Exhibit 10
WAIVER AND AMENDMENT
AGREEMENT
THIS WAIVER AND AMENDMENT AGREEMENT
(this “Agreement”)
, dated as of August 13, 2009, is made and entered into by
and among Sionix Corporation, a Nevada corporation
(“Sionix”), and all of the current and past holders of
the Secured Convertible Promissory Notes of Sionix (the
“Holders”), with reference to the following:
RECITALS
WHEREAS , the Holders constitute all of the current and
past holders of the Secured Convertible Promissory Notes of Sionix
issued from October 2006 through February 2007 in the aggregate
principal amount of $750,000 (each, a “Note”,
collectively, the “Notes”), which were initially
convertible, until the respective maturity dates of the Notes, into
shares of common stock of Sionix (“Common Stock”) at a
price of $0.05 per share, which price was subsequently adjusted to
$0.04 per share (the “Note Conversion Price”) pursuant
to Section 1(f) of the Notes;
WHEREAS , Section 1(b) of the Notes contains a provision
requiring a reduction of the Note Conversion Price in the event of
certain Dilutive Issuances (as defined in the Notes);
WHEREAS , on June 6, 2007, Sionix issued convertible
promissory notes in the aggregate principal amount of $86,000
which, upon the satisfaction of certain conditions, could be
converted into Common Stock at a conversion price of $0.01 per
share (the “Penny Notes”);
WHEREAS , absent a waiver pursuant to Section 1(b)(vi)
of the Notes, the issuance of the Penny Notes would constitute a
Dilutive Issuance within the meaning of the Notes, thereby
triggering a reduction of the Note Conversion Price from $0.04 to
$0.01 per share;
WHEREAS , the Holders are agreeing to waive all Note
Conversion Price adjustments that occurred or should have occurred
as a result of the issuance of the Penny Notes in consideration of
Sionix agreeing to extend the convertibility of each Note until
such time as the Note is or was paid in full;
NOW,
THEREFORE , in
consideration of the premises set forth above and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Holders hereby agree as
follows:
Section 1.
Waiver of Conversion Price
Adjustments . The Holders he
