SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      made as of _______________, 2008 by and among Sionix Corporation, a Nevada
      corporation (the “Company”),
      and
      the purchaser whose name and address are set forth on the signature page annexed
      hereto (the “Purchaser”).
      The
      foregoing parties are sometimes referred to hereinafter individually as a
“Party” or collectively as the “Parties.”

     

    RECITALS

     

    WHEREAS,
      pursuant
      to the Subscription Application of the Purchaser of even date herewith (each
      a
“Subscription
      Application”),
      and
      pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Securities
      Act”),
      and
      Rule 506 promulgated thereunder, the Company desires to sell to the Purchaser
      and the Purchaser desires to acquire from the Company that number of units
      of
      the Company’s securities (the “Units”)
      as are
      set forth on the Purchaser’s signature page annexed hereto, at a price of
      $10,000 per Unit, subject to the terms and conditions of this Agreement and
      the
      other documents or instruments contemplated hereby; and

     

    WHEREAS,
      each
      Unit consists of: (i) 100,000 shares of the Company’s $0.001 par value common
      stock (the “Common
      Stock”),
      and
      (ii) a warrant, in the form attached hereto as Exhibit
      A,
      to
      purchase up to 200,000 shares of Common Stock at an exercise price of $0.10
      per
      share for a 3 year period commencing upon the Closing (collectively,
“Warrants”).

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements hereinafter set forth,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Parties do hereby covenant and agree as
      follows:

     

    AGREEMENT

     

    Section
      1.    Sale
      and Issuance of Units.

     

    1.1    Subject
      to the terms and conditions of this Agreement, the Company’s board of directors
      has authorized the sale and issuance of up to 75 Units (the “Offering”).
      At
      the Closing, the Company shall sell and issue to the Purchaser, and the
      Purchaser shall purchase from the Company, the number of Units set forth on
      the
      Purchaser’s signature page hereto. The Company intends to enter into this same
      form of purchase agreement with certain other purchasers (collectively, the
      “Other
      Purchasers”,
      and
      collectively with the Purchaser, the “Purchasers”)
      and
      expects to complete sales of Units to them. The maximum number of Units that
      the
      Company may sell to the Purchasers is 75. The Purchaser’s obligations hereunder
      are expressly not subject to or conditioned on the purchase of Units by any
      or
      all of such Other Purchasers.

     

    1.2    The
      aggregate purchase price for the Units to be purchased by the Purchaser (the
      “Purchase
      Price”)
      shall
      be the amount set forth on the Purchaser’s signature page hereto.

     

    Section
      2.    The
      Closing.

     

    2.1    The
      closing of the sale and issuance to the Purchaser (the “Closing”)
      shall
      take place on the date when the Company’s legal counsel, Richardson & Patel,
      LLP (the “Escrow Agent”), receives all of the materials required pursuant to the
      Escrow Agreement annexed hereto as Exhibit
      B
      (the
“Escrow
      Agreement”),
      including, without limitation, immediately available funds via wire transfer
      or
      a certified check equal to the subscription amount set forth on the Purchaser’s
      signature page hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2    At
      the
      Closing, the Company shall instruct its transfer agent to issue and deliver
      to
      the Purchaser a certificate representing the Common Stock, against receipt
      by
      the Escrow Agent of a certified bank check or wire transfer in an aggregate
      amount equal to the Purchase Price for the Units set forth on the Purchaser’s
      signature page hereto.

     

    Section
      3.    Representations
      and Warranties of the Company.

     

    The
      Company hereby represents and warrants to the Purchaser as follows:

     

    3.1    Organization.
      

     

    The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the State of Nevada and is qualified to conduct its business as a foreign
      corporation in each jurisdiction where the failure to be so qualified would
      have
      a material adverse effect on the Company.

     

    3.2    Authorization
      of Agreement, Etc.

     

    The
      execution, delivery, and performance by the Company of its obligations under
      this Agreement, the Escrow Agreement, the Subscription Application, the Warrants
      and each other document or instrument contemplated hereby or thereby
      (collectively, the “Transaction
      Documents”)
      has
      been duly authorized by all requisite corporate action on the part of the
      Company; and this Agreement and the Transaction Documents have been duly
      executed and delivered by the Company. Each of the Transaction Documents, when
      executed and delivered by the Company, constitutes the valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms, subject to applicable bankruptcy, insolvency, reorganization,
      fraudulent conveyance, moratorium, or other similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding at law or in equity).

     

    
      
        3.3    Issuance
          of Common Stock and Warrants.

      

    

     

    The
      Units
      are duly authorized and, when paid for and issued in accordance with the
      Transaction Documents, will be duly and validly issued, fully paid, and
      nonassessable, free and clear of all liens. 

     

    Section
      4.    Representations
      and Warranties of the Purchaser.

     

    The
      Purchaser hereby represents and warrants to the Company as follows:

     

    
      
         

      

      
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    4.1    Authorization
      of the Documents.

     

    The
      Purchaser has all requisite power and authority (corporate or otherwise) to
      execute, deliver, and perform its obligations under the Transaction Documents,
      and the execution, delivery, and performance by the Purchaser of its obligations
      under the Transaction Documents has been duly authorized by all requisite action
      on the part of the Purchaser and each such Transaction Document, when executed
      and delivered by the Purchaser, shall constitute the valid and binding
      obligation of the Purchaser, enforceable against the Purchaser in accordance
      with its terms, subject to applicable bankruptcy, insolvency, reorganization,
      fraudulent conveyance, moratorium or other similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding at law or in equity).

     

    4.2    Investment
      Representations.

     

    All
      of
      the representations, warranties, and information of the Purchaser as set forth
      in the Purchaser’s Subscription Application are incorporated by reference
      herein, shall be deemed to be a part hereof, and shall be true and correct
      at
      the Closing with the same force and effect as if made by the Purchaser as of
      the
      date thereof.

     

    4.3    Access
      to Company Information.

     

    The
      Purchaser acknowledges that it has been afforded access and the opportunity
      to
      obtain all financial and other information concerning the Company that such
      Purchaser desires (including the opportunity to meet with the Company’s
      executive officers, either in person or telephonically). The Purchaser has
      reviewed copies of all reports filed by the Company (the “Filings”)
      with
      the Securities and Exchange Commission (the “Commission”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      since
      September 30, 2006, all of which are available for review at www.sec.gov.
      The
      Purchaser further acknowledges that it is familiar with the contents of the
      Filings and that there is no further information about the Company that the
      Purchaser desires in determining whether to acquire the Units in the
      Offering.

     

    4.4    Risk
      Factors

     

    The
      Purchaser understands that an investment in the Units entails a substantial
      risk
      of loss. The purchaser has read and understands all of the Risk Factors set
      forth in the Company’s annual report on Form 10-KSB filed with the Commission on
      January 15, 2008.

     

    Section
      5.    Brokers
      and Finders.

    


    The
      Company shall not be obligated to pay any commission, brokerage fee, or finder’s
      fee based on any alleged agreement or understanding between the Purchaser and
      a
      third person in respect of the transactions contemplated hereby. The Purchaser
      hereby agrees to indemnify the Company against any claim by any third person
      for
      any commission, brokerage fee, finder’s fee, or other payment with respect to
      this Agreement or the transactions contemplated hereby based on any alleged
      agreement or understanding between the Purchaser and any such third person,
      whether express or implied from the actions of the Purchaser or anyone acting
      or
      purporting to act on behalf of the Purchaser.

     

    
      
         

      

      
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    Section
      6.    Indemnification
      By the Purchaser.
      

    


    The
      Purchaser hereby agrees to indemnify and defend (with counsel acceptable to
      the
      Company) the Company and its officers, directors, employees, and agents and
      hold
      them harmless from and against any and all liability, loss, damage, cost, or
      expense, including costs and reasonable attorneys’ fees, incurred on account of
      or arising from:

    


    (a)    any
      breach of or inaccuracy in any of the Purchaser’s representations, warranties,
      or agreements made herein, in any of the Transaction Documents, or in any
      document or instrument contemplated hereby or thereby; and

    


    (b)    any
      action, suit, or proceeding based on a claim that the Purchaser’s
      representations, warranties or agreements made herein, in any of the Transaction
      Documents, or in any document or instrument contemplated hereby or thereby,
      were
      inaccurate or misleading, or otherwise cause for obtaining damages or redress
      from the Company or any current or former officer, director, employee, or agent
      of the Company under the Securities Act.

    


    Section
      7.    [Intentionally
      Omitted] 

    


    Section
      8.    Right
      of First Refusal

     

    (a)    From
      the
      date hereof until July 30, 2008, upon any issuance by the Company of Common
      Stock or securities exercisable for or convertible into Common Stock (a
“Subsequent
      Financing”),
      the
      Purchasers shall have the right to participate in up to 100% of the amount
      of
      the Subsequent Financing (the “Participation
      Maximum”)
      on the
      same terms, conditions and price provided for in the Subsequent Financing.
      

     

    (b)    At
      least
      5 business days prior to the closing of the Subsequent Financing, the Company
      shall deliver to the Purchasers a written notice of its intention to effect
      a
      Subsequent Financing (“Pre-Notice”),
      which
      Pre-Notice shall ask each Purchaser if such Purchaser wants to review the
      details of such financing (such additional notice, a “Subsequent
      Financing Notice”).
      Upon
      the request of a Purchaser, and only upon a request by such Purchaser, for
      a
      Subsequent Financing Notice, the Company shall promptly, but no later than
      2
      business days after such request, deliver a Subsequent Financing Notice to
      such
      Purchaser. The Subsequent Financing Notice shall describe in reasonable detail
      the proposed terms of such Subsequent Financing, the amount of proceeds intended
      to be raised thereunder, the person or persons through or with whom such
      Subsequent Financing is proposed to be effected, and attached to which shall
      be
      a term sheet or similar document relating thereto. 

     

    (c)    Any
      Purchaser desiring to participate in such Subsequent Financing must provide
      written notice to the Company by not later than 5:30 p.m. (New York City time)
      on the 5th
      business
      day after all of the Purchasers have received the Pre-Notice that the Purchaser
      is willing to participate in the Subsequent Financing, the amount of the
      Purchaser’s participation, and that the Purchaser has such funds ready, willing,
      and available for investment on the terms set forth in the Subsequent Financing
      Notice. If the Company receives no notice from a Purchaser as of such
      5th
      business
      day, such Purchaser shall be deemed to have notified the Company that it does
      not elect to participate. 

     

    
      
         

      

      
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    (d)    If
      by
      5:30 p.m. (New York City time) on the 5th
      business
      day after all of the Purchasers have received the Pre-Notice, notifications
      by
      the Purchasers of their willingness to participate in the Subsequent Financing
      (or to cause their designees to participate) is, in the aggregate, less than
      the
      total amount of the Subsequent Financing, then the Company may effect the
      remaining portion of such Subsequent Financing on the terms and with the persons
      set forth in the Subsequent Financing Notice. 

     

    (e)    If
      by
      5:30 p.m. (New York City time) on the 5th
      Business
      Day after all of the Purchasers have received the Pre-Notice, the Company
      receives responses to a Subsequent Financing Notice from Purchasers seeking
      to
      purchase more than the aggregate amount of the Participation Maximum, each
      such
      Purchaser shall have the right to purchase the greater of (a) their Pro Rata
      Portion (as defined below) of the Participation Maximum and (b) the difference
      between the Participation Maximum and the aggregate amount of participation
      by
      all other Purchasers.  “Pro
      Rata Portion”
is
      the
      ratio of (x) the Purchase Price of a Purchaser participating under this Section
      8 and (y) the sum of the aggregate Purchase Prices paid by the Purchasers
      pursuant to the Offering who are participating under this Section
      8.

     

    (f)    The
      Company must provide the Purchasers with a second Subsequent Financing Notice,
      and the Purchasers will again have the right of participation set forth above
      in
      this Section 8, if the Subsequent Financing subject to the initial Subsequent
      Financing Notice is not consummated for any reason on the terms set forth in
      such Subsequent Financing Notice within 60 business days after the date of
      the
      initial Subsequent Financing Notice. 

     

    (g)    Notwithstanding
      the foregoing, this Section 8 shall not apply in respect of (i) an Exempt
      Issuance or (ii) an underwritten public offering of Common Stock. An “Exempt
      Issuance” means the issuance of (a) shares of Common Stock or options to
      employees, officers, directors or consultants of the Company pursuant to any
      stock or option plan duly adopted by the board of directors of the Company
      or a
      committee of non-directors established for such purpose, (b) securities issued
      pursuant to the Offering, including without limitation securities issuable
      upon
      the exercise or exchange of or conversion of any securities issued pursuant
      to
      the Offering, (c) securities exercisable or exchangeable for or convertible
      into
      shares of Common Stock issued and outstanding on the date of this Agreement,
      or
      (d) securities issued pursuant to acquisitions or strategic transactions duly
      approved by the Company’s board of directors, provided any such issuance shall
      only be to a person which is, itself or through its subsidiaries, an operating
      company in a business synergistic with the business of the Company and in which
      the Company receives benefits in addition to the investment of funds, but shall
      not include a transaction in which the Company is issuing securities primarily
      for the purpose of raising capital or to an entity whose primary business is
      investing in securities.

     

    Section
      9.    Successors
      and Assigns.

     

    This
      Agreement shall bind and inure to the benefit of the Company, the Purchaser,
      and
      their respective successors and assigns.

     

    
      
         

      

      
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    Section
      10.    Entire
      Agreement.

     

    This
      Agreement and the other writings and agreements referred to in this Agreement
      or
      delivered pursuant to this Agreement contain the entire understanding of the
      Parties with respect to the subject matter hereof and supersede all prior
      agreements and understandings, whether written or verbal, among the Parties
      with
      respect thereto.

     

    Section
      11.    Notices.

     

    All
      notices, demands and requests of any kind to be delivered to any Party in
      connection with this Agreement shall be in writing and shall be deemed to have
      been duly given if personally delivered or if sent by internationally-recognized
      overnight courier or by registered or certified mail, return receipt requested
      and postage prepaid, addressed as follows:

     

    if
      to the
      Company, to:

     

    Sionix
      Corporation

    2082
      Michelson Drive

    Suite
      306

    Irvine,
      CA 92612

    Attention:
      Chief Executive Officer

    


    with
      a
      copy to:

    


    Richardson
      & Patel LLP

    The
      Chrysler Building

    405
      Lexington Avenue, 26th Floor

    New
      York,
      New York 10174

    Attention
      Kevin Friedmann

    


    if
      to the
      Purchaser, to:

     

    at
      the
      address of the Purchaser set forth on the Purchaser’s signature page
      hereto;

    


    or
      to
      such other address as the Party to whom notice is to be given may have furnished
      to the other Parties to this Agreement in writing in accordance with the
      provisions of this Section. Any such notice or communication shall be deemed
      to
      have been received (i) in the case of personal delivery, on the date of such
      delivery, (ii) in the case of internationally-recognized overnight courier,
      on
      the next business day after the date when sent and (iii) in the case of mailing,
      on the third business day following that on which the piece of mail containing
      such communication is posted.

     

    Section
      12.    Amendments.

     

    This
      Agreement may not be modified or amended, nor may any provision of this
      Agreement be waived, except as evidenced by a written agreement duly executed
      by
      Purchasers who hold at least 66% of the Common Stock and shares of Common Stock
      underlying Warrants acquired in the Offering.

     

    
      
         

      

      
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    Section
      13.    Governing
      Law; Waiver of Jury Trial.

     

    All
      questions concerning the construction, interpretation, and validity of this
      Agreement shall be governed by and construed and enforced in accordance with
      the
      domestic laws of the State of New York without giving effect to any choice
      or
      conflict of law provision or rule (whether in the State of New York or any
      other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of New York. In furtherance of the foregoing, the internal
      law of the State of New York will control the interpretation and construction
      of
      this Agreement, even if under such jurisdiction’s choice of law or conflict of
      law analysis, the substantive law of some other jurisdiction would ordinarily
      or
      necessarily apply.

     

    Section
      14.    Submission
      to Jurisdiction.

     

    Any
      legal
      action or proceeding with respect to this Agreement may be brought in the courts
      of the State of New York and the United States of America located in the City
      of
      New York, New York, Borough of Manhattan, and, by execution and delivery of
      this
      Agreement, the Company hereby accepts for itself and in respect of its property,
      generally and unconditionally, the jurisdiction of the aforesaid courts. The
      Purchaser hereby irrevocably waives, in connection with any such action or
      proceeding, any objection, including, without limitation, any objection to
      the
      venue or based on the grounds of forum
      non conveniens,
      which
      it may now or hereafter have to the bringing of any such action or proceeding
      in
      such respective jurisdictions. The Purchaser hereby irrevocably consents to
      the
      service of process of any of the aforementioned courts in any such action or
      proceeding by the mailing of copies thereof by registered or certified mail,
      postage prepaid, to it at its address as set forth herein. 

     

    Section
      15.    Severability.

     

    It
      is the
      desire and intent of the Parties that the provisions of this Agreement be
      enforced to the fullest extent permissible under the law and public policies
      applied in each jurisdiction in which enforcement is sought. Accordingly, in
      the
      event that any provision of this Agreement would be held in any jurisdiction
      to
      be invalid, prohibited, or unenforceable for any reason, such provision, as
      to
      such jurisdiction, shall be ineffective, without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction. Notwithstanding the foregoing, if such
      provision could be more narrowly drawn so as not to be invalid, prohibited,
      or
      unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
      narrowly drawn, without invalidating the remaining provisions of this Agreement
      or affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    Section
      16.    Independence
      of Agreements, Covenants, Representations and Warranties.

     

    All
      agreements and covenants hereunder shall be given independent effect so that
      if
      a certain action or condition constitutes a default under a certain agreement
      or
      covenant, the fact that such action or condition is permitted by another
      agreement or covenant shall not affect the occurrence of such default, unless
      expressly permitted under an exception to such covenant. In addition, all
      representations and warranties hereunder shall be given independent effect
      so
      that if a particular representation or warranty proves to be incorrect or is
      breached, the fact that another representation or warranty concerning the same
      or similar subject matter is correct or is not breached will not affect the
      incorrectness of or a breach of a representation and warranty hereunder. The
      exhibits and any schedules annexed hereto are hereby made part of this Agreement
      in all respects. 

     

    
      
         

      

      
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    Section
      17.    Counterparts. 

     

    This
      Agreement may be executed in any number of counterparts, and each such
      counterpart of this Agreement shall be deemed to be an original instrument,
      but
      all such counterparts together shall constitute but one agreement. Facsimile
      counterpart signatures to this Agreement shall be acceptable and
      binding.

     

    Section
      18.    Headings.

     

    The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

     

    Section
      19.    Expenses. 

     

    Each
      Party shall pay its own fees and expenses incurred in connection with the
      negotiation, execution, delivery and performance of this Agreement, the
      Transaction Documents and any document or instrument contemplated hereby or
      thereby. 

     

    Section
      20.    Preparation
      of Agreement.

     

    The
      Company prepared this Agreement and the Transaction Documents solely on its
      behalf. Each Party to this Agreement acknowledges that: (i) the Party had the
      advice of, or sufficient opportunity to obtain the advice of, legal counsel
      separate and independent of legal counsel for any other Party hereto; (ii)
      the
      terms of the transactions contemplated by this Agreement are fair and reasonable
      to such Party; and (iii) such Party has voluntarily entered into the
      transactions contemplated by this Agreement without duress or coercion. Each
      Party further acknowledges that such Party was not represented by the legal
      counsel of any other Party hereto in connection with the transactions
      contemplated by this Agreement, nor was he or it under any belief or
      understanding that such legal counsel was representing his or its interests.
      Each Party agrees that no conflict, omission, or ambiguity in this Agreement,
      or
      the interpretation thereof, shall be presumed, implied, or otherwise construed
      against any other Party to this Agreement on the basis that such Party was
      responsible for drafting this Agreement.

    


    Section
      21.    Use
      of
      Proceeds.

    


    The
      Company shall use the net proceeds from the Offering for general working capital
      purposes and not for the repayment of any Company indebtedness, provided that
      the Company shall use $50,000 of the proceeds to pay outstanding legal fees
      to
      its counsel. The term “Company indebtedness” shall not include trade payables
      incurred in the ordinary course of business or accrued but unpaid wages or
      consulting fees.

     

    
      
         

      

      
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    *
      * * *
      *

     

    


     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the undersigned has duly executed this Securities Purchase Agreement as of
      the
      date first written above.

     

    
      	 	 	COMPANY:
	 	 	 
	 	 	SIONIX CORPORATION
	 	 	 
	 	By:  	 
	 	
              
Name:
              Richard H. Papalian
	 	Title:
              Chief Executive Officer


    

    


    


     

    [PURCHASER’S
      SIGNATURE PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [PURCHASER
      SIGNATURE PAGE TO SIONIX CORPORATION 

    SECURITIES
      PURCHASE AGREEMENT]

    


    
      	
              PURCHASER:

            	 
	 	 
	
              _____________________________________________

            	
              
                _____________________________________________

              

            
	
              Name
                of Purchaser (Individual or Institution)

            	
              Name
                of Individual representing

            
	
               

            	
              Purchaser
                (if an Institution)

            
	 	 
	 	 
	
              
                _____________________________________________

              

            	
              
                _____________________________________________

              

            
	
              Title
                of Individual representing

            	
              Signature
                of Individual Purchaser or 

            
	
              Purchaser
                (if an Institution)

            	
              Individual
                representing Purchaser

            
	 	 
	 	 
	
              Address:

            	 
	 	 
	 	 
	
              Telephone:

            	 
	 	 
	 	 
	
              Facsimile:

            	 
	 	 
	 	 
	
              _____________________________________________

            	 
	
              Number
                of Units

            	 
	 	 
	
              _____________________________________________

            	 
	
              Aggregate
                Purchase Price

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    Form
      of Warrant

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

    


    Escrow
      Agreement