ex10_63.htm


     EXHIBIT
10.6.3 

     THIRD
WAIVER AGREEMENT 

     

     This
Third Waiver Agreement ("Agreement") is entered into this 6th day of March,
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.  On
February 19, 2009, the Company and holders of a majority of the Registrable
Securities entered into a Second 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. 

     

     E.  The
Company and the undersigned Investors now wish to provide for inclusion of the
shares held by certain other stockholders of the Company in the Registration
Statement subject to the terms set forth herein. 

     

     F           The
Investors are third party beneficiaries of a certain Lock-Up Agreement dated
September 10, 2008 issued by Henry T. Cochran (“Cochran”) to Global Hunter
Securities, LLC (the “Lock-Up Agreement”). 

     

     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 inclusion in the Registration Statement of the
shares of common stock of the Company held by the persons listed on Schedule 1 attached
hereto and incorporated by reference herein, or their subsequent transferees
prior to the effective date of the Registration Statement, in the numbers set
forth next to their respective names on Schedule 1, including
but not limited to all rights under Section 7(c) of the Registration
Agreement.   Each Investor further  consents to the
inclusion in the Registration Statement by Cochran of the 637,445 shares of
common stock set forth on Schedule 1 and the sale by Cochran of a maximum of
100,000 shares of common stock included in the Registration Statement stock,
provided, however, that:  (i) such consent shall not otherwise waive
the restrictions on transfer of Cochran’s shares set forth in the Lock-Up
Agreement and (ii) the aggregate number of shares included in the Registration
Statement sold by Cochran combined with any sales of shares of common stock of
the Company made by Cochran pursuant to Rule 144 under the Securities Act of
1933 shall not exceed 100,000. 

     

     2.           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. at which point, as provided in the Registration
Rights Agreement and the Lock-Up Agreement, this Agreement will be binding on
all Investors. 

     

     

     [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK 

     SIGNATURE
PAGES OF COMPANY AND INVESTORS TO FOLLOW] 

     

     

     

    


    
      
        
        

      

      
         - 2
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     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
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     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 

                                                                                                                                                    	   
	   	   	   	   	   


                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
         - 4
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     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: 	   
	   	   	   	   


          

        

      

    

     

    


     

     

     

     

     

    
      
        
        

      

      
         - 5
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     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 	   
	   	   	   	   


          

        

      

    

     

    


     

     

     

     

    
   

    
      
        
        

      

      
         - 6
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    Schedule
1

    


    
      
        
          
            	
                     Lorikeet,
      Inc. 

                  	   	   	 196,093 	   
	
                     John
      C. Leo 

                  	   	   	 145,001 	   
	
                     Jeffrey
      A. Grossman  

                  	   	   	 200,000 	   
	
                     Daniel
      Carlson  

                  	   	   	 70,000 	   
	
                     John
      Tammaro 

                  	   	   	 10,000 	   
	
                     Grace
      King 

                  	   	   	 25,000 	   
	
                     Beilei
      Dong  

                  	   	   	 150,000 	   
	
                     Jan
      C. G. Rejbo 

                  	   	   	 3,435,117 	   
	
                     Zan
      Wang 

                  	   	   	 849,926 	   
	
                     Henry
      T. Cochran 

                  	   	   	 637,445 	   
	
                     Peter
      H. W. F. Schech 

                  	   	   	 241,602 	   
	
                     Helmut
      Lenkat 

                  	   	   	 6,000 	   
	
                     Michael
       Niemeyer 

                  	   	   	 2,000 	   
	
                     Hikka
      Wildt 

                  	   	   	 5,000 	   
	
                     Gerda
      Fritsche 

                  	   	   	 4,000 	   
	
                     Bianca
      Jaschinski 

                  	   	   	 5,000 	   
	
                     Bernd
      Schech 

                  	   	   	 2,000 	   
	
                     Ronald
      J. Hollmeier 

                  	   	   	 227,623 	   
	
                     Manfred
      J. Pfeifer 

                  	   	   	 106,241 	   
	
                     Lynn
      Hoopes 

                  	   	   	 91,100 	   
	
                     Donald
      G. Thomas 

                  	   	   	 53,121 	   
	
                     Ronald
      Cochrane 

                  	   	   	 13,280 	   
	
                     Xian
      Qiu Li 

                  	   	   	 1,041,160 	   
	
                     Sau
      Chun Kwong 

                  	   	   	 451,524 	   
	
                     Hui
      Ming Wu 

                  	   	   	 106,241 	   
	
                     Yi
      Zhang 

                  	   	   	 31,873 	   
	
                     Hai
      Feng Tang 

                  	   	   	 21,249 	   
	
                     Guo
      Qin Shi 

                  	   	   	 21,248