Kenergy Scientific, Inc. Sample Contracts

BACKGROUND ----------
Escrow Agreement • September 7th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
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ARTICLE 1.
Security Agreement • May 15th, 2007 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
TERMINATION AGREEMENT ---------------------
Termination Agreement • April 4th, 2006 • SpeechSwitch, Inc. • Services-computer integrated systems design
WITNESSETH:
Securities Purchase Agreement • January 14th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
GUARANTY
Guaranty • April 12th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.18 PROMISSORY NOTE --------------- February 28, 2005
Promissory Note • April 12th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.32 SPEECHSWITCH, INC. AMENDED AND RESTATED PLACEMENT AGENT AGREEMENT
Agent Agreement • December 19th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
EQUITY PURCHASE AGREEMENT BY AND BETWEEN KENERGY SCIENTIFIC, INC. AND SOUTHRIDGE PARTNERS II, LP Dated July __, 2012
Equity Purchase Agreement • July 26th, 2012 • Kenergy Scientific, Inc. • Services-computer integrated systems design • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the ___ day of July, 2012 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and KENERGY SCIENTIFIC, INC., a New Jersey corporation (the "COMPANY").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 26th, 2012 • Kenergy Scientific, Inc. • Services-computer integrated systems design • New York

This Registration Rights Agreement ("Agreement"), dated July __, 2012, is made by and between KENERGY SCIENTIFIC, INC., a New Jersey corporation ("Company"), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Investor").

SECURITY AGREEMENT
Security Agreement • November 16th, 2010 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 5, 2008, by and between SpeechSwitch, Inc., a New Jersey Corporation, with its principal office at 750 Route 34, Matawan, NJ, 07747 (the “Company”), and iVoice , Inc., a New Jersey corporation, with its principal office at 750 Route 34, Matawan, NJ, 07747 (the “Secured Party”).

ARTICLE I
Voting Agreement • September 30th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design
BUSINESS CONSULTING AGREEMENT
Business Consulting Agreement • August 14th, 2007 • SpeechSwitch, Inc. • Services-computer integrated systems design
EXHIBIT 10.32 ------------- SPEECHSWITCH, INC. AMENDED AND RESTATED PLACEMENT AGENT AGREEMENT
SpeechSwitch, Inc. • April 4th, 2006 • Services-computer integrated systems design • New Jersey
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W I T N E S S E T H :
Employment Agreement • September 30th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design
SECURITIES TRANSFER AGREEMENT
Securities Transfer Agreement • January 2nd, 2013 • Kenergy Scientific, Inc. • Services-computer integrated systems design • New York

SECURITIES TRANSFER AGREEMENT (the "Agreement"), dated as of August 1, 2012, by and between Charles M. Basner ("Seller"), and Star City Capital, LLC ("Purchaser") .

SECURITY AGREEMENT
Security Agreement • January 10th, 2011 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of July 26, 2010, by and among (i) SpeechSwitch, Inc., a New Jersey corporation (the “Company”), and (ii) any subsidiary and affiliate of the Company listed on Schedule 1 attached hereto either now or joined in the future (the “Subsidiaries”; and together with the Company, collectively, the “Grantors”) in favor of YA Global Investments, L.P., a Cayman Islands exempt limited partnership (f/k/a Cornell Capital Partners, LP, hereinafter, the “Secured Party”).

EXHIBIT 10.3 ------------ SPEECH SWITCH, INC. PLACEMENT AGENT AGREEMENT
SpeechSwitch, Inc. • September 7th, 2005 • Services-computer integrated systems design • New Jersey
WITNESSETH:
Corporate Contribution and General Conveyance Agreement • December 19th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 10th, 2011 • SpeechSwitch, Inc. • Services-computer integrated systems design • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 9, 2010, by and among SpeechSwitch, a New Jersey corporation, with headquarters located at 6 Minneakoning Rd., Flemington, NJ 08822 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 13th, 2012 • Kenergy Scientific, Inc. • Services-computer integrated systems design • New Jersey

EMPLOYMENT AGREEMENT (the "Agreement") dated as of July 01, 2011 by and between Kenergy Scientific, Inc., formerly SpeechSwitch, Inc., Inc., a New Jersey corporation with an address at 6 Minneakoning Road, Flemington, NJ 08822 (the "Company"), and Kenneth P. Glynn, having an address of 6 Minneakoning Rd, New Jersey 07920 (the "Employee").

Administrative Services Agreement Amendment No. 1
Administrative Services Agreement • November 16th, 2010 • SpeechSwitch, Inc. • Services-computer integrated systems design

This Amendment dated March 5, 2008 to the Administrative Services Agreement (the “Agreement”) originally dated August 1, 2004 by and between iVoice, Inc., a New Jersey corporation (“iVoice”) and SpeechSwitch, Inc., a New Jersey corporation (the “Company”).

PROMISSORY NOTE
Kenergy Scientific, Inc. • November 21st, 2011 • Services-computer integrated systems design

Whereas Stuart W. DeJonge (“Lender”), having an address of 804 Heron Point, DeLand, FL 32724, has loaned $ 25,000.00 to Kenergy Scientific, Inc. (“Borrower”), a New Jersey corporation, having an address of 6 Minneakoning Rd., Flemington, NJ 08822 on this 15th day of June, 2011, receipt of which is acknowledged;

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