ex10_4.htm


    
      	
              
                
                  Exhibit
      10.4

                

                
                  **TO
      BE REVIEWED UNDER CHINESE
LAW**

                

              

            


    

    SINOHUB,
INC.

    
      NOTICE
OF GRANT OF STOCK OPTION

      (For
Participants Resident in The Peoples Republic of China)

      


      The
Participant has been granted an option (the “Option”) to purchase certain shares
of Stock of SinoHub, Inc. pursuant to the SinoHub, Inc. 2008 Stock Plan, as
amended and restated (the “Plan”), as follows:

      


      
        	
                Participant:

              	 
      	
                Employee
      ID:                                              

              
	 	 	 
	
                Date
      of Grant:

              	 
      	 
      
	 	 	 
	
                Number
      of Option Shares:

              	 
      	 
      
	 	 	 
	
                Exercise
      Price Per Share:

              	
                $                                              

              	 
      
	 	 	 
	
                Vesting
      Commencement Date:

              	 
      	 
      
	 	 	 
	
                Option
      Expiration Date:

              	
                The
      tenth anniversary of the Date of Grant.

              
	 	 
	
                [Tax
      Status of Option:

              	
                Nonstatutory
      Stock Option]

              
	 	 
	
                Vested
      Shares:

                 

              	
                Except
      as provided in the Stock Option Agreement and provided the Participant’s
      Service has not terminated prior to the applicable date, the number of
      Vested Shares (disregarding any resulting fractional share) as of any date
      is determined by multiplying the Number of Option Shares by the “Vested
      Percentage”
      determined as of such date as follows:

              
	 
      	 
      	
                Vested
      

                Percentage

              
	 
      	
                Prior
      to first anniversary of Vesting Commencement Date

              	
                0

                 

              
	 
      	
                On
      first anniversary of Vesting Commencement Date (the “Initial
      Vesting Date”)

                 

              	
                25%

              
	 
      	
                Plus

                 

              	 
      
	 
      	
                For
      each additional full 3-month period of Participant’s Service from Initial
      Vesting Date until the Vested Percentage equals 100%, an
      additional

                 

              	
                6.25%

              
	
                Local
      Law:

              	
                The
      laws, rules and regulations of The Peoples Republic of China, of which the
      Participant is a resident.

              


      

      


      By their
signatures below, the Company and the Participant agree that the Option is
governed by this Grant Notice and by the provisions of the Plan and the Stock
Option Agreement, both of which are attached to and made a part of this
document. The Participant acknowledges receipt of copies of the Plan and the
Stock Option Agreement, represents that the Participant has read and is familiar
with their provisions, and hereby accepts the Option subject to all of their
terms and conditions.

      
      

       

      
        	SINOHUB, INC.	 	PARTICIPANT
	 	 	 
	By: 	 	 	Signature:	 
	 	 	 	 
	Its:	 	 	Date: 	 
	 	 	 
	Address: 	 	 	Address: 	 
	
                 

                 

              	 	 
	
                 

                 

              	 	 


      

       

      ATTACHMENTS:

      2008
Stock Plan, as amended to the Date of Grant; Stock Option Agreement and Exercise
Notice

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                  
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        THE SECURITIES WHICH ARE THE SUBJECT
OF THIS AGREEMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S.
SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS
(OTHER THAN DISTRIBUTORS) (AS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S.
SECURITIES ACT OF 1933). THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF. NO SUCH DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, A DISPOSITION IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S, RULE 144, PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE U.S.
SECURITIES ACT OF 1933 OR ANY STATE AND APPLICABLE FOREIGN SECURITIES
LAWS.

      

      HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
ACT OF 1933.

      THE OPTION ACQUIRED PURSUANT TO THIS
AGREEMENT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

      


      SINOHUB,
INC.

      STOCK
OPTION AGREEMENT

      


      (For Participants Resident in The
Peoples Republic of China)

      


      SinoHub,
Inc. has granted to the Participant named in the Notice of Grant of Stock Option
(the “Grant
Notice”) to
which this Stock Option Agreement (the “Option
Agreement”) is
attached an option (the “Option”) to purchase certain shares
of Stock upon the terms and conditions set forth in the Grant Notice and this
Option Agreement. The Option has been granted pursuant to and shall in all
respects be subject to the terms and conditions of the SinoHub, Inc. 2008 Stock
Plan, as amended and restated (the “Plan”), the provisions of which
are incorporated herein by reference. By signing the Grant Notice, the
Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Option
Agreement and the Plan, (b) accepts the Option subject to all of the terms
and conditions of the Grant Notice, this Option Agreement and the Plan and
(c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant
Notice, this Option Agreement or the Plan.

       

      1.        
    Definitions
and Construction.

       

      1.1           Definitions. Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Grant Notice or the Plan.

       

      1.2           Construction. Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Option Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. Use of the term “or” is not intended to
be exclusive, unless the context clearly requires otherwise.

       

      2.         
   Certain
Conditions of the Option.

       

      2.1           Compliance with Local Law. The
Participant agrees that the Participant will not acquire shares pursuant to the
Option or transfer, assign, sell or otherwise deal with such shares except in
compliance with the laws and regulations of the People’s Republic of China
(“Local Law”).

       

      2.2           Employment Conditions. In
accepting the Option, the Participant acknowledges that:

       

      (a)            Any
notice period mandated under Local Law shall not be treated as Service for the
purpose of determining the vesting of the Option; and the Participant’s right to
exercise the Option after termination of Service, if any, will be measured by
the date of termination of the Participant’s active Service and will not be
extended by any notice period mandated under Local Law. Subject to the foregoing
and the provisions of the Plan, the Company, in its sole discretion, shall
determine whether the Participant’s Service has terminated and the effective
date of such termination.

       

      (b)            The
Plan is established voluntarily by the Company. It is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time, unless otherwise provided in the Plan and this Option
Agreement.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      (c)            The
grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of Options, or benefits in
lieu of Options, even if Options have been granted repeatedly in the
past.

       

      (d)            All
decisions with respect to future Option grants, if any, will be at the sole
discretion of the Company.

       

      (e)            The
Participant’s participation in the Plan shall not create a right to further
Service with any Participating Company and shall not interfere with the ability
of any Participating Company to terminate the Participant’s Service at any time,
with or without cause.

       

      (f)            The
Participant is voluntarily participating in the Plan.

       

      (g)            [The
Option is an extraordinary item that does not constitute compensation of any
kind for Service of any kind rendered to any Participating Company, and which is
outside the scope of the Participant’s employment contract, if
any.]

       

      (h)            [The
Option is not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.]

       

      (i)            In
the event that the Participant is not an employee of the Company, the Option
grant will not be interpreted to form an employment contract or relationship
with the Company; and furthermore the Option grant will not be interpreted to
form an employment contract with any other Participating Company.

       

      (j)            The
future value of the underlying shares is unknown and cannot be predicted with
certainty. If the underlying shares do not increase in value, the Option will
have no value. If the Participant exercises the Option and obtains shares, the
value of those shares acquired upon exercise may increase or decrease in value,
even below the Exercise Price.

       

      (k)            No
claim or entitlement to compensation or damages arises from termination of the
Option or diminution in value of the Option or shares purchased through exercise
of the Option resulting from termination of the Participant’s Service (for any
reason whether or not in breach of Local Law) and the Participant irrevocably
releases the Company and each other Participating Company from any such claim
that may arise. If, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen then, by signing this Option
Agreement, the Participant shall be deemed irrevocably to have waived the
Participant’s entitlement to pursue such a claim.

       

      2.3           Data Privacy
Consent.

       

      (a)            The Participant hereby explicitly
and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant’s personal data as described in this document by
and among the members of the Participating Company Group for the exclusive
purpose of implementing, administering and managing the Participant’s
participation in the Plan.

       

      (b)            The Participant understands that the
Participating Company Group holds certain personal information about the
Participant, including, but not limited to, the Participant’s name, home address
and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares or
directorships held in the Company, details of all Options or any other
entitlement to shares awarded, canceled, exercised, vested, unvested or
outstanding in the Participant’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”). The Participant understands that
Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in the Participant’s country or elsewhere, and that the recipient’s country may
have different data privacy laws and protections than the Participant’s country. The
Participant understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting the
Participant’s local human resources representative. The Participant authorizes
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Participant’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with
whom the Participant may elect to deposit any shares acquired upon exercise of
the Option. The Participant understands that Data will be held only as long as
is necessary to implement, administer and manage the Participant’s participation
in the Plan. The Participant understands that he or she may, at any time, view
Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Participant’s
local human resources representative. The Participant understands, however, that
refusing or withdrawing the Participant’s consent may affect the Participant’s
ability to participate in the Plan. For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact the Participant’s local human resources
representative.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      3.    
        Administration.

       

      All questions of interpretation
concerning this Option Agreement shall be determined by the Committee. All
determinations by the Committee shall be final and binding upon all persons
having an interest in the Option as provided by the Plan. Any Officer shall have
the authority to act on behalf of the Company with respect to any matter, right,
obligation, or election which is the responsibility of or which is allocated to
the Company herein, provided the Officer has apparent authority with respect to
such matter, right, obligation, or election.

       

      4.     
       Exercise
of the Option.

       

      4.1           Right to Exercise. Except
as otherwise provided herein, the Option shall be exercisable on and after the
Initial Vesting Date and prior to the termination of the Option (as provided in
Section 6) in an amount not to exceed the number of Vested Shares less the
number of shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the Number of Option
Shares, as adjusted pursuant to Section 9.

       

      4.2           Method of Exercise. Exercise
of the Option shall be by means of electronic or written notice (the “Exercise
Notice”) in a
form authorized by the Company. An electronic Exercise Notice must be digitally
signed or authenticated by the Participant in such manner as required by the
notice and transmitted to the Company or an authorized representative of the
Company (including a third-party administrator designated by the Company). In
the event that the Participant is not authorized or is unable to provide an
electronic Exercise Notice, the Option shall be exercised by a written Exercise
Notice addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested,
by confirmed facsimile transmission, or by such other means as the Company may
permit, to the Company, or an authorized representative of the Company
(including a third-party administrator designated by the Company). Each Exercise
Notice, whether electronic or written, must state the Participant’s election to
exercise the Option, the number of whole shares of Stock for which the Option is
being exercised and such other representations and agreements as to the
Participant’s investment intent with respect to such shares as may be required
pursuant to the provisions of this Option Agreement. Further, each Exercise
Notice must be received by the Company prior to the termination of the Option as
set forth in Section 6 and must be accompanied by full payment of the
aggregate Exercise Price for the number of shares of Stock being purchased. The
Option shall be deemed to be exercised upon receipt by the Company of such
electronic or written Exercise Notice and the aggregate Exercise
Price.  [Insert language regarding use of specialized agents and
accounts to comply with Local Law.]

       

      4.3           Payment of Exercise
Price.

       

      (a)            Forms of
Consideration Authorized. Payment of the aggregate
Exercise Price for the number of shares of Stock for which the Option is being
exercised shall be made (i) provided that at the time of exercise, the
offer and sale of shares of Stock pursuant to the Plan is registered on a then
effective registration statement on Form S-8 under the Securities Act, solely by
means of a Cashless Exercise, as defined below, or (ii) at any other time,
by means determined by the Committee.

       

      (b)            Cashless
Exercise.  A “Cashless
Exercise” means
the delivery of a properly executed notice together with irrevocable
instructions to a broker in a form acceptable to the Company providing for the
assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the shares of Stock acquired upon the exercise of the Option pursuant
to a program or procedure approved by the Company and with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of
the Federal Reserve System.

       

      4.4           Tax Withholding. Regardless of
any action taken by the Company or any other Participating Company with respect
to any or all income tax, social insurance, payroll tax, payment on account or
other tax-related withholding (the “Tax
Obligations”),
the Participant acknowledges that the ultimate liability for all Tax Obligations
legally due by the Participant is and remains the Participant’s responsibility
and that the Company (a) makes no representations or undertakings regarding
the treatment of any Tax Obligations in connection with any aspect of the
Option, including the grant, vesting or exercise of the Option, the subsequent
sale of shares acquired pursuant to such exercise, or the receipt of any
dividends and (b) does not commit to structure the terms of the grant or
any other aspect of the Option to reduce or eliminate the Participant’s
liability for Tax Obligations. At the time of exercise of the Option, the
Participant shall pay or make adequate arrangements satisfactory to the Company
to satisfy all withholding obligations of the Company and any other
Participating Company. In this regard, at the time the Option is exercised, in
whole or in part, or at any time thereafter as requested by the Company or any
other Participating Company, the Participant hereby authorizes withholding of
all applicable Tax Obligations from payroll and any other amounts payable to the
Participant, and otherwise agrees to make adequate provision for withholding of
all applicable Tax Obligations, if any, by each Participating Company which
arise in connection with the Option. Alternatively, or in addition, if
permissible under applicable law, including Local Law, the Company or any other
Participating Company may (i) sell or arrange for the sale of shares
acquired by the Participant to satisfy the Tax Obligations, and/or
(ii) withhold in shares, provided that only the amount of shares necessary
to satisfy the minimum withholding amount required by applicable law, including
Local Law, is withheld. Finally, the Participant shall pay to the Company or any
other Participating Company any amount of the Tax Obligations that any such
company may be required to withhold as a result of the Participant’s
participation in the Plan that cannot be satisfied by the means previously
described. The Company shall have no obligation to process the exercise of the
Option or to deliver shares until the Tax Obligations as described in this
Section have been satisfied by the Participant.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      4.5           Beneficial Ownership of Shares;
Certificate Registration. The
Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with any broker with which the Participant
has an account relationship of which the Company has notice any or all shares
acquired by the Participant pursuant to the exercise of the Option. Except as
provided by the preceding sentence, a certificate for the shares as to which the
Option is exercised shall be registered in the name of the Participant, or, if
applicable, in the names of the heirs of the Participant.

       

      4.6           Restrictions on Grant of the Option
and Issuance of Shares. The
grant of the Option and the issuance of shares of Stock upon exercise of the
Option shall be subject to compliance with all applicable requirements of United
States federal or state or Local Law with respect to such securities. The Option
may not be exercised if the issuance of shares of Stock upon exercise would
constitute a violation of any applicable federal, state or foreign securities
laws, including Local Law, or other law or regulations or the requirements of
any stock exchange or market system upon which the Stock may then be listed. In
addition, the Option may not be exercised unless (i) a registration
statement under the Securities Act shall at the time of exercise of the Option
be in effect with respect to the shares issuable upon exercise of the Option or
(ii) in the opinion of legal counsel to the Company, the shares issuable
upon exercise of the Option may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities Act.
THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE
FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE
TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary to
the lawful issuance and sale of any shares subject to the Option shall relieve
the Company of any liability in respect of the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained. As a
condition to the exercise of the Option, the Company may require the Participant
to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the
Company.

       

      4.7           Fractional Shares. The
Company shall not be required to issue fractional shares upon the exercise of
the Option.

       

      5.     
       Nontransferability
of the Option.

       

      During the lifetime of the Participant,
the Option shall be exercisable only by the Participant or the Participant’s
guardian or legal representative. The Option shall not be subject in any manner
to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution.
Following the death of the Participant, the Option, to the extent provided in
Section 7, may be exercised by the Participant’s legal representative or by
any person empowered to do so under the deceased Participant’s will or under the
then applicable laws of descent and distribution.

       

      6.     
       Termination
of the Option.

       

      The Option shall terminate and may no
longer be exercised after the first to occur of (a) the close of business
on the Option Expiration Date, (b) the close of business on the last date
for exercising the Option following termination of the Participant’s Service as
described in Section 7, or (c) a Change in Control to the extent
provided in Section 8.

       

      7.       
     Effect
of Termination of Service.

       

      7.1           Option Exercisability. The
Option shall terminate immediately upon the Participant’s termination of Service
to the extent that it is then unvested and shall be exercisable after the
Participant’s termination of Service to the extent it is then vested only during
the applicable time period as determined below and thereafter shall
terminate.

       

      (a)            Disability. If the Participant’s Service
terminates because of the Disability of the Participant, the Option, to the
extent unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative) at any time prior to the
expiration of six (6) months after the date on which the Participant’s Service
terminated, but in any event no later than the Option Expiration
Date.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      (b)            Death. If the Participant’s Service
terminates because of the death of the Participant, the Option, to the extent
unexercised and exercisable for Vested Shares on the date on which the
Participant’s Service terminated, may be exercised by the Participant’s legal
representative or other person who acquired the right to exercise the Option by
reason of the Participant’s death at any time prior to the expiration of six
(6) months after the date on which the Participant’s Service terminated,
but in any event no later than the Option Expiration Date.

       

      (c)            Termination for
Cause. If the
Participant’s Service is terminated for Cause or if, following the Participant’s
termination of Service and during any period in which the Option otherwise would
remain exercisable, the Participant engages in any act that would constitute
Cause, the Option shall terminate in its entirety and cease to be exercisable
immediately upon such termination of Service or act.

       

      (d)            Other Termination
of Service.  If the
Participant’s Service terminates for any reason, except Disability, death or
Cause, the Option, to the extent unexercised and exercisable for Vested Shares
by the Participant on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of six
(6) months after the date on which the Participant’s Service terminated, but in
any event no later than the Option Expiration Date.

       

      7.2           Extension if Exercise Prevented by
Law or Insider Trading Policy.
Notwithstanding the foregoing, other than termination of Service for
Cause, if the exercise of the Option within the applicable time periods set
forth in Section 7.1 is prevented by the provisions of Section 4.6 or
a sale of shares pursuant to a Cashless Exercise of the Option would violate the
provisions of the Insider Trading Policy, the Option shall remain exercisable
until thirty (30) days after the date such exercise or sale, as the case
may be, would no longer be prevented by such provisions, but in any event no
later than the Option Expiration Date.

       

      7.3           Forfeiture
Events.  Notwithstanding anything in this Agreement to the
contrary, the Participant’s rights, payments, and benefits with respect to this
Award shall be subject to the forfeiture provisions of Section 18.2 of the
Plan.

       

      8.     
       Effect
of Change in Control.

       

      In the event of a Change in Control,
any portion of the Option that is then unvested shall become immediately vested
and exercisable in full.  Except to the extent that the Committee
determines to cash out the Option in accordance with Section 10.1(c) of the
Plan, the surviving, continuing, successor, or purchasing entity or parent
thereof, as the case may be (the “Acquiror”),
may, without the consent of the Participant, assume or continue in full force
and effect the Company’s rights and obligations under all or any portion of the
Option or substitute for all or any portion of the Option a substantially
equivalent option for the Acquiror’s stock. For purposes of this Section, the
Option or any portion thereof shall be deemed assumed if, following the Change
in Control, the Option confers the right to receive, subject to the terms and
conditions of the Plan and this Option Agreement, for each share of Stock
subject to such portion of the Option immediately prior to the Change in
Control, the consideration (whether stock, cash, other securities or property or
a combination thereof) to which a holder of a share of Stock on the effective
date of the Change in Control was entitled; provided, however, that if such
consideration is not solely common stock of the Acquiror, the Committee may,
with the consent of the Acquiror, provide for the consideration to be received
upon the exercise of the Option, for each share of Stock subject to the Option,
to consist solely of common stock of the Acquiror equal in Fair Market Value to
the per share consideration received by holders of Stock pursuant to the Change
in Control. The Option shall terminate and cease to be outstanding effective as
of the time of consummation of the Change in Control to the extent that the
Option is neither assumed or continued by the Acquiror in connection with the
Change in Control nor exercised as of the date of the Change in
Control.

       

      9.      
      Adjustments
for Changes in Capital Structure.

       

      Subject to any required action by the
stockholders of the Company, in the event of any change in the Stock effected
without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than
Stock (excepting normal cash dividends) that has a material effect on the Fair
Market Value of shares of Stock, appropriate and proportionate adjustments shall
be made in the number, Exercise Price and kind of shares subject to the Option,
in order to prevent dilution or enlargement of the Participant’s rights under
the Option. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as “effected without receipt of
consideration by the Company.” Any fractional share resulting from an adjustment
pursuant to this Section shall be rounded down to the nearest whole number, and
the Exercise Price shall be rounded up to the nearest whole cent. In no event
may the Exercise Price be decreased to an amount less than the par value, if
any, of the stock subject to the Option. The Committee in its sole discretion,
may also make such adjustments in the terms of the Option to reflect, or related
to, such changes in the capital structure of the Company or distributions as it
deems appropriate. All adjustments pursuant to this Section shall be determined
by the Committee, and its determination shall be final, binding and
conclusive.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      10.           Rights
as a Stockholder, Director, Employee or Consultant.

       

      The Participant shall have no rights as
a stockholder with respect to any shares covered by the Option until the date of
the issuance of the shares for which the Option has been exercised (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date the
shares are issued, except as provided in Section 9. If the Participant is
an Employee, the Participant understands and acknowledges that, except as
otherwise provided in a separate, written employment agreement between a
Participating Company and the Participant, the Participant’s employment is “at
will” and is for no specified term. Nothing in this Option Agreement shall
confer upon the Participant any right to continue in the Service of a
Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Participant’s Service as a
Director, an Employee or Consultant, as the case may be, at any
time.

       

      11.           Representations
and Warranties.

       

      In connection with the receipt of the
Option and any acquisition of shares upon the exercise thereof (collectively,
the “Securities”), the Participant hereby
agrees, represents and warrants as follows:  

       

      11.1           Investment Intent. The
Participant is acquiring the Securities solely for the Participant’s own account
for investment and not with a view to or for sale in connection with any
distribution of the Securities or any portion thereof and not with any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Securities or any portion thereof in any transaction other than a
transaction exempt from registration under the Securities Act. The Participant
further represents that the entire legal and beneficial interest of the
Securities is being acquired, and will be held, for the account and benefit of
the Participant only and neither in whole nor in part for any other
person.

       

      11.2           Absence of Solicitation. The
Participant was not presented with or solicited by any form of general
solicitation or general advertising, including, but not limited to, any
advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media, or broadcast over television, radio or
similar communications media, or presented at any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.

       

      11.3           Residence / Not a U.S. Person.
The Participant’s principal residence is located at the address indicated
beneath the Participant’s signature on the Grant Notice. The Participant is not
a U.S. person (as defined in Regulation S promulgated under the Securities
Act), and the Option will not be exercised on behalf of, for the benefit of, or
for the account of a U.S. person.

       

      11.4           No Exercise within the United States.
The Option may not be exercised within the United States, and the
Securities may not be delivered within the United States upon exercise, unless
registered under the Securities Act or an exemption from such registration is
available.

       

      11.5           Information Concerning the Company.
The Participant is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities. The Participant
further represents and warrants that the Participant has discussed the Company
and its plans, operations and financial condition with its Officers, has
received all such information as the Participant deems necessary and appropriate
to enable the Participant to evaluate the financial risk inherent in acquiring
the Securities and has received satisfactory and complete information concerning
the business and financial condition of the Company in response to all inquiries
in respect thereof.

       

      11.6           Economic Risk. The Participant
realizes that his acquisition of the Securities will be a highly speculative
investment and that the Participant is able, without impairing his or her
financial condition, to hold the Securities for an indefinite period of time and
to suffer a complete loss on the Participant’s investment.

       

      11.7           Capacity to Protect Interests.
The Participant has (i) a preexisting personal or business
relationship with the Company or any of its Officers, directors, or controlling
persons, consisting of personal or business contacts of a nature and duration to
enable the Participant to be aware of the character, business acumen and general
business and financial circumstances of the person with whom such relationship
exists, or (ii) such knowledge and experience in financial and business
matters as to make the Participant capable of evaluating the merits and risks of
an investment in the Securities and to protect the Participant’s own interests
in the transaction, or (iii) both such relationship and such knowledge and
experience.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      11.8           Restricted Securities. The
Participant understands and acknowledges that:

       

      (a)            The
issuance of the Securities to the Participant has not been registered under the
Securities Act, and the Securities must be held indefinitely unless a transfer
of the Securities is subsequently registered under the Securities Act, the
transfer or sale of the securities is in accordance with Regulation S
promulgated under the Securities Act or Rule 144 promulgated under the
Securities Act or another exemption from such registration is
available.

       

      (b)            The
Company is under no obligation to register the Securities.

       

      (c)            The
Participant hereby agrees not to engage in hedging transactions with regard to
the Securities unless in compliance with the Securities Act.

       

      (d)           The
Company will make a notation in its records of the aforementioned restrictions
on transfer and legends.

       

      11.9           Disposition Under Rule 144.
The Participant understands that any shares acquired upon exercise of the
Option will be restricted securities within the meaning of Rule 144
promulgated under the Securities Act; that the exemption from registration under
Rule 144 will not be available in any event for at least one year from the
date of acquisition of the shares, and even then will not be available unless
(a) a public trading market then exists for the Common Stock of the
Company, (b) adequate information concerning the Company is then available
to the public, and (c) other terms and conditions of Rule 144 are complied
with; and that any sale of the shares may be made only in limited amounts in
accordance with such terms and conditions. There can be no assurance that the
requirements of Rule 144 will be met, or that the shares will ever be
salable.

       

      11.10           Further Limitations on Disposition.
Without in any way limiting the Participant’s representations and
warranties set forth above, the Participant further agrees that the Participant
will in no event make any disposition of all or any portion of any shares which
the Participant acquires upon exercise of the Option unless:

       

      (a)            There
is then in effect a Registration Statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with said
Registration Statement; or

       

      (b)            The
Participant will have notified the Company of the proposed disposition and
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, and either: 

       

      (i)            The
Participant will have furnished the Company with an opinion of the Participant’s
own counsel to the effect that such disposition will not require registration of
such shares under the Securities Act or any state and applicable foreign
securities laws, and such opinion of the Participant’s counsel will have been
concurred in by counsel for the Company and the Company will have advised the
Participant of such concurrence; or

       

      (ii)            The
disposition is made in compliance with Rule 144 or Regulation S after
the Participant has furnished the Company such detailed statement and after the
Company has had a reasonable opportunity to discuss the matter with the
Participant.

       

      12.           Legends.

       

      12.1           The
Company may at any time place legends referencing any applicable federal, state
or foreign securities law, including Local Law, restrictions on all certificates
representing shares of stock subject to the provisions of this Option Agreement.
The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to the
Option in the possession of the Participant in order to carry out the provisions
of this Section.

       

      “THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, TRANSFERRED, ASSIGNED,
HYPOTHECATED OR SOLD IN THE U.S. OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS)
(AS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933),
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH REGULATION S OR RULE 144, OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY,
STATING THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT OR ANY STATE AND APPLICABLE FOREIGN SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT OF 1933.”

       

      12.2           The
Participant is hereby on notice that the Company may refuse to register on the
books of the Company (or on the records of a duly authorized transfer agent of
the Company) any transfer, sale, assignment or hypothecation of the Securities
not made in accordance with (i) registration under the Securities Act
(ii) pursuant to Regulation S under the Securities Act,
(iii) Rule 144 under the Securities Act or (iv) another available
exemption from registration under the Securities Act.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      13.           Miscellaneous
Provisions.

       

      13.1           Termination or Amendment. The
Committee may terminate or amend the Plan or the Option at any time; provided,
however, that except as provided in Section 8 in connection with a Change
in Control, no such termination or amendment may adversely affect the Option or
any unexercised portion hereof without the consent of the Participant unless
such termination or amendment is necessary to comply with any applicable law or
government regulation. No amendment or addition to this Option Agreement shall
be effective unless in writing.

       

      13.2           Further Instruments. The
parties hereto agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Option Agreement.

       

      13.3           Binding Effect. Subject to the
restrictions on transfer set forth herein, this Option Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.

       

      13.4           Delivery of Documents and Notices.
Any document relating to participation in the Plan or any notice required
or permitted hereunder shall be given in writing and shall be deemed effectively
given (except to the extent that this Option Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery,
electronic delivery at the e-mail address, if any, provided for the Participant
by a Participating Company, or upon deposit in the U.S. Post Office or foreign
postal service, by registered or certified mail, or with a nationally recognized
overnight courier service, with postage and fees prepaid, addressed to the other
party at the address of such party set forth in the Grant Notice or at such
other address as such party may designate in writing from time to time to the
other party.

       

      (a)            Description of Electronic
Delivery. The Plan
documents, which may include but do not necessarily include: the Plan, the Grant
Notice, this Option Agreement, the Plan Prospectus, and any reports of the
Company provided generally to the Company’s stockholders, may be delivered to
the Participant electronically. In addition, the Participant may deliver
electronically the Grant Notice and Exercise Notice called for by
Section 4.2 to the Company or to such third party involved in administering
the Plan as the Company may designate from time to time. Such means of
electronic delivery may include but do not necessarily include the delivery of a
link to a Company intranet or the Internet site of a third party involved in
administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company.

       

      (b)            Consent to Electronic Delivery.
The Participant acknowledges that the Participant has read
Section 13.4(a) of this Option Agreement and consents to the electronic
delivery of the Plan documents and the delivery of the Grant Notice and Exercise
Notice, as described in Section 13.4(a). The Participant acknowledges that
he or she may receive from the Company a paper copy of any documents delivered
electronically at no cost to the Participant by contacting the Company by
telephone or in writing. The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant
understands that the Participant must provide the Company or any designated
third party administrator with a paper copy of any documents if the attempted
electronic delivery of such documents fails. The Participant may revoke his or
her consent to the electronic delivery of documents described in
Section 13.4(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company of such revoked consent or revised
e-mail address by telephone, postal service or electronic mail. Finally, the
Participant understands that he or she is not required to consent to electronic
delivery of documents described in Section 13.4(a).

       

      13.5           Integrated Agreement. The
Grant Notice, this Option Agreement and the Plan shall constitute the entire
understanding and agreement of the Participant and the Participating Company
Group with respect to the subject matter contained herein and supersede any
prior agreements, understandings, restrictions, representations, or warranties
among the Participant and the Participating Company Group with respect to such
subject matter. To the extent contemplated herein, the provisions of the Grant
Notice, the Option Agreement and the Plan shall survive any exercise of the
Option and shall remain in full force and effect.

       

      13.6           Applicable Law. This Option
Agreement shall be governed by the laws of [the State of Delaware]
as such laws are applied to agreements between [Delaware] residents
entered into and to be performed entirely within [the State of
Delaware]. For purposes of litigating any dispute that arises directly or
indirectly from the relationship of the parties as evidenced by this Option
Agreement, the parties hereby submit to and consent to the jurisdiction of
[the State of
Delaware] and agree that such litigation shall be conducted only in the
courts of [the County
of [County], Delaware, or the federal courts of the United States for the
District of Delaware], and no other courts, where this Option Agreement
is made and/or performed.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      13.7           Counterparts. The Grant Notice
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

       

      
         

        
          
            	
                    Participant:

                  	 
      
	 	 
	
                    Date:

                  	 
      


          

        

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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      STOCK OPTION EXERCISE
NOTICE

      (For
Participants Resident in The Peoples Republic of China)

      


      SinoHub,
Inc.

      Attention:
Stock Administration

      Ladies
and Gentlemen:

       

      1.            Option. I was granted an option (the
“Option”) to purchase shares of the
common stock (the “Shares”) of SinoHub, Inc. (the
“Company”) pursuant to the Company’s
2008 Stock Plan, as amended and restated (the “Plan”), my Notice of Grant of
Stock Option (the “Grant
Notice”) and my
Stock Option Agreement (the “Option
Agreement”) as
follows:

      


      
        	
                Date
      of Grant:

              	 
      
	 	 
	
                Number
      of Option Shares:

              	 
      
	 	 
	
                Exercise
      Price per Share:

              	
                $                                       

              
	 	 


      

      2.         
   Exercise
of Option. I
hereby elect to exercise the Option to purchase the following number of Shares,
all of which are Vested Shares in accordance with the Grant Notice and the
Option Agreement:

      


      
        	
                Total
      Shares Purchased:

              	 
      
	 	 
	
                Total
      Exercise Price (Total Shares X Price per Share)

              	
                $                                       

              


      

      


       3.            Payments. I enclose payment in full of
the total exercise price for the Shares in the following form(s), as authorized
by my Option Agreement:

      


      
        	
                Cashless
      Exercise:

              	
                Contact
      Plan Administrator

              
	 	 
	
                Other:

              	
                Contact
      Plan Administrator

              


      

      


      4.            Tax
Withholding. I
authorize payroll withholding and otherwise will make adequate provision for the
Tax Obligations, as described in the Option Agreement.  I elect to pay
the Tax Obligations, if any, as follows:

      (Contact Plan Administrator for
amount of tax due.)

      


      
        	
                [Check:]

              	
                $                                       

              
	 	 
	
                [Payroll
      Withholding:]

              	
                Contact
      Plan Administrator

              
	 	 
	
                Cashless
      Exercise:

              	
                Contact
      Plan Administrator

              
	 	 
	
                Share
      Withholding:

              	
                Contact
      Plan Administrator

              
	 	 
	
                Other:

              	
                Contact
      Plan Administrator

              


      

      


      5.            Participant
Information.

      
         

        
          	
                  My
      address is:  

                	 
	 
	 
	 
	 
	My Tax
      Identification Number is:  	 


        

         

      

      6.           Not a
U.S. Person.  I certify that I
am not a U.S. person (as defined in Regulation S promulgated under the
Securities Act of 1933, as amended) and the Option is not being exercised on
behalf of a U.S. person.

      


      7.           Binding
Effect. I agree
that the Shares are being acquired in accordance with and subject to the terms,
provisions and conditions of the Grant Notice, the Option Agreement and the
Plan, to all of which I hereby expressly assent. This Agreement shall inure to
the benefit of and be binding upon my heirs, executors, administrators,
successors and assigns.

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    
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                Very
      truly yours,

              
	 
      	 
      	 
      
	 	 	 
	 
      	 
      	
                (Signature)

              
	 
      	 
      	 
      
	
                Receipt
      of the above is hereby acknowledged.

              	 
      
	 
      	 
      	 
      
	
                SINOHUB,
      INC.

              	 
      
	 	 
	
                By:

              	 
      	 
      
	 	 	 
	
                Title:

              	 
      	 
      
	 	 	 
	
                Dated: