Exhibit 10.2


 





INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


 


THIS INTELLECTUAL
PROPERTY SECURITY AGREEMENT is entered into as of September 30, 2014 by and among HERITAGE BANK OF COMMERCE a California corporation
("Bank") and TELKONET, INC., a Utah corporation and ETHOSTREAM LLC, a Wisconsin limited liability company (each, a "Grantor",
and collectively, "Grantors").


 


RECITALS


 


Bank has agreed
to make certain advances of money and to extend certain financial accommodations to Grantors in the amounts and manner set forth
in that certain Loan and Security Agreement by and among Bank and Grantors (as amended from time to time, the "Loan Agreement")
dated of even date herewith. Capitalized terms used herein have the meaning assigned in the Loan Agreement. Bank is willing to
make the financial accommodations to Grantors, but only upon the condition, among others, that each Grantor grants to Bank a security
interest in all of such Grantor's right title, and interest in, to and under all of the Collateral whether presently existing or
hereafter acquired


 


NOW,THEREFORE, each Grantor agrees as follows:


 


AGREEMENT


 


To secure performance of Grantors'
obligations under the Loan Agreement, each Grantor grants to Bank a security interest in all of such Grantor's right, title and
interest in such Grantor's intellectual property (including without limitation those Copyrights, Patents and Trademarks listed
on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by way of
limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with the
security interest granted to Bank under the Loan Agreement. Each right, power and remedy of Bank provided for herein or in the
Loan Agreement shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.


 


This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.


 


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IN
WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first
date written above.


 





	Address of Grantor:	TELEKONET, INC.
	 	 
	20800 Swenson Drive, Suite 175	By: /s/ Gene Mushrush
	Waukeshia, WI 53186	Print Name: Gene Muchrush
	Attn: Gene Mushrush, CFO	Title: Chief Financial Officer
	 	 
	 	ETHOSTREAM LLC
	 	 
	 	By: /s/ Jason Tienor
	 	Print Name: Jason Tienor
	 	Title: Managing Member
	 	 
	Address of Bank	HERITAGE BANK OF COMMERCE
	 	 
	150 Almaden Blvd.	By: /s/ Mike Hansen
	San Jose, California 95113	Print Name: Mike Hansen
	Attn: Mike Hansen	Title: Senior Vice President and Manager
	FAX: (408) 9477-6910	 
	Email: Mike.Hansen@herbank.com	 



 









 


 






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EXHIBIT A


 


Copyrights


 


Please Check Box if No Copyrights Exist x


 


 


 


	Owner	 	Title	 	Registration Number	 	Registration Date



 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT B


 


Patents


 


Please Check Box if No Patents Exist o


 


 


 


 


	Owner	 	Title	 	Serial/Patent	 	Application/Issue
	 	 	 	 	Number	 	Date
	TELKONET, INC.



		THERMOSTAT	 	D569279



	 	D/249,372




		 	 	 	 	 	5/20/2008



 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT
C


 


Trademarks


 


Please
Check Box
if No Trademarks
Exist 0


 


 


	Owner	Description	
        Serial
        I Registration

        Number
	
        Application
        !Registration

        Date

	ETHOSTREAM	(DESIGN ONLY)	2,922,947	02/01105
	
         

        ETHOSTREAJ.VI
	
         

        E-ZONE
	
         

        2,911,016
	
         

        12/14/04

	
         

        ETHOSTREAM
	
         

        ETHOSTREAM
	
         

        2,911
        ,01 5
	
         

        12/14/04

	
         

        TELKONET
	
         

        (DESIGN ONLY)
	
         

        4,269,097
	
         

        0 l/01113

	
         

        TELKONET
	
         

        TELKONET
	
         

        4,269,096
	
         

        01/0l/13

	
         

        TELKONET
	
         

        TELKONET
        !BRIDGE
	
         

        3,889,185
	
         

        12114110

	
         

        TELKONET
	
         

        TELKONET
        SMARTENERGY
	
         

        3,699,418
	
         

        10/20/09



 




 


 


 


 






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