SIONIX CORPORATION
SIONIX
CORPORATION
0000
Xxxxxxxxx Xx., Xxxxx 000
Irvine,
Ca. 92612
October
14, 2008
X.X.
Metal Co.
18032
Lemon Dr. (PMB 137)
Yorba
Linda, Ca. 92886
Re:
Purchase
of Equipment
Gentlemen:
This
letter serves as the agreement of Sionix Corporation (“Sionix”) to pay for X.X.
Metal Co. (“X.X. Metal”) invoice #0154, relating to the sale of all machinery
and tooling listed on Schedule
I
attached
to this letter (the “Equipment”), for a price of U.S. $125,000, payable in
restricted common stock of Sionix, at a price of $0.15 per share.
Accordingly,
X.X. Metal hereby conveys to Sionix possession and all right, title and interest
in and to the Equipment, in consideration of Sionix’ issuance to the individuals
named below (each, a “Recipient”, collectively, the “Recipients”) the number of
shares of common stock of Sionix set forth opposite each of their names
(collectively, the “Shares”):
|
Xxxxxx
Xxxxxxxx
|
325,000 shares
|
|||
|
Xxxxxx Xxxxxxxx
|
300,000 shares
|
|||
|
Xxxxxx Xxxxxx
|
208,334 shares
|
|||
|
Total:
|
833,334 shares
|
Each
Recipient acknowledges and agrees as follows:
The
Shares have not been registered under the Securities Act of 1933 (the “Act”) and
are being issued to the Recipient in reliance upon the exemption from such
registration provided by Section 4(2) of the Act for transactions by an issuer
not involving any public offering. The Recipient hereby confirms that the
Recipient has been informed that the Shares are restricted securities under
the
Act and may not be resold or transferred unless the Shares are first registered
under the federal securities laws or unless an exemption from such registration
is available. Accordingly, the Recipient hereby acknowledges that the Recipient
is prepared to hold the Shares for an indefinite period and that the Recipient
is aware that Rule 144 promulgated under the Act, which exempts certain resales
of restricted securities, is not presently available to exempt the resale of
the
Shares from the registration requirements of the Act.
The
stock
certificates for the Shares shall be endorsed with substantially the following
restrictive legends:
“The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended. The shares may not be sold or offered for
sale in the absence of (a) an effective registration statement for the shares
under such Act, or (b) an
opinion of counsel of Sionix
that registration under such Act is not required with respect to such sale
or
offer.”
Each
recipient represents and warrants to Sionix as follows:
(a) The
Recipient has adequate means of providing for his current financial needs and
possible contingencies, and has no present need, and anticipates no need in
the
foreseeable future, to sell any Shares. The Recipient is able to bear the
economic risk of acquiring his portion of the Shares, and consequently, without
limiting the generality of the foregoing, the Recipient is (a) able to hold
his
portion of the Shares for an indefinite period of time, and (b) has a sufficient
net worth to sustain a loss of the Recipient’s entire investment in his portion
of the Shares.
(b) The
Recipient has
a
preexisting personal or business relationship with Xxxxxx or one or more of
its
officers, directors or controlling persons, or by reason of the Recipient’s
business or financial experience or the business or financial experience of
his
professional advisors who are unaffiliated with and who are not compensated
by
Xxxxxx or any affiliate or selling agent of Sionix, directly or indirectly,
could be reasonably assumed to have the capacity to protect his own interests
in
connection with his acquisition of the Shares.
(c) The
Recipient confirms that acquisition of the Shares was not offered to the
Recipient by any means of general solicitation or general
advertising.
(d) The
Recipient is acquiring his portion of the Shares for his own account, for
investment purposes only, and not with a view to the resale or other
distribution thereof, in whole or in part, except in accordance with the Act.
(e) The
Recipient has received and reviewed copies of Sionix’ (i) Annual Report on Form
10-KSB for the fiscal year ended September 30, 2007, including without
limitation the section entitled Risk Factors contained therein; (ii) Quarterly
Reports on Form 10-QSB and 10-Q for the quarters ended December 31, 2007 and
March 31, 2008, respectively; and (iii) Current Reports on Form 8-K filed with
the SEC since March 31, 2008, including, without limitation, Current Reports
(and any amendments thereto) describing the pending restatement of the Company’s
financial statements for the fiscal year ended September 30, 2007 and the
quarters ended December 31, 2007 and March 31, 2008, all of which are available
for review on the SEC’s website at xxx.xxx.xxx.
[SIGNATURES
FOLLOW]
This
agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes any prior agreements with respect
such subject matter. This agreement may be executed in counterparts, each of
which when taken together shall constitute a single binding agreement. This
agreement shall be governed by the laws of the State of California, and venue
for any legal action arising out of this agreement shall be in the state or
federal courts sitting in the City of Los Angeles, California.
|
Kind
regards,
|
|
Xxxxx
Xxxxx
|
|
Chief
Executive Officer
|
ACKNOWLEDGED
AND AGREED:
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Xxxxxx
X. Xxxxxxxx
|
|
|
Xxxxxx
X. Xxxxxxxx
|
|
SCHEDULE
I
RJ
Metal Complete Inventory
|
Equipment
& Tools & Cabinets
|
$
|
105,925.00
|
||
|
Lathe
Tools Carbide Holders
|
$
|
1,780.00
|
||
|
End
Xxxxx
|
$
|
8,860.00
|
||
|
Fly
Cutters
|
$
|
750.00
|
||
|
Collets
& Holders
|
$
|
3,800.00
|
||
|
Specialty
Reamers
|
$
|
1,010.00
|
||
|
Xxxxxx
Drills
|
$
|
727.00
|
||
|
Long
Drills
|
$
|
2,379.00
|
||
|
Grand
Total
|
$
|
125,231.00
|
RJ
Metal Products
Equipment
& Tools & Cabinets
|
1.
Kondia Power Mill
|
$
|
4,500.00
|
||
|
2.
Supermax-Mill
|
$
|
7,200.00
|
||
|
3.
Engine Lathe 30”x6’
|
$
|
12,500.00
|
||
|
4.
35 Ton Punch Press
|
$
|
4,500.00
|
||
|
5.
P1-2 Xxxxxx Engraver
|
$
|
2,000.00
|
||
|
6.
Deckel Pentagraph (GK21)
|
$
|
5,500.00
|
||
|
7.
Glass Bead Sand Blaster
|
$
|
500.00
|
||
|
8.
12” Cutoff Saw
|
$
|
1,400.00
|
||
|
9.
BridgePort#2
|
$
|
11,000.00
|
||
|
10.
Max Drill Press
|
$
|
300.00
|
||
|
11.
Rockwell Drill Press
|
$
|
250.00
|
||
|
12.
16” Abror Press
|
$
|
350.00
|
||
|
13.
Xxxxx Xxxxxxx Station Punch
|
$
|
1,000.00
|
||
|
14.
15” Rotary Table
|
$
|
500.00
|
||
|
15.
Tri-Arc(160)Xxx Xxxxxx
|
$
|
800.00
|
||
|
16.
Hobart Porta Wire Xxx Xxxxxx
|
$
|
2,000.00
|
||
|
17.
Xxxxxx Watermate Chiller (1A)
|
$
|
2,000.00
|
||
|
18.
Cobra Matic Xxx Xxxxxx
|
$
|
2,500.00
|
||
|
19.
Hobart Porta-Wire Xxx Xxxxxx
|
$
|
1,500.00
|
||
|
20.
Surface Grinder 12”
|
$
|
2,200.00
|
||
|
21.
Mojave 4’x8’x10” Surface Plate
|
$
|
2,500.00
|
||
|
22.
Xxxxxxxxxx 3’x4’x10” Surface Plate
|
$
|
900.00
|
||
|
23.
24”x18”x3” Surface Plate
|
$
|
400.00
|
||
|
24.
Xxxx Xxxxx 12” Cold Saw
|
$
|
2,500.00
|
||
|
25.
Dbl. Wheel Pedestal Tool Grinder
|
$
|
250.00
|
||
|
26.
42” x 1” Belt Sander
|
$
|
100.00
|
||
|
27.
End Mill Grinder
|
$
|
100.00
|
||
|
28.
Deckel Tool Grinder
|
$
|
2,450.00
|
||
|
29.
Combo (12” Disk) (6x48” Belt) Grinder
|
$
|
100.00
|
||
|
30.
Engraving Number Set Cabinet
|
$
|
500.00
|
||
|
31.
Shop Vacs $40.0ea x 2 =
|
$
|
80.00
|
||
|
32.
Large Mill Vices $350.00ea x 4 =
|
$
|
1,500.00
|
||
|
33.
360 degree Swivel Vice
|
$
|
350.00
|
||
|
34.
360 degree Swivel / Angel/ vise
|
$
|
400.00
|
||
|
35.
Precision Dividing Head
|
$
|
400.00
|
