TELKONET, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • May 28th, 2010 • Telkonet Inc • Communications services, nec • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Telkonet, Inc., a Utah corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”), as set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-164899) first filed with the Securities and Exchange Commission (the “Commission”) on February 12, 2010, as amended, to subscribe for and purchase shares of the Company’s Common Stock (the “Rights Shares”) and to receive Common Stock purchase warrants (the “Rights Warrants”), at a subscription price equal to $____ per Right in cash (the “Subscription Price”). The Rights Warrants will be exercisable until _______, 2015 at an exercise price of $_____ per share of the Common Stock, equal to 125% of the Subscription Price
FORM OF SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • May 28th, 2010 • Telkonet Inc • Communications services, nec • New York
THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between _____________ a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), is dated as of [ ], 2009.
