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TABLE OF CONTENTS
 PageSECTION 1. Purchase and Sale of Note
    
    
    1SECTION 2. Purchasers Representations and Warranties
    
    
    2SECTION 3. Representations, Warranties and Covenants of the Company
    
    
    5SECTION 4. Covenants
    
    
    11SECTION 5. Conditions to the Companys Obligation to Close
    
    
    13SECTION 6. Conditions to Purchasers Obligation to Purchase
    
    
    13SECTION 7. Miscellaneous
    
    
    15
 SCHEDULESchedule A
    
    Wire InstructionsEXHIBITSExhibit A
    
    Form of NoteExhibit B
    
    Secretarys Certificate
 -i-




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SECURITIES PURCHASE AGREEMENT
 THIS SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser
 THE PARTIES TO THIS AGREEMENT
 Exhibit A Note Notes Principal Amount
 SEC Common Stock Conversion Shares Securities
 Transaction Transaction Documents
 NOW THEREFORE
 SECTION 1. Purchase and Sale of Notes




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Closing Closing Date
 Schedule A
 SECTION 2.
Purchasers Representations and Warranties
 Securities Act
 accredited
investor
   -2-




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it being understood
     -3-




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two (2) years two-year period two-year
holding period
  -4-




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SECTION 3.
Representations, Warranties and Covenants of the Company SEC Filings Disclosure
Letter
 Subsidiaries
 -5-




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HSR Act
 -6-




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-7-




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SVB
Indebtedness
    Intellectual Property
 -8-




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Hazardous
Material
 Environmental Laws
 -9-




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SEC
  Investment Company
Act
 -10-




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SECTION 4. Covenants
       -11-




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Regulatory Filings FTC DOJ
 Exchange of Information
 Notification
 -12-




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Limitation on Divestiture
 SECTION 5.
Conditions to the Companys Obligation to Close
  Schedule A
  SECTION
6. Conditions to Purchasers Obligation to Purchase
   -13-




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Exhibit B
     -14-




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SECTION 7. Miscellaneous
       -15-




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-16-




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8-K Filing
 -17-




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[THE BALANCE OF THIS PAGE HAS
BEEN INTENTIONALLY LEFT BLANK] -18-




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IN WITNESS WHEREOF
 COMPANY
SIPEX CORPORATIONBy:
    /s/ Ralph SchmittName:
    Ralph SchmittTitle:
    Chief Executive Officer




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PURCHASER
RODFRE HOLDINGS LLCBy:
    /s/ Joseph Prudente(signature of authorized representative)Name:       Joseph Prudente
Its:                     Director
Address: 41 Main Street, Bolton, MA, 01740
Telephone: (978) 779-3000
Fax:
            (978) 779-3050
Tax I.D. or SSN: 47-0935666




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EXHIBIT A
 FORM OF NOTE
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION THEREFROM.
 THIS SECURITY IS SUBORDINATED TO THE EXTENT SET FORTH IN THE
SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF BY THE COMPANY,
LENDER AND SILICON VALLEY BANK AS PER SECTION 5 HEREOF.
 SIPEX CORPORATION
 9% UNSECURED JUNIOR NOTE WITH CONVERTIBLE INTEREST DUE
JUNE 30, 2008
 TBD  up to an aggregate amount of U.S. $10,000,000
 SECTION 1. Security
 Company
 SECTION 2. Principal Amount and Interest
 TBD  (up to an
aggregate amount of U.S. $10,000,000) Final
Maturity Date




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Designated Office
  SECTION 3. Conversion
 Conversion Account Conversion Date Conversion Account Balance
  3




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Conversion Price Exhibit A Conversion Notice
 Share Delivery
Date
 4




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th
       5




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mutatis mutandis
     6




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provided Non-Electing Share
 7




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SECTION 4. Rights of the Holder upon a Change of Control.
  Change of Control
Right
 8




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Change of Control Notice
      Exhibit A Exhibit B
   9




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SECTION 5. Subordination
 SVB Facility
 SECTION 6. Covenants of the Company.
  provided however
     10




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SECTION 7. Events of Default.
 Event of Default
 Defaulted Payment
   11




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Notice of Default
  12




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mutatis mutandis
 mutatis mutandis
    13




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SECTION 8. Consolidation, Merger, Etc.
   14




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SECTION 9.
 SECTION 10. Definitions.
 Affiliate control controlling controlled
 Board of Directors
 Business Day
 Capital Stock
 Change of Control
  15




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Rule 13e-3 transaction
 Closing Date
 Closing Price NSM provided
 Commission
 Common Stock
 16




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Convertible Securities
 Defaulted Payment
 Exchange Act
 fair market value
 Final Maturity Date
 Holder
 Indebtedness
     17




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Instrument
 Note Register
 Person person
 Purchase Agreement
 Registration Statement Effectiveness Restriction
 Security
 Securities Act
 18




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Share Delivery Date
 Subsidiary
 Trading Day
 Voting Stock
 SECTION 11. Miscellaneous
   
 19




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20




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Transfer
   21




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accredited investor
     22




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two-year holding period
 provided however
 23




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24




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[Remainder of page intentionally left blank.]
 25




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
 SIPEX CORPORATIONBy:Name:Title:RODFRE HOLDINGS LLCBy:Name:Title:




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EXHIBIT A
   Dated:RODFRE HOLDINGS LLCBy:Name:Title:
  NameAddressSocial Security or other Taxpayer Identification Number, if anyAmount of accrued interest: $




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EXHIBIT B
  Security
 Dated:RODFRE HOLDINGS LLCBy:Name:Title:
  NameAddressSocial Security or other Taxpayer Identification Number, if any




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EXHIBIT B
 SECRETARYS CERTIFICATE




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SIPEX CORPORATION
 SECRETARYS CERTIFICATE
  
 Agreement Company
  1.
    
    Attached hereto as Exhibit A is a true and complete copy of the
Restated Certificate of Incorporation of the Company, (the Certificate), certified by
the Secretary of State of Delaware on March 26, 2007 as in effect on the date thereof.
No document with respect to an amendment to the Certificate has been filed in the
office of the Secretary of State of Delaware since March 26, 2007, and no action has
been taken by the Company since such date in contemplation of any such amendment or the
dissolution, merger, or consolidation of the Company, other than as contemplated by the
Agreement.2.
    
    Attached hereto as Exhibit B is a true and complete copy of the Amended
and Restated Bylaws of the Company as in full force and effect on the date hereof. No
action has been taken by the stockholders or directors of the Company in contemplation
of any amendment to such bylaws.3.
    
    Attached hereto as Exhibit C is a true and complete copy of the
resolutions duly adopted by the Board of Directors of the Company as of March 29, 2007
authorizing the execution, delivery and performance by the Company of the Agreement and
the other Transaction Documents and the consummation of the transactions contemplated
thereby. Such resolutions have not been amended, modified or rescinded since their
adoption and remain in full force and effect as of the date hereof.
 [Signature Page Follows]
 -2-




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IN WITNESS WHEREOF
 /s/ Clyde R. WallinClyde R. Wallin, Secretary of the Company




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EXHIBIT A
 Restated Certificate of Incorporation




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EXHIBIT B
 Amended and Restated Bylaws
 -2-




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EXHIBIT C
 Board Resolutions
 -3-




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SCHEDULE A
 WIRE INSTRUCTIONS
 ACCOUNT NAME:
    
    [Deutsche Bank Securities]THE BANK:
    
    [Allfirst Bank Baltimore MD]ACCOUNT NUMBER:
    
    [068-87-618]ABA/TRANSIT NUMBER:
    
    [052000113]FOR FURTHER CREDIT TO:
    
    [Sipex CorporationAccount# 210-71019-13]