0001019687-09-004203 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 18th, 2009 • Telkonet Inc • Communications services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2009 by and among Telkonet, Inc., a Utah corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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EXECUTIVE OFFICER REIMBURSEMENT AGREEMENT
Executive Officer Reimbursement Agreement • November 18th, 2009 • Telkonet Inc • Communications services, nec • Utah

This Executive Officer Reimbursement Agreement (this “Agreement”) is dated as of November 16, 2009, by and between Telkonet, Inc., a Utah corporation (the “Company”) and ___________ (the “Executive Officer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 18th, 2009 • Telkonet Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2009, by and among Telkonet, Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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