ex10_62.htm


     EXHIBIT
10.6.2 

     

     SECOND
WAIVER AND GENERAL RELEASE AGREEMENT 

     

     This
Second Waiver and General Release Agreement ("Agreement") is entered into this
19th day of February, 2009, by and among SinoHub, Inc., a Delaware corporation
(the "Company"), and the investors signatory hereto (each an "Investor" and
collectively, the "Investors"). 

     

     RECITALS 

     

     A.           The
Company and the Investors entered into that certain Registration Rights
Agreement (the "Registration Agreement"), dated September 10, 2008 (the “Closing
Date”), pursuant to which the Company agreed to cause a Registration Statement
(as defined therein) covering resale of the Registrable Securities (as defined
therein) to become effective within 120 days of the Closing
Date. 

     

     B.           The
Company filed the Registration Statement within the time frame set forth in the
Registration Agreement and is diligently working with the Securities and
Exchange Commission to cause the Registration Statement to be declared
effective. 

     

     C.           On
December 30, 2008, the Company and holders of a majority of the Registrable
Securities entered into a Waiver and General Release Agreement pursuant to which
such holders waived, for purposes of sections 2(a) and 7(g), the failure of the
Company to cause the Registration Statement to become effective until February
20, 2009. 

     

     D.           The
Company and the undersigned Investors now wish to further extend the Effective
Date until May 12, 2009 subject to the terms set forth herein. 

     

     NOW,
THEREFORE, the parties, in consideration of the mutual promises contained
in this Agreement, agree as follows: 

     

     AGREEMENT 

     

     1.           Waiver.  Each
Investor hereby waives all rights under the Registration Agreement that relate
in any way to the Company’s failure to file the Registration Statement and have
it declared effective in a timely manner, including but not limited to all
rights to receive cash penalties or additional shares pursuant to Section 7(g)
of the Registration Agreement and all rights under Section 2(a) of the
Registration Agreement. 

     

     2.           General
Release.  Each Investor, on behalf of such Investor and such
Investor’s predecessors, successors, assignors and assignees, past and present,
hereby fully releases and discharges the Company, its directors, officers,
agents, representatives, attorneys and employees, past and present, and its
predecessors, successors, assignors and assignees from all claims, actions and
causes of action, of any kind or nature whatsoever, in law, equity, or
otherwise, whether fixed or contingent, whether now known or unknown, whether
suspected or unsuspected, which now exist, which existed before the date of this
Agreement, or which may exist after the date of this Agreement, relating in any
way to the provisions of the Registration Agreement which are referenced in
Section 1 above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     3.           The
Company agrees to continue to work toward getting the Registration Statement
effective.  If the Registration Statement is not effective by May 12,
2009, the rights of the holders of the Registrable Securities waived in Section
1 of this Agreement will automatically be reinstated. 

     

     4.           With
respect to this Agreement, the Investors waive and relinquish, to the fullest
extent that the law permits, the provisions, rights, and benefits of California
Civil Code (S) 1542 and other statutes or common law principles of similar
effect.  Investors acknowledge that they have been advised of the
provisions of California Civil Code (S) 1542, which provides as
follows: 

     

     A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor. 

     

     5.           The
release set forth above does not release any claims for any breach of this
Agreement or any claims that do not specifically pertain to the subjects of this
Agreement. 

     

     6.           This
Agreement sets forth the entire agreement between the parties relating to the
subject matter of this Agreement.  This Agreement supersedes any and
all prior or contemporaneous agreements or understandings between the parties
relating to the subject matter of this Agreement.  The parties may
execute this Agreement in one or more counterparts, each of which constitutes an
original, and all of which constitute one and the same
Agreement.  This Agreement shall take effect when signed by Investors
who are the holders of at least a majority of the Registrable Securities under
the Registration Agreement. 

     

     

     [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK 

     SIGNATURE
PAGES OF COMPANY AND INVESTORS TO FOLLOW] 

     

    
      
        
        

      

      
         - 2
- 

        
          

        

      

      
        
        

      

       

    

     IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the above
date. 

     

    
       

    

    
      
        
          	   	
                   SINOHUB,
      INC. 

                	   
	   	   	   	   
	   	   	   	   
	
                   

                	
                   By:
      

                	 /s/ Henry
      T. Cochran 	   
	   	   	 Name:  	
                   Henry T.
      Cochran 

                	   
	   	   	 Title:   	
                   Chief Executive
      Officer 

                	   
	   	   	   	   


        

      

    

    
       

    

     

     [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK 

     SIGNATURE
PAGES OF INVESTORS TO FOLLOW] 

     

     

     

     

     

    
      
        
        

      

      
         - 3
- 

        
          

        

      

      
        
        

      

       

    

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date. 

     

     

    
      
        
          
            	   	 Renaissance
      U.S. Growth Investment Trust PLC 	   
	   	   	   	   
	
                     

                  	
                     By:
      

                  	 /s/ Russell
      Cleveland 	   
	 	 	      
                     Name: 

                  	 Russell
      Cleveland 	 
	   	   	
                    
                      
                         Title: 

                      

                    

                  	
                     President of RENN
      Capital Group Inc. 

                  	   
	   	   	
                     

                  	
                     Investment
      Advisor to 

                     Renaissance
      U.S. Growth Investment 

                    
                       Trust
      PLC 

                    

                  	   
	   	   	   	   


          

        

      

    

     

     

     

     

    
      
        
        

      

      
         - 4
- 

        
          

        

      

      
        
        

      

    

    
       

    

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date. 

     

     

    
      
        
          
            
              
                	   	 Global
      Special Opportunities Trust PLC 	   
	   	   	   	   
	 	      
                         By:
      

                      	 /s/ Russell
      Cleveland 	 
	   	   	 Name:    	 Russell
      Cleveland 	   
	   	   	
                         Title: 

                      	
                         President
      of RENN Capital Group Inc. 

                      	   
	   	   	   	
                         Investment
      Advisor to 

                        
                           Global
      Special Opportunities Trust 

                          
                             PLC 

                          

                        

                      	   


              

            

          

        

      

    

     

     

     

     

    
      
        
        

      

      
         - 5
- 

        
          

        

      

      
        
        

      

    

     

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date. 

     

    


    
      
        
          
            
              
                
                  
                    	   	 Premier
      RENN Entrepreneurial Fund Limited 	   
	   	   	   	   
	 	      
                             By:
      

                          	 /s/ Russell
      Cleveland 	 
	   	   	 Name:  	 Russell
      Cleveland 	   
	   	
                             

                          	
                             Title: 

                          	
                             President of RENN Capital Group 

                             Inc 

                          	   
	   	   	   	
                             Investment
      Advisor to 

                            
                               Premier
      RENN Entrepreneurial Fund 

                              
                                 Limited 

                              

                            

                          	   


                  

                

              

            

          

        

      

    

     

     

     

     

    
      
        
        

      

      
         - 6
- 

        
          

        

      

      
        
        

      

    

     

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date. 

     

     

    
      
        
          
            
              	   	 NAME
      OF INVESTING ENTITY 	   
	   	   	   	   
	   	 The
      USX China Fund 	   
	   	   	   	   
	 	      
                       By:
      

                    	 /s/ Stephen
      L. Parr 	 
	   	   	 Name:    	 Stephen
      L. Parr 	   
	   	   	 Title:   	 President 	   
	   	   	   	   


            

          

        

      

    

     

    
      
        
        

      

      
         - 7
- 

        
          

        

      

      
        
        

      


     

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date. 

    
       

      
        
          	   	 NAME
      OF INVESTING ENTITY 	   
	   	   	   	   
	   	 Norman
      Zada 	   
	   	   	   	   
	   	
                   By:
      

                	 /s/ Norman
      Zada 	   
	   	   	 Name:    	   	   
	   	   	 Title:   	   	   
	   	   	   	   


        

      

    

     

     

     

     

    
      
        
        

      

      
         - 8
- 

        
          

        

      

      
        
        

      

       

    

     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date. 

    
       

      
        
          
            
              
                	   	 NAME
      OF INVESTING ENTITY 	   
	   	   	   	   
	   	 Ultima
      Partners, L.P. 	   
	   	   	   	   
	 	      
                         By:
      

                      	 /s/ Norman
      Zada 	 
	   	   	 Name:    	   	   
	   	   	 Title:   	 President 	   
	   


              

            

          

        

      

    

     

     

     

     

      -9-