Exhibit
4.16
SENIOR
NOTE PURCHASE AGREEMENT
This
Senior Note Purchase Agreement (this “Agreement”) is made as of July __,
2007 (the “Closing Date”) by and between Telkonet Inc., a Utah
corporation (the “Company”), GRQ Consultants, Inc. (“Holder”), and the
persons or entities listed as investors on the signature page hereto and as
set
forth on Schedule 1 annexed hereto (the
“Purchasers”).
W
I T
N E S S E T H:
WHEREAS,
Company has advised Holder that Company is pursuing a financing transaction
in
which Company is seeking a minimum of $3 million in equity financing through
private investments in public company (“PIPE”) transactions which Company
expects to close prior to January 28, 2008 and Company desires to obtain from
Holder a bridge loan for working capital, and Company desires to sell and issue
to the Purchasers, and the Purchasers desire to purchase from the Company,
an
aggregate of $1,500,000.00 principal amount of the Company’s six (6%) percent
promissory notes (the “Notes”) due January 28, 2008 (the “Maturity
Date”) having the rights and privileges set forth in the Form of Note of the
Company annexed hereto as Exhibit A; and
Now,
therefore, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. Deliveries.
(a) On
the Closing Date, the Purchasers shall deliver to the Company an aggregate
of
$1,500,000.00 in cash (the “Funds”) by delivery of a certified check
payable to the Company or by wire transfer to the account of the
Company.
(b) On
the Closing Date, the Company shall deliver to the Purchaser: (i) a Note with
the principal amount equal to the principal amount set forth opposite such
Purchaser’s name in Schedule 1 hereto, registered in the name of such
Purchaser substantially in the form of Exhibit A annexed hereto (the
“Note”) ; and (ii) a Warrant exercisable for 359,712 shares of Common Stock
(as
hereinafter defined) substantially in the form of Exhibit B annexed
hereto, (the “Warrant”).
2. Representations
and Warranties of the Company. The Company hereby represents and
warrants to the Purchasers as follows:
(a) Representations
and Warranties of the Company. As a material inducement to each
Holder to enter into this Agreement and consummate the transactions contemplated
hereby, and except as set forth on Schedule I hereto, the Company hereby
represents and warrants that:
(i) Organization
and Corporate Power. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah and
the Company is duly qualified or registered to do business as a foreign
corporation in each jurisdiction in which the failure to be so qualified or
registered would have a Material Adverse Effect. As used in this Agreement,
the
term “Material Adverse Effect” means any change or effect that is
materially adverse to the properties, assets, business, financial condition
or
operations of the Company. The Company does not directly or indirectly own
any
equity or similar interest in, or any interest convertible into or exchangeable
or exercisable for any equity or similar interest in, any corporation,
partnership, joint venture or other business association or entity. The Company
has all required corporate power and authority to carry on its business as
presently conducted, and to enter into and perform this Agreement, the Notes,
the Warrants and each other document, agreement or instrument entered into
by it
or any of its officers in connection herein or therewith or pursuant hereto
or
thereto (collectively, the “Transaction Documents” and individually a
“Transaction Document”). The Company is not in violation of any term of
its certificate of incorporation or bylaws, true, accurate and complete copies
of which are on file with the United States Securities and Exchange Commission
(the ”SEC”). The Company is not in violation of any term of any agreement,
instrument, judgment, decree, order, statute, rule or government regulation
applicable to the Company or to which the Company is a party except for such
violations that individually, or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.
(ii) Capitalization. The
authorized capital stock of the Company (the “Equity Securities”)
immediately prior to the initial Closing, consists of such number of shares
of
common stock, $0.001 par value per share, of the Company (the “Common
Stock”) as are set forth on the most recent periodic report (the “Report”)
filed by the Company with the SEC. Other than shares reserved for
issuance under the Company’s existing plans adopted for employees and other
persons associated with the Company (the “Plan”) which has been approved by
stockholders, the Company does not have any outstanding commitments to issue
or
sell Equity Securities, and no securities or obligations evidencing any such
right are outstanding, except as set forth in the Report. The Company is not
under any contractual obligation to register any of its presently outstanding
securities or any of its securities which may hereafter be issued. There are
no
outstanding obligations, written or otherwise, of any stockholder or other
holder of Equity Securities of the Company to repurchase, redeem or otherwise
acquire any Equity Securities. There are no preemptive rights in respect of
any
Equity Securities of the Company. Any Equity Securities which were issued and
reacquired by the Company were so reacquired (and, if reissued, so reissued)
in
compliance with all applicable laws, and the Company does not have any
outstanding obligation or liability with respect thereto. Each of the
foregoing representations and warranties is qualified to the extent of the
true
and accurate information provided in the most recent periodic report of the
Company filed with the SEC prior to the date hereof.
(iii) Authorization
and Non-Contravention. The Transaction Documents are valid and
binding obligations of the Company, enforceable in accordance with their terms.
The execution, delivery and performance of the Transaction Documents have been
duly authorized by all necessary corporate or other action of the Company.
The
execution, delivery and performance of these Transaction Documents will
not:
(A) violate
or result in a default under any contract or obligation to which the Company
is
a party or by which it or its assets are bound, or any provision of (A) the
certificate of incorporation of the Company, as amended to date (the
“Charter”), (B) the bylaws of the Company, as amended to date or (C)
cause the creation of any encumbrance upon any of the assets of the
Company;
(B) violate
or result in a violation of, or constitute a default (whether after the giving
of notice, lapse of time or both) under, any provision of any law, regulation
or
rule, or any order of, or any restriction imposed by any court or other
governmental agency applicable to the Company;
(C) require
from the Company any notice to, declaration or filing with, or consent or
approval of any governmental authority or other third party, which such notice,
consent, declaration, filing or approval has not been obtained as of the
Closing; or
(D) accelerate
any obligation of the Company under, give rise to a right of termination of,
accelerate any right of a person under or trigger any change of control or
similar provision in, any agreement, permit, license or authorization to which
the Company is a party or by which the Company is bound.
(iv) Valid
Issuance.
(A) The
Note and the Warrants will be duly and validly issued when issued, sold and
delivered at the Closing in accordance with the terms of this Agreement and
the
Warrant Shares (as defined in the Warrant), when issued, sold and delivered
in
accordance with the terms of this Agreement and the Note for the consideration
provided for herein and therein, will be duly and validly issued, fully paid
and
non-assessable.
(B) Based
in part on the representations made by each Holder, the offer and sale of the
Notes solely to the Holders in accordance with this Agreement are exempt from
the registration and prospectus delivery requirements of the Securities Act
of
1933, as amended (the “Securities Act”), and the securities registration
and qualification requirements of the currently effective provisions of the
securities law of the state in which each Holder is a resident.
(C) The
conversion of the Warrant into Warrant Shares, if at all, will not require
any
further corporate or stockholder action and will not be subject to preemptive
rights of any present or future stockholders of the Company that have not been
heretofore waived in writing.
(v) Litigation. There
is no litigation or governmental proceeding or investigation pending or, to
the
Company’s knowledge, threatened against the Company affecting any of its
respective properties or assets, or against any officer, employee or holder
of
more than 5% of the Equity Securities of the Company relating to such person’s
performance of duties for the Company or relating to his stock ownership in
the
Company or otherwise relating to the business of the Company, nor to the
knowledge of the Company has there occurred any event or does there exist any
condition on the basis of which any such litigation, proceeding or investigation
might properly be instituted. Neither the Company nor any officer, employee
or,
to the knowledge of the Company, holder of more than 5% of the Equity Securities
of the Company is in default with respect to any order, writ, injunction,
decree, ruling or decision of any court, commission, board or other governmental
agency relating to the Company or its business. There are no actions, suits,
claims, investigations or proceedings pending or, to the Company’s knowledge,
threatened (or any basis therefore). The foregoing sentences include, without
limiting their generality, actions pending or, to the knowledge of the Company,
threatened (or any basis therefore) involving the prior employment of any of
the
Company’s officers or employees or their use in connection with the Company’s
business of any information or techniques allegedly proprietary to any of their
former employers.
Financial
Information. The audited financial statements of the Company as
of and for the fiscal year ended December 31, 2006 and the unaudited
consolidated financial statements for the three months period ended March 31,
2007 set forth in the Company’s filings and reports made with the SEC present
fairly in all material respects the financial position of the Company and the
results of operations for the periods covered thereby (subject, in the case
of
such interim financial statements, to immaterial year end audit adjustments)
and
have been prepared in accordance with generally accepted accounting principles
(“GAAP”) in effect in the United States consistently applied, except for
the absence of footnotes not customarily included in such statements (the
“Financial Statements”). There is no liability, contingent or otherwise,
not adequately reflected in or reserved against in the Financial Statements
other than (i) liabilities incurred in the ordinary course of business
subsequent to March 31, 2007 and (ii) liabilities not required under GAAP to
be
reflected in the Financial Statements. Since March 31, 2007, (i) there has
been
no material adverse change in the business, assets or condition, financial
or
otherwise, or operations of the Company, (ii) neither the business, condition,
or operations of the Company nor any of the properties or assets of the Company
have been materially adversely affected as the result of any legislative or
regulatory change, any revocation or change in any franchise, permit, license
or
right to do business, nor have the business, condition, or operations of the
Company nor any of the properties or assets of the Company been materially
adversely affected by any other event or occurrence, whether or not insured
against; and (iii) the Company has not entered into any transaction other than
in the ordinary course of business, made any dividend or distribution on its
Equity Securities, or redeemed or repurchased any of its Equity
Securities. As of the date hereof the Company has no indebtedness for
money borrowed and no Liens. “Liens” means a lien, charge,
security interest, encumbrance, right of first refusal, preemptive right or
other restriction.
(vi) Intellectual
Property.
(A) Except as
set forth in the filings and reports made with the SEC, each item of the
Company’s Intellectual Property is in full force and effect (including, without
limitation, current payment of maintenance fees, annuities and the like), and
either: (i) owned solely by the Company free and clear of any Liens or licenses
(other than to third parties who have executed an end user license agreement
in
the ordinary course of the Company’s business); or (ii) rightfully used and
authorized for use by the Company or its successors pursuant to a valid and
enforceable written license. Except as set forth in filings and
reports made with the SEC, no item of the Company’s Intellectual Property,
including without limitation all or any portion of source code, is held in
escrow or required to be held in escrow.
(B) The
Company is not in violation of any license, sublicense or other agreement to
which it is a party or otherwise bound relating to any of the Company’s
Intellectual Property.
(C) Except as
set forth in filings and reports made with the SEC, to the Company’s knowledge,
the current and currently proposed use of the Company’s Intellectual Property by
the Company does not and will not infringe any other Person’s copyright, patent,
trademark, service mark, trade name, firm name, logo, trade dress, trade secret
rights, right of privacy, right in personal data or other intellectual property
right. No claims (A) challenging the validity, enforceability, effectiveness
or
ownership by the Company of any of the Company’s Intellectual Property or (B) to
the effect that the use, reproduction, modification, manufacture, distribution,
licensing, sublicensing, sale, or any other exercise of rights under or in
connection with any of the Company’s Intellectual Property by the Company,
infringes or will infringe on any intellectual property or other proprietary
or
personal right of any person have been asserted against the Company or, to
the
Company’s knowledge, are threatened by any person nor does there exist any valid
basis for such a claim. To the Company’s knowledge, there are no legal or
governmental proceedings, including interference, re-examination, reissue,
opposition, nullity, or cancellation proceedings pending that relate to any
of
the Company’s Intellectual Property, other than review of pending patent
applications, and, to the Company’s knowledge, no proceedings are threatened or
contemplated by any governmental entity or any other person. All granted or
issued patents, all trademarks and service marks, and all copyrights owned
by
the Company are valid, enforceable and subsisting. To the Company’s knowledge,
there is no unauthorized use, infringement, or misappropriation of any of the
Company’s Intellectual Property by any third party, employee or former employee.
As used in this Agreement, the term “to the Company’s knowledge” and similar
expressions refer to the actual knowledge, after reasonable diligent inquiry,
of
any officer of the Company who has managerial responsibility for any significant
department or function of the Company, including, without limitation, the
Company’s Chief Executive Officers, Chief Financial Officer and Chief Technology
Officer.
(D) Except as
set forth in filings and reports made with the SEC the Company has secured
from
all parties (including employees) who have created any portion of, or otherwise
have any rights in or to, the Company’s Intellectual Property valid and
enforceable written assignments of any such work, invention, improvement or
other rights to the Company and has made available true and complete copies
of
such assignments to the Holder. The Company has taken commercially reasonable
measures to protect the proprietary nature of the Company’s Intellectual
Property and to maintain in confidence all trade secrets and confidential
information owned or used by the Company.
(E) As
used in this Agreement, “Intellectual Property” means all tangible or
intangible proprietary information and materials, including, without limitation:
(A) (I) all inventions (whether patentable or un-patentable and whether or
not
reduced to practice), all improvements thereon, and all patents, patent
applications (including provisional applications) and patent disclosures,
together with all re-issuances, continuations, continuations in part, divisions,
revisions, extensions and re-examinations thereof, (II) all trademarks, services
marks, trade dress, logos, trade names, domain names, and corporate names,
together with all translations, adaptations, derivations and combinations
thereof and including all goodwill associated therewith, and all applications,
registrations and renewals in connection therewith, (III) all copyrights
(whether or not registered) and all applications, registrations and renewals
in
connection therewith, (IV) all trade secrets and confidential business
information (including ideas, research and development, know how, formulas,
compositions, manufacturing and production process and techniques, methods,
schematics, technology, technical data, designs, drawings, flowcharts, block
diagrams, specifications, customer and supplier lists, pricing and cost
information and business and marketing plans and proposals), and (V) all
software and firmware (including data, databases and related documentation);
(B)
all documents, records and files relating to design, end user documentation,
manufacturing, quality control, sales, marketing or customer support for, and
tangible embodiments of, all intellectual property described herein; and (C)
all
licenses, agreements and other rights in any third party product or any third
party intellectual property described in (A) and (B) above other than any
“off-the-shelf” third party software or related intellectual
property.
(F) As
used in this Agreement, “Person” means an individual, corporation,
partnership, association, trust or other entity or organization, including
a
government or political subdivision or an agency or instrumentality
thereof
(vii) Brokers. Neither
the Purchasers nor the Company has taken any action which would give rise to
any
claim by any person for brokerage commissions, finder’s fees or similar payments
by the Company or the Purchasers relating to this Agreement or the transactions
contemplated hereby.
3. Representations
and Warranties of the Purchasers. Each of the Purchasers
represents and warrants to the Company as of the Closing Date as:
(a) All
action on the part of such Purchaser for the authorization, execution, delivery
and performance by Purchaser of this Agreement have been taken, and this
Agreement constitutes a valid and binding obligation of such Purchaser,
enforceable in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, or similar laws relating to or affecting
the enforcement of creditors’ rights.
(b) The
Purchaser is acquiring the Notes for investment for its own account and not
with
a view to, or for resale in connection with, any distribution. The
Purchaser understands that the Notes to be acquired have not been registered
under the Act of 1933, as amended (the “Act”), by reason of a specific
exemption from the registration provisions of the Act which depends upon, among
other things, the bona fide nature of the investment intent as expressed
herein.
(c) The
Purchaser represents that it is an Accredited Investor, as defined in Rule
501
promulgated under the Act.
(d) The
Purchaser is experienced in evaluating and investing in securities of companies
similarly situated to the Company, and acknowledges that it is able to fend
for
itself, can bear the economic risk of an investment in the Notes, and has such
knowledge and experience in financial or business matters that it is capable
of
evaluating the merits and risks of the investment in the Notes.
(e) The
Purchaser believes it has received all the information it considers necessary
or
appropriate for deciding whether to purchase the Notes. The Purchaser
further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering
of
the Notes and the business, properties, prospects and financial condition of
the
Company.
(f) The
Purchaser acknowledges that the Notes must be held indefinitely unless
subsequently registered under the Act or unless an exemption from such
registration is available. The Purchaser is aware of the provisions
of Rule 144 promulgated under the Act which permits limited resale of securities
purchased in a private placement subject to the satisfaction of certain
conditions, including, unless the Purchaser is an affiliate of the Company,
among other things, the availability of certain current public information
about
the Company, the resale occurring not less than one year after a party has
purchased and paid for the securities to be sold, the sale being through a
“broker’s transaction” or in transactions directly with a “market maker,” and
the number of shares being sold during any three-month period not exceeding
specified limitations.
(g) The
Purchaser hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation
to
subscribe for the Notes or any use of this Agreement, including: (i) the legal
requirements within the Purchaser’s jurisdiction for the purchase of the Notes;
(ii) any foreign exchange restrictions applicable to such purchase; (iii) any
governmental or other consents that may need to be obtained; and (iv) the income
tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, conversion, sale, or transfer of the Notes. The
Purchaser’s subscription and payment for, and the Purchaser’s continued
beneficial ownership of the Notes, will not violate any applicable securities
or
other laws of the Purchaser’s jurisdiction. The Purchaser understands
and agrees that it (and not the Company) shall be responsible for its own tax
liability that may arise as a result of this investment or the transactions
contemplated by this Agreement
4. Legends. All
certificates representing any of the Notes and Warrants issued pursuant to
the
terms hereof shall have endorsed thereon a legend substantially as
follows:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER
SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.”
5. Additional
Agreements
(a) Absence
of Non-public Information. Company represents and warrants that
Company has not provided to Holder, and Holder has not received and will not
be
provided with, any material non-public information concerning
Company. In the event that any material non-public information is
hereafter provided to Holder such materials shall be included in a Regulation
FD
disclosure filing made by the Company within one business day following the
date
on which such materials are provided to Holder. The absence of such a
filing shall be deemed conclusive evidence that the Company does not believe
such materials contain any material non-public information or disclosures which
could result in Holder investors being deemed “insiders” for purposes of any
securities laws.
(b) Liens
and Indebtedness. The Company agrees it shall not incur any
indebtedness for money borrowed or incur any Liens prior to the repayment in
full of the Note.
(c) Indemnification
of Purchasers. The Company will indemnify and hold each
Purchaser and its directors, officers, shareholders, members, partners,
employees and agents (and any other Persons with a functionally equivalent
role
of a Person holding such titles notwithstanding a lack of such title or any
other title), each Person who controls such Purchaser (within the meaning of
Section 15 of the Securities Act and Section 20 of the Securities Exchange
Act
of 1934, as amended), and the directors, officers, shareholders, agents,
members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title) of such controlling person (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Purchaser Party may suffer or incur as a result
of
or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other
Transaction Documents or (b) any action instituted against a Purchaser, or
any
of them or their respective Affiliates, by any stockholder of the Company who
is
not an Affiliate of such Purchaser, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is based upon
a
breach of such Purchaser’s representations, warranties or covenants under the
Transaction Documents or any agreements or understandings such Purchaser may
have with any such stockholder or any violations by the Purchaser of state
or
federal securities laws or any conduct by such Purchaser which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any
action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right
to
assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party. Any Purchaser Party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense
and
to employ counsel or (iii) in such action there is, in the reasonable opinion
of
such separate counsel, a material conflict on any material issue between the
position of the Company and the position of such Purchaser Party, in which
case
the Company shall be responsible for the reasonable fees and expenses of no
more
than one such separate counsel. The Company will not be liable to any
Purchaser Party under this Agreement (i) for any settlement by a Purchaser
Party
effected without the Company’s prior written consent, which shall not be
unreasonably withheld or delayed; or (ii) to the extent, but only to the extent
that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made
by such Purchaser Party in this Agreement or in the other Transaction
Documents.
6. General
Provisions.
(a) Governing
Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAWS. COMPANY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF THE FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK, WITH
RESPECT TO ANY CLAIM OR CONTROVERSY RELATED TO THE ENFORCEMENT OR INTERPRETATION
OF THIS NOTE.
(b) Notices. Any
notice or other communication required or permitted to be given hereunder shall
be in writing by mail, facsimile or personal delivery and shall be effective
upon actual receipt of such notice. The addresses for such
communications shall be as set forth below until notice is received that any
such address or contact information has been changed:
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If
to the Company:
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Telkonet,
Inc.
20374
Seneca Meadows Parkway
Germantown,
MD 20876
Att:
Ronald W. Pickett
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If
to the Purchasers:
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To
such names and addresses as shall be set forth on Schedule 1
hereto
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With
a copy to:
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Haynes
and Boone, LLP
153
East 53rd
Street
Suite
4900
New
York, New York 10022
Fax:
(212) 918-8989
Attn:
Harvey Kesner, Esq.
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(c) Entire
Agreement. Except as otherwise provided herein, this Agreement,
the Note and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.
(d) Amendment. This
Agreement may only be amended, waived, discharged or terminated by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.
(e) Successors
and Assigns. This Agreement, the Notes, the Warrants and the
Warrant Shares held by Purchasers may be transferred or assigned by the
Purchasers in whole or in part, in such Purchaser’s sole and absolute
discretion. Except as otherwise expressly provided in this Agreement,
the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
(f) Severability. In
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not
in any way be affected or impaired thereby.
(g) Titles
and Subtitles. The titles of the Sections of this Agreement are
for convenience of reference only and are not to be considered in construing
this Agreement.
(h) Expenses. The
Company and the Purchasers shall each bear their own expenses incurred with
respect to this transaction, provided, however, that on the Closing Date,
Company shall pay legal fees and expenses of Haynes and Boone LLP, counsel
to
Purchasers, in the amount of $20,000 from the proceeds of the sale of the
Notes.
(i) Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall be deemed to constitute one
instrument.
(j) Counsel. All
parties hereto have been represented by counsel, and no inference shall be
drawn
in favor of or against any party by virtue of the fact that such party’s counsel
was or was not the principal draftsman of this Agreement.
IN
WITNESS WHEREOF, the parties have caused this agreement to be executed by its
officers thereunto duly authorized.
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TELKONET,
INC.
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November
9,
2007
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By:
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/s/
Ronald W. Pickett |
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Ronald
W. Pickett |
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Chief
Executive Officer |
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“Purchasers”
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November
9,
2007
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By:
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/s/
Barry
Honig |
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Barry
Honig |
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President |
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Schedule
1
Purchasers
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Name
and Address
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Principal
Amount of Notes
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GRQ
Consultants, Inc.
595
S. Federal Highway
Suite
60
Boca
Raton, Florida 33431
Att:
Barry Honig, President
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$1,500,000
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13