Stock Purchase Agreement



 EXHIBIT 4.3 
  

STOCK PURCHASE AGREEMENT 
  
 STOCK PURCHASE AGREEMENT dated as of November 19, 2003, between Asconi Corporation, a Nevada corporation (the “Company”) and
                     (the “Purchaser”). 
  
 WHEREAS, the Purchaser desires to subscribe for, and the Company desires to issue to the Purchaser
         shares of the Company’s securities (“Common Stock”), and warrants to purchase              shares of the
Company’s common stock (the “Warrants”) (the Common Stock and Warrants hereinafter collectively called “the Units”), all upon the terms and conditions set forth in this Agreement; 
  
 NOW, THEREFORE, in consideration of the foregoing and of the
mutual premises, covenants, representations and warranties herein contained, it is hereby agreed as follows: 
  
 1. Purchase Price; Issuance. In reliance on the representations and warranties contained herein and subject to the terms and
conditions hereof, the Purchaser hereby subscribes for              Units of the Company for the purchase price of $5 per Unit. Each Unit shall consist of (I) one common share of the
Company and (II) one warrant to acquire one additional common share of the Company at an exercise price of’ 120% of’ the common share price of the Company as reported by AMEX at the close of the trading on the business day prior to closing
of the purchase price of the Units, exercisable not sooner than one (1) year from execution hereof and not later than the close of business for a period expiring three (3) years from the closing of any prospectus offering of the sale of additional
common shares of the Corporation. 
  
 1.1
Delivery and Payment: Delivery of and payment for the Units shall be completed at the office of the Company no later than December 3, 2003. 
  
 2. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows: 

 
 2.1 Corporate Status. The Company and each of its
subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated with full corporate power and authority to carry on its business as now conducted and as proposed to
be conducted. 
  
 2.2 Authority of
Agreement. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in
accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect and subject to the application of equitable
principles and the availability of equitable remedies. The issuance of the Units and underlying securities are not and will not be subject to preemptive rights or right of first refusal that have not been properly waived or complied with.








 2.3 No Conflicts. The execution, delivery and performance of this Agreement and
the other instruments and agreements to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not with or without the giving of
notice or the passage of time or both, violate or conflict with or result in a breach or termination of any provision of, or constitute a default under the Certificate of Incorporation or the By-Laws of the Company or any order, judgment, decree,
statute, regulation, contract, agreement or any other restriction of any kind or description to which the Company or its assets may be bound or subject. The Company is not in violation of or (with or without notice or lapse of time or both) in
default under, any material term or provision of its Certificate of Incorporation or By-Laws or any indenture, loan or credit agreement, note agreement, mortgage. security agreement or other agreement, lease or other instrument, commitment or
arrangement to which the Company is a party or by which the Company’s assets are bound. 
  
 2.4 Fully Paid and Non-Assessable. Upon issuance of the Units and payment therefor pursuant to the terms hereof each share of
Common Stock issued shall be validly issued, fully paid and non-assessable, and upon exercise of the Warrants and payment therefor, each share of common stock (the “Common Stock”) shall be validly issued, fully paid and non-assessable.

  
 2.5 Certificate and Bylaws. The copies
of the Certificate of Incorporation and By-laws of the Company, which have been delivered to (or made available for inspection by) the Purchaser prior to the execution of this Agreement; are true and complete and have not been amended or repealed.

  
 2.6 Qualification. The Company is a
corporation in good standing organized in the State of Nevada. 
  
 2.7 Capital Stock. As of the Closing Date, the authorized capital stock of the Company will consist of 100,000,000 shares and 11,759.135 shares of common stock issued and outstanding, par value $.001 per share.
All such outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. 
  
 2.8 Binding Obligations. 
  
 (a) This Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with
its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. 
  
 (b) The Units and underlying securities are duly authorized
and, when issued and paid for in accordance with the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid and non-assessable and free and clear of all liens and restrictions, other than liens that might have
been created or suffered by any Purchaser with respect to its Units and underlying securities and restrictions imposed by the Securities Act, state securities laws or this Agreement. 
  
 2.9 Securities Laws. Subject to the accuracy of the representations and warranties contained in
Section 3, the offer, issue and sale of the Units are and will be exempt from 
  

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 registration and prospectus delivery requirements of’ the Securities Act, are and will be issued in
compliance with all applicable federal and state securities laws. 
  
 2.10 Financial Statements. Included in the Form 10-QSB for the nine months ended September 30, 2003, is the Company’s unaudited balance sheet (the “Balance Sheet”) as of September 30, 2003
(“Form 10-QSB”) (the “Balance Sheet Date”), and the unaudited statement of operations for the three and nine month period then ended. Included in its 2002 annual report on Form 10-KSB for the year ended 2002 (“Annual
Report”) are the Company’s audited balance sheets as of December 31, 2002 and the audited statements of operations, cash flow and changes of stockholders’ equity for the period then ended, together with the related report of Thomas
Ledger and Company LLP, independent certified public accountants. The foregoing financial statements (i) are complete and correct in all material respects and are in accordance with the books and records of the Company, (ii) present fairly the
financial condition of the Company at the Balance Sheet Date and other dates therein specified and the results of operations and changes in financial position of the Company for the periods therein specified, and (iii) have been prepared in
accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods, except that the unaudited financial statements are subject to year-end audit adjustments and do not contain complete footnotes or
statement of stockholders’ equity. The Company, and/or its subsidiaries, has no liabilities or obligations, acquired or absolute, contingent or otherwise, which are not reflected or provided for in the financial statements. 
  
 2.11 Changes. Since the Balance Sheet Date, except as
disclosed in the Form 10-QSB, there has been no event that would have a Material Adverse Effect. Since the Balance Sheet Date, except as disclosed in the Form 10-QSB, the Company has not (a) mortgaged, pledged or subjected to lien any of its
material assets, tangible or intangible, (b) sold, transferred or leased a material portion of its assets, (c) cancelled or compromised any material debt or claim, or waived or released any right of material value, (d) suffered any physical damage,
destruction or loss (whether or not covered by insurance) having a material effect, (e) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, or (f)
suffered or experienced any material adverse change or loss in its business. 
  
 2.12 Material Agreements of the Company. The Company is not a party to or otherwise bound by any written or oral agreement, instrument or arrangement that is material to the Company except for those agreements
referenced in or included as exhibits to the Annual Report or the Form l0-QSB (“Material Contracts”). The Company is not in default of any Material Contract. 
  
 2.13 Litigation. Except as disclosed in the 10-QSB, there is no action pending and, to the best
knowledge of the Company, there is no material action threatened against the Company or its properties or assets. The Company is not in default with respect to any order, writ, judgment, injunction, decree, determination or award of’ any court
or of any governmental entity. 
  
 2.14
Disclosure. The representations and warranties of the Company contained herein, when read together with the Form I 0-QSB and the Annual Report do not contain any untrue statement of material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they are made, are not misleading. 
  

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 2.15 Intellectual Property. 
  
 (a) To the best of the Company’s knowledge, the Company
has sufficient title to and ownership of or rights to all patents, patent rights, patent applications, inventions, trademarks, service marks, trade names, copyrights and information, proprietary rights and processes necessary for the conduct of its
business, and the use by the Company of the foregoing does not conflict with or constitute an infringement of the rights of others. The Company has sufficient licenses, permits and other governmental authorizations required for the conduct of its
business as currently conducted and is not in default with respect thereto, except as the failure to have any such license, permit or authorization or any default with respect thereto would not have a Material Adverse Effect. 
  
 (b) The Company has not received any communications alleging
that it has violated, has no knowledge that the Company has violated, or by conducting its business, the Company will not, to the best of its knowledge, violate, any of the patents, patent applications, inventions, trademarks, service marks, trade
names, copyrights or trade secrets, confidential information, proprietary rights or processes of any other person. 
  
 2.16 Retirement Obligations. Except for a non-contributory 401(k) plan, the Company does not have any Employee Benefit Plan as
defined in the Employee Retirement Income Security Act of 1974, as amended. 
  
 2.17 No Governmental Consent or Approval Required. Based in part on the representations made by the Purchaser in Section 3 of this Agreement, no authorization, consent, approval or other order of, declaration
to, or registration, qualification, designation or filing with, any federal, state or local governmental agency or body is required by or from the Company for the valid and lawful authorization, execution and delivery by the Company of this
Agreement or any other agreement entered into by the Company in connection with this Agreement, and consummation of the transactions contemplated hereby or thereby, or for the valid and lawful authorization, issuance, sale and delivery of the Units
and underlying securities or for the valid and lawful authorization, reservation, issuance, sale and delivery of the Units and underlying securities, other than the qualification (or taking of such action as maybe necessary to secure an exemption
from qualification, if available) of the offer and sale of the Units and underlying securities under the Florida Securities Law and applicable federal securities laws, which filings and qualifications, if required, will be accomplished in a timely
manner so as to comply with such qualification or exemption from qualification requirements. 
  
 2.18 AMEX Listing Compliance. The Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is
listed on the American Stock Exchange. 
  
 2.19 Reporting Status. The Company has filed in a timely manner all documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of this Agreement and such documents complied as to
form in all material respects with the Commission’s requirements as of their respective filing dates, and the information contained therein as of the date thereof did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. 
  


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 2.20 Compliance with AMEX Requirements. The Company shall comply with all
requirements of the American Stock Exchange, Inc. with respect to the issuance of the Units and underlying securities. 
  
 2.21 Eligibility to File Form S3. The Company is currently eligible to register the resale of common stock in an offering on a
registration statement on Form S3 under the Securities Act or other appropriate Form in the event Form S3 is not available. 
  
 3. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows: 
  
 3.1 Status. If the Purchaser is a corporation or
other entity duly organized, it validly exists and is in good standing under the laws of the jurisdiction of its organization with full power and authority to execute, deliver and perform its obligations under this Agreement. If the Purchaser is an
individual, the Purchaser has legal capacity to execute, deliver and perform his or her obligations under this Agreement. 
  
 3.2 Authority for Agreements. The Purchaser has the power and authority to execute and deliver this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser and this
Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors’ rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. 
  
 3.3 No Conflicts. The execution, delivery and performance of this Agreement and the other instruments
and agreements to be executed, delivered and performed by the Purchaser pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Purchaser does not and will not with or without the giving of notice or the
passage of time or both, violate or conflict with or result in a breach or termination of any provision of, or constitute a default under, the Certificate of Incorporation or the By-Laws of the Purchaser (if the Purchaser is a corporation), any
other organizational instrument (if the Purchaser is a legal entity other than a corporation) or any order. judgment, decree, statute, regulation, contract, agreement or any other restriction of any kind or description to which the Purchaser is a
party or by which the Purchaser may be bound. 
  
 3.4 Investor Representations and Acknowledgments. 
  
 (a) The Purchaser is acquiring the Units for the Purchaser’s own accounts for investment only and not as nominee or agent and not with a view to, or for sale in connection with, a distribution of the Units or its
components and with no present intention of selling, transferring, granting a participation in or otherwise distributing, the Units or its components, all within the meaning of the Securities Act of 1933, as amended, and the rules and regulations
thereunder, (the “Securities Act”) and any applicable state, securities or blue-sky laws. 
  

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 (b) The Purchaser is not a party or subject to or bound by any contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge the Units or any part thereof to any person, and has no present intention to enter into such a contract, undertaking, agreement or arrangement. 
  
 (c) The Purchaser acknowledges to the Company that:

  
 (i) The Company has advised the Purchaser that the Units and
underlying securities have not been registered under the Securities Act or under the laws of any state on the basis that the issuance thereof contemplated by this Agreement is exempt from such registration; 
  
 (ii) The Company’s reliance on the availability of such exemption is,
in part, based upon the accuracy and truthfulness of the Purchaser’s representations contained herein; 
  
 (iii) The Common Stock cannot be resold without registration or an exemption under the Securities Act and such state securities laws, and that
certificates representing the Common Stock will bear a restrictive legend to such effect; 
  
 (iv) The Purchaser has evaluated the merits and risks of purchasing the Units, and has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks
of such purchase, is aware of and has considered the financial risks and financial hazards of purchasing the Units, and is able to bear the economic risk of purchasing the Units, including the possibility of a complete loss with respect thereto;

  
 (v) The Purchaser has had access to such information
regarding the business and finances of the Company, and has been provided the opportunity to discuss with the Company’s management the business, affairs and financial condition of the Company and such other matters with respect to the Company
as would concern a reasonable person considering the transactions contemplated by this Agreement and/or concerned with the operation of the Company; 
  
 (vi) All of the Purchaser’s representations and warranties set forth herein are correct and complete as of the date of this Agreement, shall be true
and correct as of the closing of the transaction contemplated by this Agreement, shall survive such closing and if there should be any material change in such information prior to the sale to the purchaser of the Units, the Purchaser will
immediately furnish such revised or corrected information to the Company; and 
  
 (vii) Additional Representations and Warranties of Accredited Investors. The Purchaser, by initialing the applicable paragraph below (a) through (g) hereby represents and warrants that the Purchaser is an
“Accredited Investor”, because the Purchaser comes within one or more of the enumerated categories. The Purchaser has reviewed the Investor Suitability Standards attached as Annex A hereto and confirms it is an “Accredited
Investor” as indicated below. Place your initials in the space provided in the beginning of each applicable paragraph, thereby representing and warranting as to the applicability to the Purchaser of the initialed paragraph or paragraphs:

  
  

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 [            ] (a) any individual Purchaser whose net
worth, or joint net worth with that person’s spouse at the time of his purchase, exceeds $1,000,000 (including any individual participant of a Keogh Plan, IRA or IRA Rollover Purchaser); 
  
 [            ] (b) any
individual Purchaser who had an income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who reasonably expects an income in excess of the same
income level in the current year (including any individual participant of a Keogh Plan, IRA or IRA Rollover Purchaser); 
  
 [            ] (c) any corporation or partnership not formed for the specific purpose of making an
investment in the Units, with total assets in excess of $5,000,000; 
  
 [            ] (d) any trust, which is not formed for the specific purpose of investing in the Units, with total assets in excess of $5,000,000, whose purchase is directed
by a sophisticated person, as such term is defined in Rule 506(b) of Regulation D under the Securities Act; 
  
 [            ] (e) any ERISA Plan if the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of ERISA, which is either a bank, insurance company, or registered investment adviser, or the Plan has total assets in excess of $5,000,000; 
  
 [            ] (f) any entity in which all of the equity owners are Accredited Investors under
paragraphs (a), (b) or (c) above or any other entity meeting required “Accredited Investor” standards under Rule 501 of Regulation D under the Securities Act and applicable State securities law criteria; 
  
 [            ] (g) other
(please explain). 
  
 4. Registration. 

 
 4.1 Required Registration. 
  
 (a) Within 30 business days after the closing of this
offering, the Company shall prepare and file a registration statement on Form S3 under the Securities Act, or other appropriate Form in the event Form S3 is not available, covering the shares and warrants, and shall use commercially reasonable
efforts to cause such registration statement to become effective by the Commission as expeditiously as possible. If the Company does not file the Form S3 within 60 days of the closing of this offering (“Registration Default”), the Company
shall issue to each Purchaser (the “Default Payment”) additional Warrants in an amount equal to one (1) Warrant per Unit exercisable on the same terms as indicated in clause 1 “Purchase Price; Issuance”. 
  
 The Company and the Purchaser agree that the damages resulting from a Registration Default
would be difficult or impossible to determine and that the Default Payment represents a reasonable approximation of the anticipated damages. Accordingly, the Purchaser agrees that the receipt of the Default Payment shall be Purchaser’s sole and
exclusive remedy under this Agreement or otherwise for a Registration Default, and in no event shall the Company be liable for any lost profits, consequential, special, punitive or similar damages, no matter how identified, resulting from a
Registration Default. Notwithstanding the foregoing, Purchaser shall be entitled to exercise the right to seek specific performance and other equitable remedies with respect to the Company’s obligations under the Agreement. 
  
  

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 4.2 Registration Procedures. When the Company effects the registration of the
Common Stock under the Securities Act pursuant to Section 4.1(a) hereof, the Company will, at its expense, as expeditiously as possible: 
  
 (a) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file in accordance with Section
4.1(a), with the Commission a registration statement with respect to the shares of Common Stock and Warrants and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the period described
herein, and prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period and such
registration statement and prospectus accurate and complete for such period; 
  
 (b) Furnish to the Purchaser participating in such registration such reasonable number of copies of the registration statement, and such other documents as such Purchaser may reasonably request in order to facilitate
the public offering of the Common Stock; 
  
 (c)
Use its best efforts to register or qualify the Common Stock covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Purchaser may reasonably request within twenty (20) days
following the original filing of such registration statement; 
  
 (d) Notify the Purchaser participating in such registration, promptly after it shall receive notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become
effective or a supplement to any prospectus forming a part of such registration statement has been filed; 
  
 (e) Notify such Purchaser promptly of any request by the Commission for the amending or supplementing of such registration statement or
prospectus or for additional information; 
  
 (f)
Prepare and file with the Commission, promptly upon the request of any such Purchaser, any amendments or supplements to such registration statement which, in the opinion of counsel for such Purchaser, is required under the Securities Act or the
rules and regulations thereunder in connection with the distribution of the Common Stock by such Purchaser; 
  
 (g) Cause to have prepared and filed with the Commission such reports or opinions as may reasonably be requested by any underwriter,
including appropriate legal opinions and comfort letters, if applicable; 
  
 (h) Prepare and promptly file with the Commission, and promptly notify such Purchaser of the filing of such amendments or supplements to such registration statement as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include
an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and 
  

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 (i) Advise such Purchaser, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the effectiveness of’ such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should be issued. 
  
 4.3 Expenses. With respect to any registration effected pursuant to Section 4.1 thereof, all fees, costs and expenses of and
incidental to such registration and the public offering in connection therewith shall be borne by the Company, provided, however, that the Purchaser of Common Stock shall bear its own legal fees and their pro rata share of any underwriting discounts
or commissions, if any. 
  
 4.4
Indemnification. 
  
 (a) The Company will
indemnify and hold harmless each Purchaser which is included in a registration statement pursuant to the provisions of Section 4 hereof and any underwriter (as defined in the Securities Act) for such Purchaser, and any person who controls such
Purchaser or such underwriter within the meaning of the Securities Act, and any officer, director, employee, agent, partner, member or affiliate of such Purchaser (for purposes of this Section 4.4(a), the “Indemnified Parties”), from and
against, and will reimburse such Purchaser and each such Indemnified Party with respect to any and all claims, actions, demands, losses, damages, liabilities, costs and expenses to which such Purchaser or any such Indemnified Party may become
subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based upon (i) violation of securities laws; (ii) any untrue statement or alleged untrue
statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, or (iii) any breach of any representation, warranty, agreement or covenant of the Company contained herein; provided, however, that the Company will not be
liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with
information furnished by such Purchaser or such Indemnified Party in writing specifically for use in the preparation thereof. 
  
 (b) Each Purchaser that is included in a registration pursuant to the provisions of Section 4 hereof will indemnify and hold harmless the
Company, and any Person who controls the Company within the meaning of the Securities Act, from and against, and will reimburse the Company and such controlling Persons with respect to, any and all losses, damages, liabilities, costs or expenses to
which the Company or such controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so
made solely in reliance upon and in strict conformity with written information furnished by such Purchaser 
  

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 specifically for use in the preparation thereof, provided, however, that the liability of any Purchaser
pursuant to this subsection (b) shall be limited to an amount not to exceed the net proceeds received by such Purchaser pursuant to the registration statement which gives rise to such obligation to indemnify. 
  
 (c) Promptly after receipt by a party indemnified pursuant
to the provisions of paragraph (a) or (b) of this Section 4.4 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of paragraph (a) or (b), notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 4.4 and shall not relieve the indemnifying party from liability under this Section 4.4 unless such indemnifying party is materially prejudiced by such omission. In case such action is brought
against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party
will not be liable to such indemnified party pursuant to the provisions of such paragraph (a) or (b) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable to an indemnified party for any settlement of any action or claim without the consent of the indemnifying party. No indemnifying party will consent to entry of’ any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation and no settlement can have non-monetary
remedies, 
  
 (c) If the indemnification provided
for in subsection (a) or (b) of this Section 4.4 is held by a court of competent jurisdiction to be unavailable to a party to be indemnified with respect to any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to
therein, then each indemnifying party under any such subsection, in lieu of indemnifying such indemnified party thereunder, hereby agrees to contribute to the amount paid or payable by such indemnified party as a result of such claims, actions,
demands, losses, damages, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or
omissions which resulted in such claims, actions, demands, losses, damages, liabilities, costs or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount any Purchaser shall be obligated to contribute pursuant to this subsection (d)
shall be limited to an amount not to exceed the net proceeds received by such Purchaser pursuant to the registration statement which gives rise to such obligation to contribute. No person guilty of fraudulent 
  

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 misrepresentation (within the meaning of Section 11(f) of’ the Securities Act) shall be entitled to
contribution hereunder from any person who was not guilty of such fraudulent misrepresentation. 
  
 4.5 Reporting Requirements Under the Exchange Act. The Company shall timely file such information, documents and reports as the
Commission may require or prescribe under Section 13 of the Exchange Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 4.5 are to enable the Purchaser to comply with the current public
information requirement contained in paragraph (c) of Rule 144 should any such Purchaser ever wish to dispose of any of its Common Stock without registration under the Securities Act in reliance upon Rule 144 (or any other similar exemptive
provision). 
  
 4.6 Stockholder
Information. The Company may require Purchaser to furnish the Company such information with respect to such Purchaser and the distribution of its Common Stock as the Company may from time to time reasonably request; in writing as shall be
required by law or by the Commission in connection therewith. 
  
 5. Further Assurances. At any time and from time to time after the date hereof, each party shall, without further consideration, execute and deliver to the other such other instruments or documents and shall take such other
actions as the other may reasonably request to carry out the transactions contemplated by this Agreement. 
  
 6. Miscellaneous. Any party may waive compliance by the other with any of the provisions of this Agreement. No waiver of any provision shall
be construed as a waiver of any other provision. Any waiver must be in writing. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement
may not be modified or amended except in writing signed by both parties hereto. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. This
Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Florida, applicable to contracts made and to be performed in Florida. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the successors and assigns of the parties hereto. This Agreement shall not be assignable by either party without the prior written consent of the other, such consent not to be unreasonably withheld. The rights and
obligations contained in this Agreement are solely for the benefit of the parties hereto and are not intended to benefit or be enforceable by any other party, under the third party beneficiary doctrine or otherwise. 
  
 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written. 
  

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 EXECUTION PAGE FOR SUBSCRIPTION BY INDIVIDUALS 
  
 (not applicable to subscriptions by entities, Individual
Retirement Accounts, Keogh Plans or ERISA Plans) 
  
 TOTAL SUBSCRIPTION AMOUNT $                     
  
 Please initial: 
  
      INDIVIDUAL OWNER or CUSTODIAN UNDER Uniform Gifts to Minors Act 
 (One signature required below) 
  
      JOINT TENANTS WITH RIGHT OF SURVIVORSHIP 
 (Insert applicable state) 
 (All tenants must sign below) (Custodian must sign below) 
  
      TENANTS IN COMMON or COMMUNITY PROPERTY 
 (All
tenants must sign below) (Both spouses in community property 
 states must sign below) 
  
 Print information as it is to appear on the Company records. 
  

					
	 	 	 	 	 
	
	 	 
	(Name of Subscriber)	 	(Social Security or Taxpayer ID No.)	 	 
	 	 	 	 	 
	
	 	 
	(Home Address)	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	 (Home Telephone)
	 	 	 	 
	 	 	 	 	 
	
	 	 
	 (Business Address)
	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	 (Business Telephone)
	 	 	 	 
	 	 	 	 	 
	
	 	 
	(Name of Subscriber)	 	 (Social Security or Taxpayer ID No.)
	 	 
	 	 	 	 	 
	
	 	 
	(Home Address)	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	(Home Telephone)	 	 	 	 
	 	 	 	 	 
	
	 	 
	(Business Address)	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	(Business Telephone)	 	 	 	 

  

									
	 SIGNATURE(S)
  
 Dated:
                          , 2004
	 	 	 	 
			
	 	 	 	 	 
	
	 	 	 	

	 Signature of Authorized Signatory
 Print Name
and Title:
	 	 	 	 Signature of Authorized Co-Signatory
 Print Name and Title:



									
			
	 ACCEPTED AND AGREED:
 ASCONI CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	 	 	Dated:                  , 2003.
	 	 	
	 	 	 	 	 	 
	 Name:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	Title:	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 

  

 12 








 EXECUTION PAGE FOR SUBSCRIPTION BY ENTITIES 
  
 TOTAL SUBSCRIPTION AMOUNT
$                     
  
 Please initial: 
  
      Corporation 
      Partnership 
      Trust 
  
 Print information as it is to appear on the Company records. 
  

					
	 	 	 	 	 
	
	 	 
	(Name of Subscriber)	 	(Taxpayer ID No.)	 	 
	 	 	 	 	 
	
	 	 
	(Business Address)	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
	 	 	 	 
	(Business Telephone)	 	 	 	 

  

									
	 SIGNATURE(S)
  
 Dated:
                          , 2003
	 	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	
	 	 	 	

	 Signature of Authorized Signatory
 Print Name
and Title:
	 	 	 	 Signature of Authorized Co-Signatory
 Print Name and Title:


  

									
			
	 ACCEPTED AND AGREED:
  
 ASCONI CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	 	 	Dated:                  , 2003.
	 	 	
	 	 	 	 	 	 
	 Name:
	 	 	 	 	 	 	 	 

  

 13 








 (ACKNOWLEDGMENT FOR ENTITIES) 
  
 STATE OF:
                 
  
 COUNTY OF:                  
  
 On this          day of
                , 2004, before me personally came
                         known to me, who, being by me duly sworn, did depose and say that he or she is the
                 of
                                    , the entity described in
and which executed the foregoing Subscription Agreement; that is was so affirmatively authorized by the governing board or body of such entity; and that he or she signed his or her name thereto by like order. 
  
 Notary Public 
  

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 Annex A 
  
 INVESTOR SUITABILITY STANDARDS 
  
 A purchase of the Units involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in their
investments. The offer, offer for sale, and sale of the securities are intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the ‘Securities Act’), pursuant to Regulation D promulgated
thereunder (“Regulation D”), and are intended to be exempt from the requirements of applicable state securities laws. 
  
 Regulation D defines an “accredited investor” as follows: 
  
 (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Securities Act; any
investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21)
of such Act, which is or either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors; 
  
 (2) Any
private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; 
  
 (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose or acquiring the securities
offered, with total assets in excess of $5,000,000; 
  
 (4) Any director,
executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; 
  
 (5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase
exceeds $1,000,000; 
  
 (6) Any natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; 

 
 (7) Any trust with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and 
  

(8) Any entity in which all of the equity owners are accredited investors. 
  

 15