Exhibit 10.3





SECURITIES
TRANSFER AGREEMENT


SECURITIES
TRANSFER AGREEMENT (the "Agreement"),
dated as of August 1, 2012,
by and between Charles
M. Basner ("Seller"),
and Southridge Partners
II LP. ("Purchaser").


The
Seller is the holder of that certain Promissory Note dated
July 22, 2011, issued
by Kenergy Scientific,
Inc. (the "Company")
in the original principal amount of $100,000.00 (the "Original
Note").


The
Seller has certain rights with respect to the Original Note. Such
rights are referred to collectively as the "Seller's
Transaction Rights." The Original Note and the Seller's Transaction Rights are referred to collectively as the "Transferred
Rights."


Seller
desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, $35,000.00
in principal of the Original Note, including accrued interest
equal to [zero] (the "Purchased Note"),
such purchase and sale shall be made upon the terms and conditions set forth in this Agreement.


Purchasers
and Seller are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by
the Securities Act of 1933, as amended (the "1933
Act");


NOW
THEREFORE, in consideration of the premises
and the mutual covenants contained herein and other good
and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
parties agree as follows:


		1.	PURCHASE
                                                                     AND SALE OF SELLER’S TRANSACTION RIGHTS.



	a.		Purchase of the Transferred
Rights.



	(i)		On the Transfer
Closing Date (as defined below), Seller agrees to sell
and deliver to Purchaser, and Purchaser agrees to purchase
from Seller, (x)
the Purchased Note and (y) the Seller's
Transaction Rights associated with the Purchased Note, in
consideration of Purchaser's payment
in cash of the Transfer Price to Seller.



	(ii)		Purchaser understands and acknowledges
that the rights and privileges relating to the Transferred Rights are set forth in the Original Note and Purchaser represents
that Purchaser has reviewed the terms and provisions contained therein.



	b.		Transfer Closing
Date. Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 4 and Section 5 below,
the date and time of the sale of the Purchased



 


 


1



     

     

    

Note
by Seller to Purchaser pursuant to this Agreement ("Transfer
Closing Date") shall be no later than August 3,
2012. The closing of the transactions contemplated by
this Agreement (the
"Closing")
shall occur at such
other location as may
be agreed
to by the parties.



	c.		Form of Payment.
On the Transfer Closing Date, (i)
Purchaser shall pay the Transfer Price equal to $35,000.00
in United States dollars by wire transfer of immediately available
funds to the Seller (ii) Seller shall deliver to Purchaser the Purchased Note, duly
endorsed to Purchaser.



	d.		Consent and Acknowledgments
of the Company.



	(i)		The Company,
as evidenced by its signature at the foot of this Agreement, hereby represents and warrants
that upon Purchaser's delivery to the Company
of the Purchased Note
(together
with endorsement by
the Seller) the Company shall
promptly cause
to be issued to and in the name of Seller (i) issue one or more promissory notes
representing the Purchased
Note in the name of such Purchaser
on or promptly after
a Transfer Closing
Date (the
"Replacement
Note").
The Replacement Note
issued to the Purchaser
shall have the same terms as the Purchased Note
except the Replacement
Note (i) shall
indicate that the
Note was originally
issued to the Seller
on July 22, 2011
(the "Issuance
Date"), (ii)
notwithstanding
the convertibility
of the Original
Note, the Replacement Note shall be convertible
into the Company's
common stock, at
any time at the option of the Purchaser,
at an initial conversion
price per share equal to sixty
percent (60%) (the
"Discount")
of the lowest
closing
bid price for the Company's
common stock during the five
(5) trading
days immediately
preceding a conversion
date, as reported by
Bloomberg (the "Closing
Bid Price")
("Initial
Conversion
Price"); provided
that if the closing
bid price for the common stock on the Clearing Date (defined below)
is lower than the Closing Bid Price, then the Purchase
Price shall be adjusted such that the Discount shall be
taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such
adjusted Purchase Price, and (iii) the Replacement Note shall
have a limitation on conversion equal to 9.99% of the Company's outstanding common stock.
For purposes of this Agreement, the
Clearing Date shall be on the date in which the
conversion shares
are deposited into the Purchaser's
brokerage account and Purchaser's
broker has confirmed
with Purchaser
the Purchaser may
execute trades of
the conversion
shares.



	(ii)		The
signature by
the Company also
represents the Company's
agreement
to (x) pay to
Purchaser and
(y) treat
Purchaser as a party
to, and having
all the rights
of, and obligations
of, in the place and
stead
of Seller with
respect
to the Purchased Note.



	(iii)		The Company
represents that by a
date no later than the Issuance Date, (w)
the Company
had accrued payment
obligation to Seller equal to the principal
amount of the Purchased Note,
and (x) the Original
Note had been issued to Seller.
The Company has no
information that Seller did not have
continuous and uninterrupted
beneficial ownership of the
Original Note since the Issuance Date through
and including the date hereof.



 


2



     

     

    

	(iv)		The Company
acknowledges that it will take all reasonable steps necessary or appropriate, including providing an opinion of counsel confirming
the rights of Purchaser to sell shares of Common Stock issued to Purchaser on conversion of the Replacement Note pursuant to Rule
144 as promulgated by the SEC ("Rule 144"),
as such Rule may be in effect from time to time. If the Company does not promptly provide
an opinion from Company counsel, and so long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept
an opinion of counsel to the Purchaser which opinion will be issued at the Company's
expense.



	(v)		The Company
confirms that it has instructed its transfer agent to reserve at least 8,000,000 shares of its Common Stock for issuance to Purchaser
on conversion of the Replacement Note and has provided Purchaser with copy of such letter ("Transfer Agent Instruction Letter").



	(vi)		The Company
confirms that, upon consummation of the transactions contemplated
hereby, Purchaser will be entitled to all of the rights held by Seller under the Purchased Note as if Purchaser had been a holder
of the Purchased Note, all of which, to the best knowledge
of the Company, remain in full force and effect as of
the date hereof. To the best knowledge of the Company,
no payments have been made to Seller on account of any such rights and Seller has not,
directly or indirectly, waived
or relinquished any of such rights. In furtherance of the foregoing and not in limitation thereof, the Company acknowledges that
no liquidated damages have accrued with respect to the Transferred Rights, and
(y) all other provisions of the Original Note remain in full force and effect.



	(vii)		The Company has provided all
Current Public Information as defined in Rule 144 (c) and has filed with the SEC all reports required to be filed under the Securities
Exchange Act of 1934 (the "SEC Reports") and covenants to file all required SEC Reports until the maturity date of the
Purchased Note.



	(viii)		Except as specifically
disclosed in its SEC Reports, (i) there has been no event, occurrence
or development that, individually or in the aggregate,
has had or that could reasonably be expected to result in a Material Adverse Effect, (ii)
neither the Company nor any of its Subsidiaries has incurred any material liabilities other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company's financial statements pursuant to GAAP
or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting or the identity
of its auditors, (iv) the Company
has not declared or made any dividend
or distribution of cash or other property to its stockholders, in
their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
(except for repurchases by the Company of shares of capital
stock held by employees, officers,
directors, or consultants
pursuant to an option of the Company to repurchasesuch
shares upon the termination of employment or services), and (v) neither the Company nor any of its Subsidiaries has issued any
equity securities to any officer, director or Affiliate, except pursuant to existing Company stock-based plans. No representation
or warranty or other statement made by the Company or any Subsidiary in this Agreement or in its SEC Reports,
contains any untrue statement or omits to state a material fact necessary to make any such
statement, in light of the circumstances in which it was made, not misleading. 



 


 


3



     

     

    




	(ix)		The Company
acknowledges that Purchaser is expressly relying on the provisions of this Section 1 (d) in entering into this Agreement and consummating
the transactions contemplated hereby.



	2.		PURCHASER'S
REPRESENTATIONS AND WARRANTIES. Purchaser represents and warrants to Seller and to the Company
that:



	a.		Accredited
Purchaser; Investment Purpose. Purchaser represents that it is an "Accredited
Investor" as defined in Regulation D under the Securities Act of 1933. Purchaser
is purchasing the Purchased Note for its own account for investment purposes only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, nor with any present
intention of distributing or selling the same, and it has no present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof; provided, however, that
by making the representations herein, Purchaser does not agree to hold the Replacement Note or any
Common Stock issued upon conversion of or in payment of interest on the Replacement Note for
any minimum or other specific term and reserves the right to dispose of the Replacement Note or any of such Common Stock at any
time in accordance with or pursuant to a registration statement or ail exemption under the 1933 Act and applicable state securities
laws.



	b.		Reliance on
Exemptions. Purchaser understands that the Transferred Rights are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that Seller and the Company are relying
upon the truth and accuracy of, and Purchaser's compliance with, the representations, warranties,
agreements, acknowledgments
and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the relevant Transferred Rights.



	c.		Non-affiliate
Status. Purchaser is not, and has not for in excess of
ninety (90) days been, and subsequent to the Transfer Closing Date will not be, an "Affiliate"
of the Company, as that term is defined by Rule 144 under the 1933 Act. Purchaser
is not acting in concert with any other person in a manner that would require their sales of securities to be aggregated for purposes
of Rule 144 or would cause Purchaser to be considered an "Underwriter"
as that term is defined by Section 2 of the 1933 Act.



 


4



     

     

    

	d.		Company Information.
Purchaser and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company, including
copies of the Company most recent publicly available financial statements as available as of March 31,
2012 on the SEC's
EDGAR system. Purchaser and its advisors have been afforded the opportunity to
ask questions of Seller. Neither
such inquiries nor any other due diligence investigation
conducted by Purchaser or any of its advisors or representatives
shall modify, amend or affect Purchaser's
right to rely on Seller's representations and warranties contained in Section 3 below.
Purchaser understands that its investment in Transferred
Rights, including but not limited to the relevant Purchased
Note (and/or in the Common Stock issuable thereunder),
involves a significant degree of risk.



	e.		Governmental
Review. Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Transferred Rights or of the Common Stock issuable thereunder.



	f.		Transfer or
Resale. Purchaser understands that (i) the sale or resale of the Replacement Note and the Common Stock issuable thereunder has
not been registered under the 1933 Act or any applicable state securities laws, and the Replacement Note and the Common Stock
issuable thereunder may not be transferred unless (a) such security is sold pursuant to an effective registration statement under
the 1933 Act, (b) the security is sold or transferred pursuant to an exemption from such registration,
(c) the security is sold or transferred to an "affiliate"
(as defined in Rule 144 promulgated under the 1933 Act or a successor rule; "Rule 144")
of Purchaser who agrees to sell or otherwise transfer the security only in accordance with this Section 2(t) and who is
an Accredited Investor, or (d) (i) the Common Stock is
sold pursuant to Rule 144, if such Rule is available;
(ii) any sale of such Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Common Stock under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) and may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.



	g.		Authorization;
Enforcement. This Agreement has been duly and validly authorized by Purchaser. This
Agreement has been duly executed and delivered on behalf of Purchaser, and this Agreement constitutes a valid and binding agreement
of Purchaser enforceable in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of
general application.



	h.		No Brokers.
Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions,
finder's fees or similar
payments relating to this Agreement or the transactions contemplated hereby.



5



     

     

    



 


3.
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller
represents and warrants to Purchaser that: 


	a.		Authorization;
Enforcement. (i) Seller has all requisite power and authority
to enter into and perform this Agreement and to consummate the transactions contemplated hereby
and to sell the relevant Purchased Note in accordance with the terms hereof, (ii) the execution
and delivery of this Agreement by Seller and the consummation by it of the transactions contemplated hereby (including without
limitation, the sale of the relevant Transferred Rights to Purchaser) have been duly
authorized by Seller and no further consent or authorization of Seller or its members is required, (iii) this Agreement has been
duly executed and delivered by Seller, and (iv) this Agreement constitutes a legal, valid
and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies or by other equitable principles of general application.



	b.		Title. Seller
has good and marketable title to the relevant Purchased Note and Transferred Rights, free and clear of all liens, pledges and
encumbrances of any kind.



	c.		No Conflicts.
The execution, delivery and performance of this Agreement by Seller and the consummation by
Seller of the transactions contemplated hereby (including, without
limitation, the sale of the relevant Transferred Rights
to Purchaser) will not (i) violate or conflict with, or result in a breach of any provision of,
or constitute a default (or an event which with notice or lapse of time or both could become
a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, note,
bond, indenture or other instrument to which Seller is a party, or (ii) result in a violation
of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of any self-regulatory
organizations to which Seller is subject) applicable to Seller
or by which any property of the Seller are bound or affected. Except as specifically contemplated by this Agreement and as required
under the 1933 Act and any applicable federal and state securities laws, neither
Seller nor the Company is required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency, regulatory agency, self
regulatory organization or stock market or any third party in order for it to execute, deliver
or perform any of its obligations under this Agreement in accordance with the terms hereof. Except for filings that may be required
under applicable federal and state securities laws in connection with the issuance and sale of the Purchased Note, all consents,
authorizations, orders, filings and registrations which
Seller is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.



	d.		No Brokers.
Seller has taken no action which would give rise to any claim by any person for brokerage commissions,
finder's fees or similar
payments relating to this Agreement or the transactions contemplated hereby.



6



     

     

    

	e.		Title;
                                                                                                                                                            Rule
                                                                                                                                                            144
                                                                                                                                                            Matters.
                                                                                                                                                            Seller
                                                                                                                                                            has
                                                                                                                                                            owned
                                                                                                                                                            the
                                                                                                                                                            Original
                                                                                                                                                            Note
                                                                                                                                                            since
                                                                                                                                                            the
                                                                                                                                                            Issuance
                                                                                                                                                            Date.
                                                                                                                                                            Seller
                                                                                                                                                            is
                                                                                                                                                            not,
                                                                                                                                                            and
                                                                                                                                                            for
                                                                                                                                                            a
                                                                                                                                                            period
                                                                                                                                                            of
                                                                                                                                                            at
                                                                                                                                                            least
                                                                                                                                                            ninety
                                                                                                                                                            (90)
                                                                                                                                                            days
                                                                                                                                                            prior
                                                                                                                                                            to
                                                                                                                                                            the
                                                                                                                                                            date
                                                                                                                                                            hereof
                                                                                                                                                            has
                                                                                                                                                            not
                                                                                                                                                            been,
                                                                                                                                                            an
                                                                                                                                                            "Affiliate"
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            Company,
                                                                                                                                                            as
                                                                                                                                                            that
                                                                                                                                                            term
                                                                                                                                                            is
                                                                                                                                                            defined
                                                                                                                                                            in
                                                                                                                                                            Rule
                                                                                                                                                            144
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            1933
                                                                                                                                                            Act.
                                                                                                                                                            Subsequent
                                                                                                                                                            to
                                                                                                                                                            the
                                                                                                                                                            Transfer
                                                                                                                                                            Closing
                                                                                                                                                            Date,
                                                                                                                                                            Seller
                                                                                                                                                            will
                                                                                                                                                            take
                                                                                                                                                            no
                                                                                                                                                            action
                                                                                                                                                            which
                                                                                                                                                            would
                                                                                                                                                            adversely
                                                                                                                                                            affect
                                                                                                                                                            the
                                                                                                                                                            tacking
                                                                                                                                                            for
                                                                                                                                                            the
                                                                                                                                                            benefit
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            Purchaser
                                                                                                                                                            of
                                                                                                                                                            Seller's
                                                                                                                                                            holding
                                                                                                                                                            period
                                                                                                                                                            under
                                                                                                                                                            Rule
                                                                                                                                                            144.



	f.		No
                                                                                                                                                            Other
                                                                                                                                                            Representations.
                                                                                                                                                            Seller
                                                                                                                                                            makes
                                                                                                                                                            no
                                                                                                                                                            representations
                                                                                                                                                            or
                                                                                                                                                            warranties
                                                                                                                                                            with
                                                                                                                                                            respect
                                                                                                                                                            to
                                                                                                                                                            the
                                                                                                                                                            Company,
                                                                                                                                                            its
                                                                                                                                                            financial
                                                                                                                                                            status,
                                                                                                                                                            earnings,
                                                                                                                                                            assets,
                                                                                                                                                            liabilities,
                                                                                                                                                            corporate
                                                                                                                                                            status
                                                                                                                                                            or
                                                                                                                                                            any
                                                                                                                                                            other
                                                                                                                                                            matter.



	4.		CONDITIONS
                                                                                                                                                                   TO
                                                                                                                                                                   SELLER'S
                                                                                                                                                                   OBLIGATION
                                                                                                                                                                   TO
                                                                                                                                                                   SELL.
                                                                                                                                                                   The
                                                                                                                                                                   obligation
                                                                                                                                                                   of
                                                                                                                                                                   Seller
                                                                                                                                                                   hereunder
                                                                                                                                                                   to
                                                                                                                                                                   sell
                                                                                                                                                                   the
                                                                                                                                                                   Purchased
                                                                                                                                                                   Note
                                                                                                                                                                   and
                                                                                                                                                                   deliver
                                                                                                                                                                   the
                                                                                                                                                                   relevant
                                                                                                                                                                   Transferred
                                                                                                                                                                   Rights
                                                                                                                                                                   to
                                                                                                                                                                   the
                                                                                                                                                                   Purchaser
                                                                                                                                                                   on
                                                                                                                                                                   the
                                                                                                                                                                   terms
                                                                                                                                                                   contemplated
                                                                                                                                                                   hereby
                                                                                                                                                                   at
                                                                                                                                                                   the
                                                                                                                                                                   Closing
                                                                                                                                                                   is
                                                                                                                                                                   subject
                                                                                                                                                                   to
                                                                                                                                                                   the
                                                                                                                                                                   satisfaction,
                                                                                                                                                                   at
                                                                                                                                                                   or
                                                                                                                                                                   before
                                                                                                                                                                   the
                                                                                                                                                                   Transfer
                                                                                                                                                                   Closing
                                                                                                                                                                   Date
                                                                                                                                                                   of
                                                                                                                                                                   each
                                                                                                                                                                   of
                                                                                                                                                                   the
                                                                                                                                                                   following
                                                                                                                                                                   conditions
                                                                                                                                                                   thereto,
                                                                                                                                                                   provided
                                                                                                                                                                   that
                                                                                                                                                                   these
                                                                                                                                                                   conditions
                                                                                                                                                                   are
                                                                                                                                                                   for
                                                                                                                                                                   Seller's
                                                                                                                                                                   sole
                                                                                                                                                                   benefit
                                                                                                                                                                   and
                                                                                                                                                                   may
                                                                                                                                                                   be
                                                                                                                                                                   waived
                                                                                                                                                                   by
                                                                                                                                                                   Seller
                                                                                                                                                                   at
                                                                                                                                                                   any
                                                                                                                                                                   time
                                                                                                                                                                   in
                                                                                                                                                                   its
                                                                                                                                                                   sole
                                                                                                                                                                   discretion:



	a.		Purchaser
                                                                                                                                                            shall
                                                                                                                                                            have
                                                                                                                                                            executed
                                                                                                                                                            this
                                                                                                                                                            Agreement
                                                                                                                                                            and
                                                                                                                                                            any
                                                                                                                                                            amendment
                                                                                                                                                            thereto
                                                                                                                                                            and
                                                                                                                                                            delivered
                                                                                                                                                            the
                                                                                                                                                            same
                                                                                                                                                            to
                                                                                                                                                            Seller.



	b.		Purchaser
                                                                                                                                                            shall
                                                                                                                                                            have
                                                                                                                                                            delivered
                                                                                                                                                            the
                                                                                                                                                            Transfer
                                                                                                                                                            Price
                                                                                                                                                            III
                                                                                                                                                            accordance
                                                                                                                                                            with
                                                                                                                                                            Section
                                                                                                                                                            1
                                                                                                                                                            (c)
                                                                                                                                                            above.



	c.		The
                                                                                                                                                            representations
                                                                                                                                                            and
                                                                                                                                                            warranties
                                                                                                                                                            of
                                                                                                                                                            such
                                                                                                                                                            Purchaser
                                                                                                                                                            shall
                                                                                                                                                            be
                                                                                                                                                            true
                                                                                                                                                            and
                                                                                                                                                            correct
                                                                                                                                                            in
                                                                                                                                                            all
                                                                                                                                                            material
                                                                                                                                                            respects
                                                                                                                                                            as
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            date
                                                                                                                                                            when
                                                                                                                                                            made
                                                                                                                                                            and
                                                                                                                                                            as
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            Transfer
                                                                                                                                                            Closing
                                                                                                                                                            Date
                                                                                                                                                            as
                                                                                                                                                            though
                                                                                                                                                            made
                                                                                                                                                            at
                                                                                                                                                            that
                                                                                                                                                            time
                                                                                                                                                            (except
                                                                                                                                                            for
                                                                                                                                                            representations
                                                                                                                                                            and
                                                                                                                                                            warranties
                                                                                                                                                            that
                                                                                                                                                            speak
                                                                                                                                                            as
                                                                                                                                                            of
                                                                                                                                                            a
                                                                                                                                                            specific
                                                                                                                                                            date),
                                                                                                                                                            and
                                                                                                                                                            Purchaser
                                                                                                                                                            shall
                                                                                                                                                            have
                                                                                                                                                            performed,
                                                                                                                                                            satisfied
                                                                                                                                                            and
                                                                                                                                                            complied
                                                                                                                                                            in
                                                                                                                                                            all
                                                                                                                                                            material
                                                                                                                                                            respects
                                                                                                                                                            with
                                                                                                                                                            the
                                                                                                                                                            covenants,
                                                                                                                                                            agreements
                                                                                                                                                            and
                                                                                                                                                            conditions
                                                                                                                                                            required
                                                                                                                                                            by
                                                                                                                                                            this
                                                                                                                                                            Agreement
                                                                                                                                                            to
                                                                                                                                                            be
                                                                                                                                                            performed,
                                                                                                                                                            satisfied
                                                                                                                                                            or
                                                                                                                                                            complied
                                                                                                                                                            with
                                                                                                                                                            by
                                                                                                                                                            Purchaser
                                                                                                                                                            at
                                                                                                                                                            or
                                                                                                                                                            prior
                                                                                                                                                            to
                                                                                                                                                            the
                                                                                                                                                            Transfer
                                                                                                                                                            Closing
                                                                                                                                                            Date.



	d.		No
                                                                                                                                                            litigation,
                                                                                                                                                            statute,
                                                                                                                                                            rule,
                                                                                                                                                            regulation,
                                                                                                                                                            executive
                                                                                                                                                            order,
                                                                                                                                                            decree,
                                                                                                                                                            ruling
                                                                                                                                                            or
                                                                                                                                                            injunction
                                                                                                                                                            shall
                                                                                                                                                            have
                                                                                                                                                            been
                                                                                                                                                            enacted,
                                                                                                                                                            entered,
                                                                                                                                                            promulgated
                                                                                                                                                            or
                                                                                                                                                            endorsed
                                                                                                                                                            by
                                                                                                                                                            or
                                                                                                                                                            in
                                                                                                                                                            any
                                                                                                                                                            court
                                                                                                                                                            or
                                                                                                                                                            governmental
                                                                                                                                                            authority
                                                                                                                                                            of
                                                                                                                                                            competent
                                                                                                                                                            jurisdiction
                                                                                                                                                            or
                                                                                                                                                            any
                                                                                                                                                            self-regulatory
                                                                                                                                                            organization
                                                                                                                                                            having
                                                                                                                                                            authority
                                                                                                                                                            over
                                                                                                                                                            the
                                                                                                                                                            matters
                                                                                                                                                            contemplated
                                                                                                                                                            hereby
                                                                                                                                                            which
                                                                                                                                                            prohibits
                                                                                                                                                            the
                                                                                                                                                            consummation
                                                                                                                                                            of
                                                                                                                                                            any
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            transactions
                                                                                                                                                            contemplated
                                                                                                                                                            by
                                                                                                                                                            this
                                                                                                                                                            Agreement.



	5.		CONDITIONS
                                                                                                                                                                   TO
                                                                                                                                                                   PURCHASER'S
                                                                                                                                                                   OBLIGATION
                                                                                                                                                                   TO
                                                                                                                                                                   PURCHASE.
                                                                                                                                                                   The
                                                                                                                                                                   obligation
                                                                                                                                                                   of
                                                                                                                                                                   Purchaser
                                                                                                                                                                   hereunder
                                                                                                                                                                   to
                                                                                                                                                                   purchase
                                                                                                                                                                   the
                                                                                                                                                                   Purchased
                                                                                                                                                                   Note
                                                                                                                                                                   and
                                                                                                                                                                   the
                                                                                                                                                                   Transferred
                                                                                                                                                                   Rights
                                                                                                                                                                   on
                                                                                                                                                                   the
                                                                                                                                                                   terms
                                                                                                                                                                   contemplated
                                                                                                                                                                   hereby
                                                                                                                                                                   at
                                                                                                                                                                   the
                                                                                                                                                                   Closing
                                                                                                                                                                   is
                                                                                                                                                                   subject
                                                                                                                                                                   to
                                                                                                                                                                   the
                                                                                                                                                                   satisfaction,
                                                                                                                                                                   at
                                                                                                                                                                   or
                                                                                                                                                                   before
                                                                                                                                                                   the
                                                                                                                                                                   Transfer
                                                                                                                                                                   Closing
                                                                                                                                                                   Date
                                                                                                                                                                   of
                                                                                                                                                                   each
                                                                                                                                                                   of
                                                                                                                                                                   the
                                                                                                                                                                   following
                                                                                                                                                                   conditions,
                                                                                                                                                                   provided
                                                                                                                                                                   that
                                                                                                                                                                   these
                                                                                                                                                                   conditions
                                                                                                                                                                   are
                                                                                                                                                                   for
                                                                                                                                                                   Purchaser's
                                                                                                                                                                   sole
                                                                                                                                                                   benefit
                                                                                                                                                                   and
                                                                                                                                                                   may
                                                                                                                                                                   be
                                                                                                                                                                   waived
                                                                                                                                                                   by
                                                                                                                                                                   such
                                                                                                                                                                   Purchaser
                                                                                                                                                                   at
                                                                                                                                                                   any
                                                                                                                                                                   time
                                                                                                                                                                   in
                                                                                                                                                                   its
                                                                                                                                                                   sole
                                                                                                                                                                   discretion.



 


7



     

     

    

	a.		Seller shall
have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company,
and delivered the same to Purchaser.



	b.		Seller shall
have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1 ( c) above.



	c.		Purchaser shall
have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto.



	d.		The representations
and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of
the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date)
and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by Seller
at or prior to the Transfer Closing Date.



	e.		No litigation,
statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.



	f.		The Company has provided to
the Purchaser a copy of the Transfer Agent Instruction Letter.



 


 


8



     

     

    

6.GOVERNING
LAW; MISCELLANEOUS


	a.		Governing
                                                                                                                                                            Law;
                                                                                                                                                            Jurisdiction.
                                                                                                                                                            THIS
                                                                                                                                                            AGREEMENT
                                                                                                                                                            SHALL
                                                                                                                                                            BE
                                                                                                                                                            ENFORCED,
                                                                                                                                                            GOVERNED
                                                                                                                                                            BY
                                                                                                                                                            AND
                                                                                                                                                            CONSTRUED
                                                                                                                                                            IN
                                                                                                                                                            ACCORDANCE
                                                                                                                                                            WITH
                                                                                                                                                            THE
                                                                                                                                                            LAWS
                                                                                                                                                            OF
                                                                                                                                                            THE
                                                                                                                                                            STATE
                                                                                                                                                            OF
                                                                                                                                                            NEW
                                                                                                                                                            YORK
                                                                                                                                                            APPLICABLE
                                                                                                                                                            TO
                                                                                                                                                            AGREEMENTS
                                                                                                                                                            MADE
                                                                                                                                                            AND
                                                                                                                                                            TO
                                                                                                                                                            BE
                                                                                                                                                            PERFORMED
                                                                                                                                                            ENTIRELY
                                                                                                                                                            WITH
                                                                                                                                                            SUCH
                                                                                                                                                            STATE,
                                                                                                                                                            WITHOUT
                                                                                                                                                            REGARD
                                                                                                                                                            TO
                                                                                                                                                            THE
                                                                                                                                                            PRINCIPLES
                                                                                                                                                            OF
                                                                                                                                                            CONFLICT
                                                                                                                                                            OF
                                                                                                                                                            LAWS.
                                                                                                                                                            THE
                                                                                                                                                            PARTIES
                                                                                                                                                            HERETO
                                                                                                                                                            HEREBY
                                                                                                                                                            SUBMIT
                                                                                                                                                            TO
                                                                                                                                                            THE
                                                                                                                                                            EXCLUSIVE
                                                                                                                                                            JURISDICTION
                                                                                                                                                            OF
                                                                                                                                                            THE
                                                                                                                                                            UNITED
                                                                                                                                                            STATES
                                                                                                                                                            FEDERAL
                                                                                                                                                            COURTS
                                                                                                                                                            LOCATED
                                                                                                                                                            IN
                                                                                                                                                            THE
                                                                                                                                                            CITY
                                                                                                                                                            OF
                                                                                                                                                            NEW
                                                                                                                                                            YORK,
                                                                                                                                                            NEW
                                                                                                                                                            YORK
                                                                                                                                                            WITH
                                                                                                                                                            RESPECT
                                                                                                                                                            TO
                                                                                                                                                            ANY
                                                                                                                                                            DISPUTE
                                                                                                                                                            ARISING
                                                                                                                                                            UNDER
                                                                                                                                                            THIS
                                                                                                                                                            AGREEMENT,
                                                                                                                                                            THE
                                                                                                                                                            AGREEMENTS
                                                                                                                                                            ENTERED
                                                                                                                                                            INTO
                                                                                                                                                            IN
                                                                                                                                                            CONNECTION
                                                                                                                                                            HEREWITH
                                                                                                                                                            OR
                                                                                                                                                            THE
                                                                                                                                                            TRANSACTIONS
                                                                                                                                                            CONTEMPLATED
                                                                                                                                                            HEREBY
                                                                                                                                                            OR
                                                                                                                                                            THEREBY.
                                                                                                                                                            BOTH
                                                                                                                                                            PARTIES
                                                                                                                                                            IRREVOCABLY
                                                                                                                                                            WAIVE
                                                                                                                                                            THE
                                                                                                                                                            DEFENSE
                                                                                                                                                            OF
                                                                                                                                                            AN
                                                                                                                                                            INCONVENIENT
                                                                                                                                                            FORUM
                                                                                                                                                            TO
                                                                                                                                                            THE
                                                                                                                                                            MAINTENANCE
                                                                                                                                                            OF
                                                                                                                                                            SUCH
                                                                                                                                                            SUIT
                                                                                                                                                            OR
                                                                                                                                                            PROCEEDING.
                                                                                                                                                            BOTH
                                                                                                                                                            PARTIES
                                                                                                                                                            FURTHER
                                                                                                                                                            AGREE
                                                                                                                                                            THAT
                                                                                                                                                            SERVICE
                                                                                                                                                            OF
                                                                                                                                                            PROCESS
                                                                                                                                                            UPON
                                                                                                                                                            A
                                                                                                                                                            PARTY
                                                                                                                                                            MAILED
                                                                                                                                                            BY
                                                                                                                                                            FIRST
                                                                                                                                                            CLASS
                                                                                                                                                            MAIL
                                                                                                                                                            SHALL
                                                                                                                                                            BE
                                                                                                                                                            DEEMED
                                                                                                                                                            IN
                                                                                                                                                            EVERY
                                                                                                                                                            RESPECT
                                                                                                                                                            EFFECTIVE
                                                                                                                                                            SERVICE
                                                                                                                                                            OF
                                                                                                                                                            PROCESS
                                                                                                                                                            UPON
                                                                                                                                                            THE
                                                                                                                                                            PARTY
                                                                                                                                                            IN
                                                                                                                                                            ANY
                                                                                                                                                            SUCH
                                                                                                                                                            SUIT
                                                                                                                                                            OR
                                                                                                                                                            PROCEEDING.
                                                                                                                                                            NOTHING
                                                                                                                                                            HEREIN
                                                                                                                                                            SHALL
                                                                                                                                                            AFFECT
                                                                                                                                                            ANY
                                                                                                                                                            PARTY'S
                                                                                                                                                            RIGHT
                                                                                                                                                            TO
                                                                                                                                                            SERVE
                                                                                                                                                            PROCESS
                                                                                                                                                            IN
                                                                                                                                                            ANY
                                                                                                                                                            OTHER
                                                                                                                                                            MANNER
                                                                                                                                                            PERMITTED
                                                                                                                                                            BY
                                                                                                                                                            LAW.
                                                                                                                                                            THE
                                                                                                                                                            PARTIES
                                                                                                                                                            AGREE
                                                                                                                                                            THAT
                                                                                                                                                            A
                                                                                                                                                            FINAL
                                                                                                                                                            NON-APPEALABLE
                                                                                                                                                            JUDGMENT
                                                                                                                                                            IN
                                                                                                                                                            ANY
                                                                                                                                                            SUCH
                                                                                                                                                            SUIT
                                                                                                                                                            OR
                                                                                                                                                            PROCEEDING
                                                                                                                                                            SHALL
                                                                                                                                                            BE
                                                                                                                                                            CONCLUSIVE
                                                                                                                                                            AND
                                                                                                                                                            MAYBE
                                                                                                                                                            ENFORCED
                                                                                                                                                            IN
                                                                                                                                                            OTHER
                                                                                                                                                            JURISDICTIONS
                                                                                                                                                            BY
                                                                                                                                                            SUIT
                                                                                                                                                            ON
                                                                                                                                                            SUCH
                                                                                                                                                            JUDGMENT
                                                                                                                                                            OR
                                                                                                                                                            IN
                                                                                                                                                            ANY
                                                                                                                                                            OTHER
                                                                                                                                                            LAWFUL
                                                                                                                                                            MANNER.
                                                                                                                                                            THE
                                                                                                                                                            PARTIES
                                                                                                                                                            HEREBY
                                                                                                                                                            WAIVE
                                                                                                                                                            A
                                                                                                                                                            TRIAL
                                                                                                                                                            BY
                                                                                                                                                            JURY
                                                                                                                                                            IN
                                                                                                                                                            ANY
                                                                                                                                                            ACTION,
                                                                                                                                                            PROCEEDING
                                                                                                                                                            OR
                                                                                                                                                            COUNTERCLAIM
                                                                                                                                                            BROUGHT
                                                                                                                                                            BY
                                                                                                                                                            EITHER
                                                                                                                                                            OF
                                                                                                                                                            THE
                                                                                                                                                            PARTIES
                                                                                                                                                            HERETO
                                                                                                                                                            AGAINST
                                                                                                                                                            THE
                                                                                                                                                            OTHER
                                                                                                                                                            IN
                                                                                                                                                            RESPECT
                                                                                                                                                            OF
                                                                                                                                                            ANY
                                                                                                                                                            MATTER
                                                                                                                                                            ARISING
                                                                                                                                                            OUT
                                                                                                                                                            OF
                                                                                                                                                            OR
                                                                                                                                                            IN
                                                                                                                                                            CONNECTION
                                                                                                                                                            WITH
                                                                                                                                                            THIS
                                                                                                                                                            AGREEMENT.



	b.		Counterparts;
Signatures by Facsimile. This Agreement may be executed
in one or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered
to the other patty. This
Agreement, once executed by a party, may
be delivered to the other party hereto
by facsimile transmission of a copy of
this Agreement bearing the
signature of the party
so delivering this Agreement.



	c.		Headings.
The headings of this
Agreement are for convenience
of reference only
and shall not form part of, or affect
the interpretation of, this Agreement.



	d.		Severability.
In the event that any provision of this Agreement is invalid
or enforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute
or rule of law. Any provision
hereof which may prove
invalid or unenforceable under any law
shall not affect the validity or enforceability
of any other provision
hereof.



 


 


9



     

     

    

	e.		Entire Agreement;
Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Seller nor
Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.



	f.		Notices.
Any notices required or permitted to be given under the terms of this Agreement shall be sent by
certified or registered mail (return receipt requested) or delivered personally or by courier
(including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the
mail, if mailed by regular United States mail, or upon
receipt, if delivered personally or by courier (including
a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications
shall be as provided in Schedule A annexed hereto. Seller may change its address by notice similarly given to each Purchaser.
Each Purchaser may change its address by notice similarly given to Seller.



	g.		Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither
Seller nor Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the
other. Notwithstanding the foregoing, subject to Section
2(f), Purchaser may assign its rights hereunder to any person that purchases the same in a private transaction from Purchaser
or to any of its "Affiliates," without the consent of Seller.



	h.		Third Party
Beneficiaries. 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.



	1.		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 party 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.



 


 


10



     

     

    

	j.		No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.



 


IN
WITNESS WHEREOF, each of Seller and Purchaser has caused this Securities Transfer
Agreement to be duly executed as of the date first above written. 


 


SELLER


 


CHARLES
M. BASNER


 


/s/ Charles
M Basner


 


PURCHASER


 


SOUTHRIDGE
PARTNERS II LP


By:


Title:


Company
acknowledgement and Consent


The
undersigned acknowledges and agrees to the representations, covenants and agreements made
by it in Section 1 (d) of this Agreement. 








	Date: July 22,
     2012	Kenergy Scientific, Inc.
	 	By: /s/ Kenneth Glynn
	 	Kenneth Glynn
Chief
Executive Officer and Chief Financial Officer









 


 





 





 


11



     

     

    

SCHEDULE
A


 


ADDRESSES
FOR NOTICES


 


Seller;Charles
M. Basner


10
Orchard Blossom Rd


Windham
NH 03087


Facsimile:


 


With
a copy to:


Kenneth
P. Glynn


Kenergy
Scientific, Inc


6
Minneakoning Rd


Flemington
NJ 08822


 


Purchaser;Southridge
Partners II LP


90
Grove Street


Ridgefield
CT 06877


 


 


 











 


 12









     

     

    



PROMISSORY NOTE


 


	July
    22, 2011	$
    100,000.00
	 

         
	 


Whereas
Charles M. Basner, (“Lender”), having an address of 10 Orchard Blossom Rd., Windham, NH 03087, has loaned $ 100,000.00
to Kenergy Scientific, Inc., formerly SpeechSwitch, Inc. (“Borrower”), a New Jersey corporation, having an address
of 6 Minneakoning Rd., Flemington, NJ 08822 on this 22nd day of July, 2011, receipt of which is acknowledged;


 


 


Now,
Therefore, the parties agree as follows:


 


 


Borrower
shall pay Lender the full sum of $ 100,000.00, plus 7 % per annum interest on or before March 22, 2012. In the event that Borrower
fails to make payment in full on that date, then this Note shall automatically become a default instrument and Lender may take
whatever action he may elect to recover his loss, including legal action, with continuing accrual of 7 % per annum interest, and
attorney’s fees.


 


 










	Date:
July 22, 2011	Kenergy Scientific, Inc.
	 	By: /s/ Kenneth Glynn
	 	Kenneth Glynn
Chief
Executive Officer and Chief Financial Officer









 


13