telkonet_8k-ex1004.htm


    
      
        

      

    

    Exhibit
10.4

     

    EXECUTIVE
OFFICER REIMBURSEMENT AGREEMENT

     

    This
Executive Officer Reimbursement Agreement (this “Agreement”) is dated as of
November 16, 2009, by and between Telkonet, Inc., a Utah corporation (the “Company”) and ___________
(the “Executive
Officer”).

     

    RECITALS

     

    A.           Prior
to the date of this Agreement, the Company received short term loans from the
Executive Officer and the aggregate amount currently outstanding under such
short term loans is $____________ (the “Outstanding
Amount”).

     

    B.           Concurrently
with the execution of this Agreement, the Company, the Executive Officer and
certain other parties are entering into a Securities Purchase Agreement (the
“Purchase Agreement”)
providing for the sale of shares (the “Preferred Shares”) of the
Company’s Series A Preferred Stock, par value $0.001 per share, and warrants
(the “Warrants”) to
purchase shares of the Company’s common stock, par value $0.001 per share (the
“Common
Stock”).

     

    C.           The
Company and the Executive Officer desire to enter into this Agreement to set
forth their agreement and understanding with respect to how a portion of the
Outstanding Amount will be reimbursed by the Company through the sale and
issuance of Shares and Warrants pursuant to the Purchase Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Executive Officer hereby agree as
follows:

     

    1.           Reimbursement of a Portion
of the Outstanding Amount. The Executive Officer shall accept, in full
and complete satisfaction of $________ of the Outstanding Amount, _______
Preferred Shares which are convertible into _______ shares of Common Stock and
Warrants to purchase _______ shares of Common Stock pursuant to the Purchase
Agreement.  This Agreement hereby satisfies the Executive Officer’s
obligation to deliver his Subscription Amount (as defined in the Purchase
Agreement) pursuant to Sections 2.1(c) and 2.2(b)(ii) of the Purchase
Agreement.

    


    2.           Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.  The parties
hereto shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other parties hereto.

    


    3.           Applicable Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Utah, without regard to the principles of
conflicts of law thereof.

    


    4.           Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           No Third Party
Beneficiary. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.

    


    6.           Miscellaneous.

    


    (a)           This
Agreement constitutes the entire agreement between the Company and the Executive
Officer with respect to the subject matter hereof and supersedes all prior oral
or written agreements and understandings, if any, relating to the subject matter
hereof. The terms and provisions of this Agreement may be waived, or consent for
the departure therefrom granted, only by a written document executed by the
party entitled to the benefits of such terms or provisions.

    


    (b)           This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other parties
hereto.  Facsimile signatures on this Agreement, or any counterpart of
this Agreement, shall have the same force and effect as original
signatures.

    


    (c)           Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

    


     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Executive Officer
Reimbursement Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

    
    

     

    
      	 	TELKONET,
      INC. 
	 	 
	 	By:  /s/ Jason
      Tienor                                      
      
	 	Name: Jason
      Tienor 
	 	Title: Chief
      Executive Officer 
	 	 
	 	 
	 	 
	 	EXECUTIVE
      OFFICER
	 	 
	 	 
	 	________________________________ 
	 	

              Name:

            


    

     

     

     

     

    


     

     

     

     

    SIGNATURE
PAGE TO EXECUTIVE OFFICER REIMBURSEMENT AGREEMENT

    
      
        
        

      

      
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