EXHIBIT 10.24
SELLING STOCKHOLDER AGREEMENT
This
AGREEMENT (this "Agreement") is made as of December 1, 2005 by
and
among BigString Corporation (the "Company"), a Delaware
corporation, with
offices located at 3 Harding Road, Suite F, Red Bank, New Jersey
07701, and each
of the Company's stockholders and warrant holder listed on the
signature pages
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,
in addition to the stockholders who have entered into
registration rights agreements with the Company, the Company has
allowed certain
other investors to include for registration in the Registration
Statement
certain of their shares of Common Stock;
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 unless and
until the
Common Stock is included for quotation on the NASDAQ
Over-the-Counter Bulletin
Board Trading System or a market for our Common Stock otherwise
develops.
Thereafter, shares of Common Stock may be offered by the Selling
Stockholders
from time to time at prevailing market 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, or will be the owner
of
upon the proper exercise of the applicable warrants, the shares of
Common Stock
set forth next to his, her or its name.
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(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. Caption
