0001144204-07-038039 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • July 24th, 2007 • MSTI Holdings, Inc. • Cable & other pay television services • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of July, 2007 by and among U.S. Bank National Association (the “Escrow Agent”), Microwave Satellite Technologies, Inc., (the “Purchaser”), and Newport Telecommunications Co. (the “Seller”). The Seller, the Purchaser and the Escrow Agent may be individually referred to herein as a “Party” and collectively as the “Parties”.

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Contract
Asset Purchase Agreement • July 24th, 2007 • MSTI Holdings, Inc. • Cable & other pay television services • New Jersey

THIS ASSET PURCHASE AGREEMENT, dated as of July 16, 2007 (this “Agreement”), is by and among Microwave Satellite Technologies, Inc., a New Jersey corporation, with an address at 259-263 Goffle Road, Hawthorne, NJ 07506 (“Purchaser”), Newport Telecommunications Co., a New Jersey general partnership, with an address at 100 Town Square Place, Jersey City, New Jersey 07310 (“Seller”) and, with respect to Section 6 of this Agreement, Telkonet, Inc., a Delaware corporation, with an address at 2034 Seneca Meadows Parkway, Germantown, Maryland 20876-7004 (“Telkonet”).

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