0001019687-07-000291 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 5th, 2007 • Telkonet Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2007, 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 5th, 2007 • Telkonet Inc • Communications services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 1, 2007, 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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