SpeechSwitch, 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
EXHIBIT 10.3 ------------ SPEECH SWITCH, INC. PLACEMENT AGENT AGREEMENT
SpeechSwitch, Inc. • September 7th, 2005 • Services-computer integrated systems design • New Jersey
GUARANTY
Guaranty • April 12th, 2005 • SpeechSwitch, Inc. • Services-computer integrated systems design • New Jersey
EXHIBIT 10.32 ------------- SPEECHSWITCH, INC. AMENDED AND RESTATED PLACEMENT AGENT AGREEMENT
SpeechSwitch, Inc. • April 4th, 2006 • 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
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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”).

IRREVOCABLE PROXY -----------------
SpeechSwitch, Inc. • September 30th, 2005 • Services-computer integrated systems design

The undersigned shareholder of SpeechSwitch, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies given b

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”).

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