EXHIBIT 10.24
AGREEMENT
This AGREEMENT (this "Agreement") is made as of_____ __, 2005, by and
among BigString Corporation (the "Company"), a Delaware corporation, with
offices located at 0000 Xxxxxxx 00, Xxxxx 000, Xxx Xxxx, Xxx Xxxxxx 00000, and
each of the Company's stockholders listed on the signature page hereto
(collectively, the "Selling Stockholders").
WHEREAS, the Company is obligated under existing registration rights
agreements to register under applicable federal securities laws shares of its
common stock, par value $.0001 per share ("Common Stock"), held by certain of
its stockholders;
WHEREAS, to comply with its obligation to register shares of Common Stock
for certain of its stockholders, the Company has filed a registration statement
on Form SB-2 (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC");
WHEREAS, there is currently no public market for the Company's Common
Stock, and, therefore, no established per share market price; and
WHEREAS, to facilitate the registration and sale of the shares of Common
Stock by the Selling Stockholders (the "Offering"), each of the Selling
Stockholders agrees to establish a per share offering price to remain in effect
for the specified period provided herein;
NOW, THEREFORE, in consideration of the mutual promises set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto do hereby agree as follows:
1. Per Share Price. The shares of Common Stock included in the
Registration Statement filed by the Company with the SEC and to be offered for
sale in the Offering, shall be offered by the Selling Stockholders and/or their
registered representatives at a per share price of $0.48 until the earlier of
(a) ninety days following the date of the prospectus contained in the
Registration Statement, or (b) the inclusion of the Common Stock on the NASDAQ
Over-the-Counter Bulletin Board Trading System. Thereafter, shares of Common
Stock may be offered by the Selling Stockholders from time to time through
public and private transactions at prevailing market prices or at privately
negotiated prices.
2. Representations and Warranties. Each of the Selling Shareholders
represents and warrants that the following are true and correct to the best of
his, her or its knowledge on the date hereof.
a. Selling Shareholder is the owner of the shares of Common Stock
set forth next to his, her or its name.
b. Selling Shareholder has the full right and authority to execute
this Agreement.
c. There are no actions, suits or proceedings pending, or
threatened, against the Selling Shareholder which may adversely affect the
shares of Common Stock being
registered under the Registration Statement for the benefit of the Selling
Shareholder, at law or in equity.
d. There are no attachments, executions, assignments for the benefit
of creditors or voluntary or involuntary proceedings in bankruptcy pending,
contemplated or threatened against the Selling Shareholder.
e. There are no existing or pending contracts of sale, options to
purchase or rights of first refusal with respect to the shares of Common Stock
being registered under the Registration Statement for the benefit of the Selling
Shareholder.
3. Remedies. In the event that any Selling Stockholder shall at any time
attempt to sell his, her or its shares of Common Stock included in the
Registration Statement in violation of the terms of this Agreement, then the
Company shall, in addition to all available rights and remedies at law and in
equity, be entitled to (a) a decree or restraining order, preventing the Selling
Stockholder from transferring the Common Stock, and (b) repurchase the shares of
Common Stock to be transferred in violation of this Agreement for $0.48 per
share; it being hereby acknowledged and agreed that damages at law will be an
inadequate remedy for a breach or threatened breach of the provisions set forth
in this Agreement.
4. Termination. This Agreement and all restrictions on the Common Stock
held by the Selling Stockholders created hereunder shall terminate with respect
to each Selling Stockholder upon the first to occur of the following: (a) the
bankruptcy or dissolution of the Company; (b) at such time as the Selling
Stockholder ceases to hold any shares of Common Stock subject to this Agreement,
or (c) one year from the date of the prospectus included as part of the
Registration Statement.
5. Miscellaneous.
a. Governing Law and Venue. This Agreement is to be construed and
interpreted in accordance with the laws of the State of New Jersey, without
regard to its provisions concerning conflict of laws. Any dispute or controversy
concerning or relating to this Agreement shall be exclusively resolved in the
courts of the State of New Jersey located in Monmouth County, New Jersey, and in
the federal courts of the United States of America located in the State of New
Jersey. Each of the parties hereby irrevocably submits to the exclusive
jurisdiction of the courts of the State of New Jersey located in Monmouth
County, New Jersey and the federal courts of the United States of America
located in the State of New Jersey..
b. Captions and Headings. Captions and headings used herein are for
reference only and are in no way to be deemed to define, limit, explain or
amplify any provisions hereof.
c. Entire Agreement. This Agreement represents the entire agreement and
understanding between the parties hereto and no oral or written representations
or promises have been made with respect thereto.
d. No Oral Changes. This Agreement may not be altered or modified orally,
but only by a written agreement executed by the parties hereto.
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e. Construction. When the context of this Agreement so requires, nouns
appearing in the singular are to have the same effect as if used in the plural
and vice versa, and the proper gender is to be attributed to all pronouns.
f. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be considered an original and all of which shall constitute
one and the same instrument, notwithstanding that all parties are not
signatories to the same counterpart.
g. Binding. This Agreement is binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
h. Waiver. No waiver by any party or any failure of, or refusal by, the
other parties to comply with their obligations under this Agreement are to be
deemed a waiver of any other or subsequent failure or refusal to so comply.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first above written.
BIGSTRING CORPORATION
By: ________________________________________
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive Officer
Number of Shares of
Common Stock
Signatures Being Registered
---------- -------------------
430,313
--------------------------------------------------- ---------
AJW Offshore, Ltd.
299,531
--------------------------------------------------- ---------
AJW Partners, LLC
101,250
--------------------------------------------------- ---------
AJW Qualified Partners, LLC
125,000
--------------------------------------------------- ---------
Xxxxx X. Adredge
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Number of Shares of
Common Stock
Signatures Being Registered
---------- -------------------
1,250,000
--------------------------------------------------- ---------
Xxxxx X. Xxxxxxx
600,000
--------------------------------------------------- ---------
Xxxxx Xxxxx
312,500
--------------------------------------------------- ---------
Xxxxxxx X. Xxxxxx XxXxx Xxxxxx
375,000
--------------------------------------------------- ---------
Xxxxxxxx Xxxxxxxxx
375,000
--------------------------------------------------- ---------
Xxxxxxxx Xxxxxxxxx
(shares held in XXX)
750,000
--------------------------------------------------- ---------
Xxxxxxxx Xxxxxxxxx
(shares held in Foundation)
1,250,000
--------------------------------------------------- ---------
Xxx X. Xxxxxxx
312,500
--------------------------------------------------- ---------
Xxxx X. Xxxxxxxx
125,000
--------------------------------------------------- ---------
Xxxxxxx Xxxxxxxx
120,000
--------------------------------------------------- ---------
Xxxx Xxxxxx
581,250
--------------------------------------------------- ---------
Xxxxxxxx Xxxxxx, Xx.
4
Number of Shares of
Common Stock
Signatures Being Registered
---------- -------------------
40,000
--------------------------------------------------- ---------
Xxxxxx Xxxxxx
80,000
--------------------------------------------------- ---------
Xxxxxx X. Xxxxxxxx
312,500
--------------------------------------------------- ---------
Xxxxxxx X. Xxxxxxxxx
15,625
--------------------------------------------------- ---------
Xxxxxx Xxxx Xxxxx Xxxx
31,250
--------------------------------------------------- ---------
Xxxxx Xxxx, as President of Herd Family Partnership
(shares held by Herd Family Partnership)
38,750
--------------------------------------------------- ---------
Xxxxxx Xxxx
55,000
--------------------------------------------------- ---------
Xxxxxx Xxxxxxx
312,500
--------------------------------------------------- ---------
Xxxxx X. Xxxxxxx Xxxxxxx Xxxxxxx
72,000
--------------------------------------------------- ---------
Xxxxxxx Xxx Xxxx Xxx
(shares held in JTWROS)
200,000
--------------------------------------------------- ---------
Xxxxxx Xxxxxx
40,000
--------------------------------------------------- ---------
Xxxx X. Xxxxx
(PSP)
5
Number of Shares of
Common Stock
Signatures Being Registered
---------- -------------------
312,500
--------------------------------------------------- ---------
Xxxx Xxxxxx
205,000
--------------------------------------------------- ---------
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx
(shares held in JTWROS)
450,000
--------------------------------------------------- ---------
Xxxxx Xxxxx
12,656
--------------------------------------------------- ---------
New Millennium Capital Partners II, LLC
450,000
--------------------------------------------------- ---------
Xxxxxx Xxxxxxxxxx
31,250
--------------------------------------------------- ---------
Xxxx Xxxxxxxxxxx
62,500
--------------------------------------------------- ---------
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx
312,500
--------------------------------------------------- ---------
Xxxxx Xxxxx Xxx Xxxxx
40,000
--------------------------------------------------- ---------
Xxx Xxxxxxxxx
125,000
--------------------------------------------------- ---------
Xxxx X. Xxxx
62,500
--------------------------------------------------- ---------
Xxxx Xxxxxxxx
40,000
--------------------------------------------------- ---------
Xxxx Xxxxxxxx
6
Number of Shares of
Common Stock
Signatures Being Registered
---------- -------------------
114,000
--------------------------------------------------- ---------
H. Xxxxxx Xxxxx
625,000
--------------------------------------------------- ---------
Xxxxxx Family LP
625,000
--------------------------------------------------- ---------
Xxxxxx Xxxxxxx
156,250
--------------------------------------------------- ---------
Xxxx Yuko
40,000
--------------------------------------------------- ---------
Xxxxxxx Xxxxxxxx
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