0001019687-06-002101 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 6th, 2006 • Telkonet Inc • Communications services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2006, by and among Telkonet, Inc., a Utah corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 6th, 2006 • Telkonet Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2006, by and among Telkonet, Inc., a Utah corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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