placed on any certificate which may be issued to me as a substitute for the certificates being acquired by me in accordance with this notice. I further understand that capitalized terms used in this Notice of Exercise without definition shall have the meanings given to them in the Plan. Very truly yours, Signature Name Address Social Security Number Date AGREED TO AND ACCEPTED: XXXXXX SUPPLY, INC. By: Title: Number of Shares Exercised: Number of Shares Remaining: Date: EXHIBIT 2 NOTICE OF WITHHOLDING ELECTION XXXXXX SUPPLY, INC. 1997 EXECUTIVE STOCK PLAN TO: Xxxxxx Supply, Inc. Attn: Secretary FROM: [NAME] RE: Withholding Election This election relates to the Option identified in Paragraph 3 below. I hereby certify that:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor employee with Company, nor shall this Agreement interfere in any way with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor service of employment at any time. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF OPTION TO PURCHASE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 1000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Chief Executive Officer Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as of ______ __, 2007. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place as of the _______ day of __________________ 20__ (the "Exercise Date"). On the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service of employment with Company or Collexis, as an independent contractor with Companythe case may be, nor shall this Agreement interfere in any way with the right of the Board of Directors or shareholders, acting pursuant to its Bylaws and/or articles of association of either Company or Collexis, as the Company case may be, to terminate Optionee's services as an independent contractor service of employment at any time. EXHIBIT 1 COLLEXIS HOLDINGCOLLEXIS, INC. B.V. NOTICE OF EXERCISE OF OPTION TO PURCHASE ACQUIRE COMMON STOCK Name: ______________________________________________ Address: ______________________________________________ ________________________________________ ________________________________________ Date: ______________________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 B.V. [______________] [______________] Attn: Chief Executive Officer CEO Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase acquire ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "‘Agreement"’) dated as of ______ __, 2007______. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place issuance proceedings will commence as of the _______ day of __________________ 20200____ (the "‘Exercise Date"’). On the Exercise Date, I will deliver to you cash cash, or check payable by bank wire to Company, in the total amount of $________, representing the full Purchase Issuance Price of such Option Shares. If I do not deliver pay the full Issuance Price by cash or check bank wire to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Issuance Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate relevant, certified copy of the notarial deed of issuance is registered in my nameavailable, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "‘1933 Act"’), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service as an independent contractor with Company, nor shall this Agreement interfere in any way with the right of the Board of Directors of the Company to terminate Optionee's services as an independent contractor at any time. EXHIBIT 1 COLLEXIS HOLDING, INC. NOTICE OF EXERCISE OF OPTION TO PURCHASE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Chief Executive Officer Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "Agreement") dated as of ______ __, 2007. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place as of the _______ day of __________________ 20__ (the "Exercise Date"). On the Exercise Date, I will deliver to you cash or check payable to Company, in the total amount of $________, representing the full Purchase Price of such Option Shares. If I do not deliver cash or check to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate is registered in my name, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "1933 Act"), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service of employment with Company or Collexis, as an independent contractor with Companythe case may be, nor shall this Agreement interfere in any way with the right of the Board of Directors or shareholders, acting pursuant to its Bylaws and/or articles of association of either Company or Collexis, as the Company case may be, to terminate Optionee's services as an independent contractor service of employment at any time. EXHIBIT 1 COLLEXIS HOLDINGCOLLEXIS, INC. B.V. NOTICE OF EXERCISE OF OPTION TO PURCHASE ACQUIRE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: ________________________________ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 B.V. [______________] [______________] Attn: Chief Executive Officer CEO Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase acquire ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "‘Agreement"’) dated as of ______ __, 2007______. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place issuance proceedings will commence as of the _______ day of __________________ 20200____ (the "‘Exercise Date"’). On the Exercise Date, I will deliver to you cash cash, or check payable by bank wire to Company, in the total amount of $________, representing the full Purchase Issuance Price of such Option Shares. If I do not deliver pay the full Issuance Price by cash or check bank wire to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Issuance Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate relevant, certified copy of the notarial deed of issuance is registered in my nameavailable, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "‘1933 Act"’), I hereby represent, warrant, covenant, and agree with Company as follows:

No Right to Continued Retention. Nothing in this Agreement shall be interpreted or construed to confer upon Optionee any right with respect to Optionee's continued service of employment with Company or Collexis, as an independent contractor with Companythe case may be, nor shall this Agreement interfere in any way with the right of the Board of Directors or shareholders, acting pursuant to its Bylaws and/or articles of association of either Company or Collexis, as the Company case may be, to terminate Optionee's services as an independent contractor service of employment at any time. EXHIBIT 1 COLLEXIS HOLDINGCOLLEXIS, INC. B.V. NOTICE OF EXERCISE OF OPTION TO PURCHASE ACQUIRE COMMON STOCK Name: ________________________________ Address: ________________________________ ________________________________ ________________________________ Date: _____________________________ Collexis B.V. [____ Collexis Holding, Inc. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxx, XX 00000 ___________] [______________] Attn: Chief Executive Officer CEO Re: Exercise of Nonqualified Stock Option To whom it may concern: I hereby elect to exercise the option granted to me to purchase acquire ________ Option Shares in accordance with that certain Nonqualified Stock Option Agreement (the "'Agreement"') dated as of ______ __February 1, 20072006. Except as otherwise defined in this notice, all capitalized terms and phrases in this notice shall have the meaning ascribed thereto in the Agreement. Subject to Company's acceptance, the purchase shall take place issuance proceedings will commence as of the _______ day of __________________ 20200____ (the "'Exercise Date"'). On the Exercise Date, I will deliver to you cash cash, or check payable by bank wire to Company, in the total amount of $________, representing the full Purchase Issuance Price of such Option Shares. If I do not deliver pay the full Issuance Price by cash or check bank wire to Company on the Exercise Date, I hereby request that Company withhold the number of Option Shares that have an aggregate value equal to the Purchase Issuance Price of the number of Option Shares for which this notice is given from the number of Option Shares issued to me. As soon as the stock certificate relevant, certified copy of the notarial deed of issuance is registered in my nameavailable, please deliver it to me at the above address. If the Option Shares being acquired are not registered for issuance to and resale by Optionee pursuant to an effective registration statement on Form S-8 (or successor form) filed under the Securities Act of 1933, as amended (the "'1933 Act"'), I hereby represent, warrant, covenant, and agree with Company as follows: