0000950133-05-004807 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2005 • Telkonet Inc • Communications services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2005, by and among Telkonet, Inc., a Utah corporation, with headquarters located at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 31st, 2005 • Telkonet Inc • Communications services, nec • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 26, 2005, by and among Telkonet, Inc., a Utah corporation with headquarters located at 20374 Seneca Meadows Parkway, Germantown, Maryland 20876, and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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