0001019687-10-002938 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 9th, 2010 • Telkonet Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2010, 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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TRANSITION AGREEMENT AND RELEASE
Transition Agreement and Release • August 9th, 2010 • Telkonet Inc • Communications services, nec • Maryland

This Transition Agreement and Release (the "AGREEMENT") is made by and between Telkonet, Inc., a Utah corporation (the "COMPANY"), and Richard J. Leimbach ("EXECUTIVE") as of this 4th day of August, 2010. Executive has been employed by the Company as its Chief Financial Officer since December 11, 2007. The Company and Executive have mutually agreed to the continuation of the employment relationship and the effects of a termination of such relationship and Executive has agreed to release the Company from any claims arising from or related to the employment relationship as described below. In consideration of the promises made herein, the Company and Executive (collectively referred to as the "PARTIES") hereby agree as follows:

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 9th, 2010 • Telkonet Inc • Communications services, nec • Utah

This Reimbursement Agreement (this “Agreement”) is dated as of August 4, 2010 by and between Telkonet, Inc., a Utah corporation (the “Company”) and ____________ (the “Director”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 9th, 2010 • Telkonet Inc • Communications services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4, 2010 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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