ASSETPURCHASE AGREEMENT (FindItAll)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 11, 2008, is by and between BigString Corporation, a corporation incorporated and organized under the laws of the State of Delaware, with its principal executive offices at 3 Harding Road, Suite E, Red Bank, New Jersey 07701 (“Seller”), and FindItAll, Inc., a corporation incorporated and organized under the laws of the State of Nevada, with its principal executive offices at 41 Owatonna Street, Haworth, New Jersey 07641 (“Buyer”).  Buyer and Seller shall be individually referred to herein at times as a “Party” or together as the “Parties.”

WHEREAS, Buyer desires to purchase and Seller desires to sell the Website and all of the assets of Seller used exclusively in connection with the operation of the Website, upon the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the premises and of the respective covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1.01   Purchase and Sale.  At the Closing (as defined below), upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Website and the following assets of Seller used to operate the Website (the “Purchased Assets”):  (i) all of Seller’s right, title and interest in the Website and domain name “www.FindItAll.com” including all registrations with respect thereto (the “Registrations”); (ii) all customer contracts, member lists, and member files, records and other similar information relating to the Website; (iii) all source code relating to the Website; and (iv) all warranty rights and causes of action with respect to the Purchased Assets.  The Purchased Assets are being sold by Seller in “as is” condition.

1.02   Liabilities.  Except as otherwise provided herein, Buyer is not assuming and it shall not be held responsible for any liabilities of Seller, of any kind or nature whatsoever, which have accrued or arisen out of actions occurring prior to the Closing, including, without limitation, accounts payable, notes payable, taxes payable, judgments, awards, warranty claims, lease obligations, salaries, wages, severance, separation or vacation pay, profit sharing, retirement, pension, bonus or other employee benefits relating to Seller’s employees, agents and/or consultants, or any liabilities or obligations arising out of the operation of the Website prior to Closing.

2.01   Purchase Price.  The purchase price (the “Purchase Price”) for the Purchased Assets shall be Twenty Million (20,000,000) shares (the “Shares”) of the Buyer’s common stock, par value $.0001 per share (“Common Stock”).  The Purchase Price shall be delivered at Closing.

3.01   Closing.  Subject to the conditions set forth in this Agreement, the purchase and sale of the Purchased Assets pursuant to this Agreement (the “Closing”) shall take place at the offices of Giordano, Halleran & Ciesla, P.C., 125 Half Mile Road, Red Bank, New Jersey at 10:00 a.m. on June 11, 2008, or at such other time and place as may be agreed to by the Parties hereto (the “Closing Date”).

3.02   Buyer’s Deliveries.  At the Closing, Buyer shall deliver to Seller all of the following:

(c) without limitation by specific enumeration of the foregoing, all other documents reasonably required to consummate the transactions contemplated hereby, including any documents necessary for the Registrations to be assigned to Buyer.

(b) all documents evidencing Seller’s interest in the domain name relating to the Website and all applicable passwords and source codes relating to, or required to operate, the Website; and

(c) without limitation by specific enumeration of the foregoing, all other documents reasonably required to consummate the transactions contemplated hereby, including any documents necessary for the Registrations to be assigned to Buyer.

(a)   Seller’s Authority, Approvals and Consents.  Seller has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and this Agreement constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights and remedies of creditors and debtors, and (ii) equitable principles generally, regardless of whether such principles are considered in a proceeding at equity or at law.

(b)   No Consents Required.  No consent of any other party is needed to enable Seller to consummate the transactions contemplated under this Agreement, including any consent under any agreement, note, mortgage, lease or other contract.

(c)   General Warranty of Title; Condition of Assets.  Seller has good and marketable title to all of the Purchased Assets being transferred under this Agreement.  The Purchased Assets are free and clear of all liens, encumbrances and restrictions of any nature.

(d)   Governmental Filings; No Violations.  Except as may be contemplated herein, no notices, reports or other filings are required to be made by Seller, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller, from any governmental or regulatory authority, court, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby.

(e)   Litigation and Liabilities.  There are no (i) civil, criminal or state or federal administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of Seller, threatened against Seller, or (ii) obligations or liabilities, whether or not accrued, contingent or otherwise, or any other facts or circumstances, in either such case, that are reasonably likely to result in any claims against Seller.

 

(f)   Compliance with Laws.  To the knowledge of Seller, the Website has not been, and is not being, operated in violation of any law, statute, ordinance, regulation, judgment, order, injunction, arbitration award, license or permit of any Governmental Entity (collectively, "Laws") which has had or could reasonably be expected to have a material adverse effect on Seller or the Purchased Assets.  No investigation or review by any Governmental Entity with respect to Seller is pending or, to the knowledge of Seller, threatened, nor has any Governmental Entity indicated an intention to conduct the same.  Seller has not received any written notice of any noncompliance with any such Laws that has not been cured as of the date hereof.  Seller has all permits, licenses, variances, exemptions, orders and other governmental authorizations, consents and approvals, necessary to operate the Website.

(n)   Review of Agreement.  Seller has carefully read and reviewed this Agreement and, to the extent believed necessary, Seller has discussed with its legal, accounting and other professional advisors the representations, warranties and agreements which the Seller is making herein and the terms and conditions of the investment contemplated hereby.

(o)   Broker’s or Finder’s Fees.  No agent, broker, person or firm acting on behalf of the Seller is, or shall be, entitled to any commission or broker’s or finder’s fees from either Party, in connection with any of the transactions contemplated herein.

(a)   Buyer’s Authority, Approval and Consents.  Buyer hereby represents and warrants to Seller that it has all requisite power, capacity and authority to enter into this Agreement, consummate the transactions contemplated herein and perform its obligations contemplated herein.  The Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights and remedies of creditors and debtors, and (ii) equitable principles generally, regardless of whether such principles are considered in a proceeding at equity or at law.  The execution and delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby do not and will not conflict with any agreement to which Buyer is a party.

(b)   No Consents Required.  No consent of any other party or Governmental Entity is needed to enable Buyer to consummate the transactions contemplated under this Agreement.

(c)   Broker’s or Finder’s Fees.  No agent, broker, person or firm acting on behalf of the Seller is, or shall be, entitled to any commission or broker’s or finder’s fees from either Party, in connection with any of the transactions contemplated herein.

(d)   Duly Authorized Shares.  The Shares being sold and issued to the Buyer pursuant to this Agreement are duly authorized, validly issued and non-assessable.

5.01   Additional Agreements.  Subject to the terms and conditions of this Agreement, each of the Parties hereto agrees to use their reasonable best efforts at their own expense to take, or cause to be taken, proper or advisable action under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.  In case at any time after the Closing further action is necessary or desirable to carry out the purposes of this Agreement, the Parties shall take all such appropriate action.

5.02   Confidentiality.  Seller hereby agrees not to disclose or divulge any confidential, proprietary or secret information which Seller may obtain from Buyer, including, by way of example and not in limitation thereof, financial statements, reports and other materials submitted by Buyer as required hereunder, unless required to be disclosed by Law or pursuant to any judgment, order, subpoena or decree of any court having competent jurisdiction, or unless such information is or becomes publicly known (other than as a result of a violation of this Section 5.02), or unless Buyer gives its written consent to Seller’s release of such information, except that no such written consent shall be required (and Seller shall be free to release such information) if such information is to be provided to Seller’s lawyers or accountants who are instructed to comply with this provision.  Seller shall be responsible for making sure his lawyers and accountants comply.

(a)   Restrictions on Transfer.  Seller acknowledges that the Shares to be issued to Seller pursuant to this Agreement have not been registered under the Securities Act, that such Shares are being or will be issued pursuant to an exemption from registration under the Securities Act and that such Shares constitute “restricted securities” under Rule 144.  Accordingly, the Shares shall not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of by Seller (each, a “Transfer”) except upon the conditions specified in this Section 5.03, which conditions are intended to ensure compliance with the provisions of the Securities Act and this Agreement.

(b)   Restrictive Legend.  Each certificate representing the Shares which are issued to the Seller and each certificate for any such Shares issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions of Sections 5.03(c) and 5.03(d)) be stamped or otherwise imprinted with a legend in substantially the following form:

(c)   Notice of Transfer.  Seller agrees, prior to any Transfer of Shares, to give written notice to Buyer of Seller’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 5.03.  Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by the written opinion, addressed to Buyer, of counsel for the holder of such Shares, stating that in the opinion of

(d)   Removal of Legends, Etc.  Notwithstanding the foregoing provisions of this Section 5.03, the restrictions imposed by this Section 5.03 upon the transferability of any Shares held by Seller shall cease and terminate when (i) any such Shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, or as otherwise contemplated by Section 5.03(c) and, pursuant to Section 5.03(c), the securities so transferred are not required to bear the legend set forth in Section 5.03(b), or (ii) the holder of such Shares has met the requirements for Transfer of the Shares pursuant to subparagraph b(1) of Rule 144.  The Buyer, at its expense, shall deliver and shall cause legal counsel selected by the Buyer to deliver to its transfer agent an appropriate instruction and opinion of such counsel directing the delivery of shares of Common Stock without any legends in connection with any proposed Transfer by the holder(s) of such Shares pursuant to (d)(ii), provided Seller or its permitted transferees are not Affiliates (as defined in Section 5.04(c)) of the Buyer.   Whenever the restrictions imposed by this Section 5.03 shall terminate, as herein provided, Seller shall be entitled to receive from Buyer, without expense, a new certificate representing such Shares (or the balance of such Shares as the case may be) not bearing the restrictive legend set forth in Section 5.03(b), and not containing any other reference to the restrictions imposed by this Section 5.03.

(a)   Following the Closing, Buyer agrees that until the earliest of (i) Seller no longer owns the Shares, (ii) Buyer is obligated to file periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (iii) June 30, 2011, that in the event Buyer issues shares of its Common Stock, or rights to receive or otherwise purchase shares of Common Stock (including by way of conversion of any instrument of debt or class of capital stock or exercise of any warrant or option), to a person or entity not deemed to be an Affiliate (as defined below) for less than the book value of the Common Stock at the time of such issuance (each a “Dilutive Issue”), then Buyer shall automatically issue to Seller, for no additional consideration, such additional shares of Common Stock so that the aggregate book value of the Shares and such additional shares issued to Seller after such Dilutive Issue, equals the book value of the Shares prior to the Dilutive Issue.

(b)   Following the Closing, Buyer agrees that until the earlier of (i) Seller no longer owns the Shares, (ii) Buyer is obligated to file periodic reports pursuant to the Exchange Act, or (iii) June 30, 2011, that in the event Buyer issues shares of its Common Stock, or rights to receive or otherwise purchase shares of Common Stock (including by way of conversion of any instrument of debt or class of capital stock or exercise of any warrant or option), to any Affiliates of Buyer (an “Affiliate Issue”), which issuance(s) in the aggregate during any twelve (12) month period commencing on the date of this Agreement,  exceed fifteen percent (15%) of the Buyer’s Common Stock outstanding on the first day of each such twelve (12) month period, then Buyer shall automatically issue to Seller, for no additional consideration, such additional shares of Common Stock so that Seller’s percentage ownership of Buyer immediately following such Affiliate Issue is made to equal Seller’s percentage ownership of Buyer immediately prior to such Affiliate Issue.

(c)    For purposes of this Section 5.04, an “Affiliate” of the Buyer shall mean any person or entity that directly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Buyer.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Buyer, whether through the ownership of voting securities, by contract or otherwise.  For purposes of clarity, an Affiliate shall include, but not be limited to, all officers, directors, representatives, agents and employees of Buyer, the immediate family members of such persons (not more remote than first cousins), any entity controlled by such person(s), and/or any subsidiary of Buyer.

  5.05   Non-Competition.  Buyer agrees that from and after the date of this Agreement, and for a period ending on the fifth (5th) anniversary hereof, Buyer shall not directly or indirectly (through or on behalf of any other person or entity), (i) acquire, finance, own any interest in, manage, control, participate in, consult with, render services for, operate or in any manner engage in any business which (A) engages or proposes to engage in the recallable, erasable, self-destructing email and/or instant messaging market, or (B) is substantially similar to, or competitive with, the business of the Seller as now conducted (a “Competing Activity”), or (ii) for the purpose of conducting or engaging in a Competing Activity, call upon, solicit, advise or otherwise do, or attempt to do, business with any clients, suppliers, customers or accounts of Seller or any of its affiliates.  Buyer acknowledges that given the nature of Seller’s business, Seller operates worldwide and, as such, agrees that the territory for purposes of this restrictive covenant shall be worldwide.

6.01   Assignment.  At Closing, Seller shall hereby transfer and assign to Buyer, free and clear of all known claims, liens and encumbrances, any and all of Seller’s right, title and interest in and to the Registrations and any other rights associated with such Registrations, including, without limitation, any intellectual property rights and associated goodwill.

6.02   Further Actions.  Seller will cooperate in good faith with Buyer and take any and all actions reasonably necessary to transfer ownership of the Registrations to Buyer, including, without limitation, preparing any and all necessary transfer authorizations with any applicable Internet domain name registration authority.

7.01   Indemnification by Seller.  Seller covenants and agrees to defend, indemnify and hold harmless Buyer and its respective officers, directors, employees, shareholders, agents, advisers and representatives (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, demands, liabilities, obligations, losses, fines, costs, expenses, royalties, litigation, deficiencies or damages (whether absolute, accrued, contingent or otherwise and whether or not resulting from third party claims), including interest and penalties with respect thereto and out-of-pocket expenses and reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder, resulting from or arising out of:  

7.02   Indemnification by Buyer.  Buyer covenants and agrees to defend, indemnify and hold harmless Seller and its respective officers, directors, employees, shareholders, agents, advisers and representatives (collectively, the “Seller Indemnitees”), from and against, and pay or reimburse Seller Indemnitees for, any and all claims, demands, liabilities, obligations, losses, fines, costs, expenses, royalties, litigation, deficiencies or damages (whether absolute, accrued, contingent or otherwise and whether or not resulting from third party claims), including interest and penalties with respect thereto and out-of-pocket expenses and reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder, resulting from or arising out of:

8.02   Expenses.  Each of the Parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, or others engaged by such Party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

8.03   Assignments.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives and assigns.

8.04   Entire Agreement.  This Agreement (including any exhibits hereto) embodies the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby and supercedes all prior written or oral commitments, arrangements or understandings with respect thereto.

8.05   Headings.  The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

8.06   Modifications, Amendments and Waivers.  The Parties may, by written agreement, modify, amend or supplement any term or provision of this Agreement and any term or provision of this Agreement may be waived in writing by the Party which is entitled to the benefits thereof.

8.07   Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the Party executing same (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

8.08   Governing Law.  This Agreement shall be governed by the laws of the State of New Jersey (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters including, but not limited to, matters of validity, construction, effect and performance.  The Parties consent to the exclusive jurisdiction of the state or federal courts sitting in the State of New Jersey to resolve any disputes which may arise under this Agreement.

8.09   Severability.  If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby.  To the extent permitted by applicable law, each Party waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect.

8.10   Notices.  All notices or other communications required or permitted hereunder shall be given in writing and shall be deemed sufficient if delivered by hand, mailed by registered or certified mail, postage prepaid (return receipt requested), or delivered by overnight delivery service with proof of delivery to a Party at the address first provided above for such Party or such other address as shall be furnished in writing by such Party, and any such notice or communication shall be effective and be deemed to have been given as of the date so delivered if delivered by hand, three (3) calendar days after the date so mailed, or one (1) business day following deposit with an overnight delivery service.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.