0001683168-21-003394 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 10th, 2021 • Telkonet Inc • Auto controls for regulating residential & comml environments • Utah

This Registration Rights Agreement (this "Agreement") is made and entered into as of August 6, 2021, among Telkonet, Inc., a Utah corporation (the "Company"), and VDA Group S.p.A., an Italian joint stock company incorporated under the laws of the republic of Italy (the "Investor") to be effective upon the Closing of the Purchase Agreement (as defined below).

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STOCK PURCHASE AGREEMENT by and between an Italian joint stock company incorporated under the laws of the Republic of Italy and TELKONET, Inc., a Utah corporation August 6, 2021
Stock Purchase Agreement • August 10th, 2021 • Telkonet Inc • Auto controls for regulating residential & comml environments • New York

This STOCK purchase Agreement (“Agreement”) is made and entered into as of August 6, 2021, by and between VDA Group S.p.A., an Italian joint stock company (società per azioni) incorporated under the laws of the Republic of Italy (“VDA”) and Telkonet, Inc., a Utah corporation (“Telkonet,” and together with VDA, collectively the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement but not otherwise defined herein are defined in Exhibit A hereto.

VOTING AGREEMENT
Voting Agreement • August 10th, 2021 • Telkonet Inc • Auto controls for regulating residential & comml environments • New York

This VOTING AGREEMENT (the “Agreement”), dated as of August 6, 2021, is entered into by and between VDA Group S.p.A., an Italian joint stock company incorporated under the laws of the republic of Italy (“VDA”), and the person or entity listed on the signature page hereof as a shareholder (the “Shareholder”).

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