ex10_61.htm


    
       EXHIBIT
10.6.1 

    

     

     WAIVER
AND GENERAL RELEASE AGREEMENT 

     

     This
Waiver and General Release Agreement ("Agreement") is entered into this 30th day
of December, 2008, by and among SinoHub, Inc., a Delaware corporation (the
"Company"), and the investors signatory hereto (each an "Investor" and
collectively, the "Investors"). 

     

     RECITALS 

     

     1.           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 Investors’ registrable securities to
become effective within 120 days of the Closing Date. 

     

     2.           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.  However, in the spirit of compromise and to avoid any
additional expense that may be caused by claims arising out of any delay in the
effective date of the registration statement, the parties have agreed to a
30-day extension of the effective date. 

     

     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 their respective 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 February
20, 2009, the rights of the Investors 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.  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. 

     

     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] 

     

     

     

     

    
      
         

      

      
         - 2
- 

        
          

        

      

      
         

      

    

     

     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 

            


    

     

     

     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 

            


    

     

     

     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 

            


    

     

     

    
   

    
      
         

      

      
         - 3
- 

        
          

        

      

      
         

      

    

     

     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:  Norman
Zada 

     Title: 

     

     

     

     

     

     

    
   

    
      
         

      

      
         - 4
- 

        
          

        

      

      
         

      

    

     

     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:  Norman
Zada 

     Title:
President 

     

     

     

     

     

     

    
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