ex10_1.htm


    Exhibit
10.1

    


    AMENDMENT

    TO

    SECURITIES
PURCHASE AGREEMENT

    


    This Amendment (the “Amendment”) to the
Agreement (as defined below) is made as of this 26th day of February, 2010, by
and among SinoHub, Inc., a Delaware corporation (the “Company”) and
the  parties listed on Schedule 1
hereto (each a “Investor” and collectively, the “Investors”). Capitalized
terms used herein, unless otherwise defined herein, shall have the meanings
ascribed to them in that certain Securities Purchase Agreement, dated February
24, 2010, by and among the Company and the Investors (the “Agreement”).

    


    WHEREAS, pursuant to the terms
of the Agreement, the Investors have agreed to purchase shares of Common Stock
of the Company (“Shares”) and warrants
to purchase Shares  (“Warrants”) for an
aggregate purchase price of $4,100,001;

    


    WHEREAS, the Company has
received indications of interest from additional prospective investors (the
“New
Investors”) to purchase additional Shares (the “Additional Shares”)
and additional Warrants (the “Additional Warrants”)
on the terms set forth in the Agreement;

    


    WHEREAS, the Company has
authorized the issuance and sale to the New Investors of Additional Shares and
Additional Warrants for an aggregate purchase price of up to
$1,399,999;

    


    WHEREAS, the Company and the
Investors desire to amend the Agreement as specified in this Amendment to permit
the sale of the Additional Shares and Additional Warrants as set forth
herein;

    


    WHEREAS, the Company and the
Investors desire to amend the Agreement as specified in this Amendment to
further provide for the rights of the respective parties
thereunder;

    


    WHEREAS, pursuant to
Section 6.4 of the Agreement, an amendment to the Agreement may be made
with the written consent of the Company and Investors holding a majority in
interest of the Shares then outstanding and held by Investors;

    


    WHEREAS, the undersigned
represent the Company and the holders of at least a majority in interest of the
Shares subscribed for by the Investors;

    


    WHEREAS, the undersigned
further represent the holders of a majority in interest of the outstanding
Registrable Securities (as such term is defined in the Registration Rights
Agreement dated as of February 24, 2010, by and among the Company and the
Investors named therein (the “Registration Rights
Agreement”)); and

    


    WHEREAS, pursuant to
Section 7(h) of the Registration Rights Agreement, an amendment to the
Registration Rights Agreement may be made with the written consent of the
Company and Investors holding a majority in interest of the Registrable
Securities subscribed for by the Investors.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    NOW, THEREFORE in
consideration of the foregoing and the promises and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and intending to be legally bound hereby the undersigned
hereby agree as follows:

    


    1.           It
is understood and agreed by the Investors that the Company may sell Additional
Shares and Additional Warrants at the Closing or at one or more additional
closings (each, an “Additional Closing”)
to the Investors.  Any Additional Closing shall be held at the offices
of Seyfarth Shaw LLP, 2 Seaport Lane, Boston, MA 02210, on such date or dates
and at such time or times as may be mutually agreed upon by the Company and the
Investors but in no event later than three (3) Business Days after the date
hereof.  At the Closing, subject to the terms and conditions of the
Agreement and in reliance upon the representations and warranties of the Company
and the Investors contained in the Agreement and this Amendment, the Company may
sell the Additional Shares and Additional Warrants to the New Investors listed
on Schedule 1
to this Amendment.  For purposes of this Amendment and the Agreement,
the term “Share” or “Shares” shall include the Additional Shares issued
hereunder and the term “Warrant” or “Warrants” shall include the Additional
Warrants issued hereunder.

     

    2.           Any
New Investor who participates in the Closing or an Additional Closing and
purchases Additional Shares and Additional Warrants shall sign a counterpart
signature page to the Agreement, and shall have and be subject to the rights and
obligations of a Investor hereunder, and Annex A to the
Agreement shall be amended accordingly so that upon the conclusion of the sales
of Additional Shares and Additional Warrants to the New Investors the attached
Annex A shall
be Annex A to
the Agreement.  Any New Investor who participates in the Closing or an
Additional Closing and purchases Additional Shares and Additional Warrants shall
further become a party to the Registration Rights Agreement and any amendment
thereto to which the Investors are a party, in each case by signing a
counterpart signature page thereto, and shall have and be subject to the rights
and obligations of an Investor thereunder.

     

    3.           Pursuant
to Section 6.4 of the Agreement, the undersigned Investors hereby waive any
pre-emptive rights pursuant to Section 4.13 of the Agreement, and any applicable
notice period thereto, with respect of the sale by the Company of the Additional
Shares and Additional Warrants.

     

    4.           Pursuant
to Section 7(h) of the Registration Rights Agreement, the undersigned Investors
(as defined therein) hereby consent to the issuance by the Company of the
Additional Shares and Additional Warrants and consent to the addition of any New
Investor as a party to the Registration Rights Agreement and to inclusion of
such New Investor as an Investor thereunder.

     

    5.           All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof.  

     

    6.           This
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.           Except
to the extent amended hereby, the terms and provisions of the Agreement shall
remain in full force and effect.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Amendment to the Securities Purchase Agreement as of the day and
year first above written.

     

     

    
      	 	SINOHUB,
      INC.
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
      Henry T. Cochran

            
	 	

              Name:
      Henry T. Cochran

              Title:
      Chief Executive Officer

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              IROQUOIS
      INVESTOR FUND LTD

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Joshua Silverman

            
	 
      	 
      	
              Name:  Joshua
      Silverman

            
	 
      	 
      	
              Title:  Authorized
      Signatory

            
	 	 	 
	 	 	 	 


    

     

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              RAMIUS
      ENTERPRISE MASTER FUND LTD

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Owen Littman

            
	 
      	 
      	
              Name:  Owen
      Littman

            
	 
      	 
      	
              Title:  Authorized
      Signatory

            
	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              RAMIUS
      NAVIGATION MASTER FUND LTD

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Owen Littman

            
	 
      	 
      	
              Name:  Owen
      Littman

            
	 
      	 
      	
              Title:  Authorized
      Signatory

            
	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              FAMOUS
      LINK GROUP LIMITED

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Yueqin Ying

            
	 
      	 
      	
              Name:  Yueqin
      Ying

            
	 
      	 
      	
              Title:  Director

            


    

    
      	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              HUDSON
      BAY FUND LP

            
	 
      	 
      
	 
      	
              By:  HUDSON
      BAY CAPITAL MANAGEMENT LP,

              Investment
    Manager

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Yoav Roth

            
	 
      	 
      	
              Name:  Yoav
      Roth

            
	 
      	 
      	
              Title:  Authorized
      Signatory

            


    

    
      	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              HUDSON
      BAY OVERSEAS FUND, LTD

            
	 
      	 
      
	 
      	
              By:  HUDSON
      BAY CAPITAL MANAGEMENT LP,

              Investment
    Manager

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Yoav Roth

            
	 
      	 
      	
              Name:  Yoav
      Roth

            
	 
      	 
      	
              Title:  Authorized
      Signatory

            


    

    
      	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              CHESTNUT
      RIDGE PARTNERS, LP

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Kenneth Holz

            
	 
      	 
      	
              Name:  Kenneth
      Holz

            
	 
      	 
      	
              Title:  C.F.O.

            


    

    
      	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              CAPE
      ONE FINANCIAL LP

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Reid Drescher

            
	 
      	 
      	
              Name:  Reid
      Drescher

            
	 
      	 
      	
              Title:  Manager
      Member

            


    

    
      	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

    
      	 
      	
              NAME
      OF INVESTOR

            
	 
      	 
      
	 
      	
              OCTAGON
      CAPITAL PARTNERS

            
	 
      	 
      
	 
      	
              By:

            	
               /s/
      Steven Hart

            
	 
      	 
      	
              Name:  Steven
      Hart

            
	 
      	 
      	
              Title:  General
      Partner

            


    

    
      	 	 	 
	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

     

     

     

    
      
        	
                Pandora Select Partners,
      L.P.

              	
                NAME
      OF INVESTOR

              
	
                By:

              	
                Pandora
      Select Advisors, LLC

              	 
      
	 
      	
                Its
      General Partner

              	 
      
	
                By:    
      

              	
                Whitebox
      Advisors, LLC

              	
                WHITEBOX ENTITIES (see
      left)

              
	 
      	
                Its
      Managing Partner

              	 
      
	 
      	 
      	
                By:   
      

              	
                /s/
      Andrew J. Redleaf

              
	
                Whitebox
      Combined Partners LP

              	 
      	
                Name:  Andrew
      J. Redleaf

              
	
                    Whitebox
      Combined Advisors LLC

              	 
      	
                Title:  C.E.O.

              
	 
      	
                Whitebox
      Advisors LLC

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Whitebox
      Intermarket Partners LP

              	 
      	 
      
	
                    Whitebox
      Intermarket Advisors LLC

              	 
      	 
      
	 
      	
                Whitebox
      Advisors LLC

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Whitebox
      Special Opportunities Fund LP, Series B

              	 
      	 
      
	
                By:

              	
                Whitebox
      Special Opportunities Advisors, LLC

              	 
      
	 
      	
                Its
      General Partner

              	 
      	 
      
	
                By:

              	
                Whitebox
      Advisors, LLC

              	 
      	 
      
	 
      	
                Its
      Managing Member

              	 
      	 
      


      

    

     

     

     

    
      
        
        

      

      
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    Schedule
1

     

     

    NEW
INVESTORS

    


    
      	
              (1)

            	
              (2)

            
	 
      	 
      
	
               Investor

            	
              Aggregate
      Investment

            
	
              Jayhawk
      Private Equity Fund II, L.P.

            	
              $399,999

            
	
              Paragon
      Capital LP

            	
              $250,002

            
	
              Matthew
      Hayden

            	
              $150,000

            


    

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Annex A

     

    SCHEDULE
OF INVESTORS

     

    
      	
              (1)

            	
              (2)

            
	 
      	 
      
	
               

              Investor

            	
              Address
      and

              Facsimile
      Number

            
	
              Cranshire
      Capital LP

            	
              3100
      Dundee #703

              Northbrook,
      IL 60062

              Attn:  Mitchell
      Kopic

              Fax:   847-562-9031

            
	
              Capital
      Ventures International

            	
              101
      California Street, Suite 3250

              San
      Francisco, CA 94111

              Attn:  Sam
      Winer

              Fax:   415-403-6526

            
	
              Iroquois
      Master Fund Ltd.

            	
              641
      Lexington Ave. 26th Floor

              New York, NY 10022

              Attn:  Josh
      Silverman

              Fax:  212-207-3452

            
	
              Ramius
      Navigation Master Fund Ltd.

            	
              c/o/
      Ramius, LLC

              599
      Lexington Ave., 20th Floor

              New
      York, NY 10022

              Attn:  Jeffrey
      Smith/Owen Littman

              Fax:   
      212-845-7990

            
	
              Ramius
      Enterprise Master Fund Ltd.

            	
              c/o/
      Ramius, LLC

              599
      Lexington Ave., 20th Floor

              New
      York, NY 10022

              Attn:  Jeffrey
      Smith/Owen Littman

              Fax:   
      212-845-7990

            
	
              Famous
      Link Group Limited

            	
              Dai
      Zhonglin

              Room 2308 Tower A, Time Court, 
ShuguangXiLi
      Jia 6

              Chaoyang
      District

              Beijing, China 100028

              Attn:  Yuequin
      Ying

              Fax:   +86
      10 5867 8963

            
	
              Hudson
      Bay Fund LP

            	
              c/o
      Hudson Bay Capital Mgmt.

              120
      Broadway, 40th Floor

              New
      York, NY 10271

              Attn:  Yoav
      Roth

              Fax:  (646)
      214-7946

            
	
              Hudson
      Bay Overseas Fund, Ltd.

            	
              c/o
      Hudson Bay Capital Mgmt.

              120
      Broadway, 40th Floor

              New
      York, NY 10271

              Attn:  Yoav
      Roth

              Fax:  (646)
      214-7946

            


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                (1)

              	
                (2)

              
	 
      	 
      
	
                 

                Investor

              	
                Address
      and

                Facsimile
      Number

              


      

      
        	
                Chestnut
      Ridge Partners, LP

              	
                10
      Forest Avenue

                Paramus, NJ 07652

                Attn:  Ken
      Holz

                Fax:  201-843-1721

              
	
                Cape
      One Financial LP

              	
                410
      Park Ave. 15th Floor

                New
      York, NY 10022

                Attn:  Reid
      Drescher

                Fax:   212-446-6179

              
	
                Octagon
      Capital Partners

              	
                c/o
      Steven Hart

                155
      West 68th St., #27E

                New
      York, NY 10023

                Fax:

              
	
                Whitebox
      Special Opportunities Fund 
Series B Partners, LP

              	
                c/o
      Whitebox Advisors, LLC

                3033
      Excelsior Blvd, Suite 300

                Minneapolis,
      MN 55416

                Attn:  Barb Reller

                Fax:  612-253-6114

              
	
                Pandora
      Select Partners, LP

              	
                c/o
      Whitebox Advisors, LLC

                3033
      Excelsior Blvd, Suite 300

                Minneapolis,
      MN 55416

                Attn:  Barb Reller

                Fax:  612-253-6114

              
	
                Whitebox
      Intermarket Partners, LP

              	
                c/o
      Whitebox Advisors, LLC

                3033
      Excelsior Blvd, Suite 300

                Minneapolis,
      MN 55416

                Attn:  Barb Reller

                Fax:  612-253-6114

              
	
                Whitebox
      Combined Partners, LP

              	
                c/o
      Whitebox Advisors, LLC

                3033
      Excelsior Blvd, Suite 300

                Minneapolis,
      MN 55416

                Attn:  Barb Reller

                Fax:  612-253-6114

              
	
                Jayhawk
      Private Equity Fund II, L.P

              	
                930
      Tahoe Boulevard 802-281

                Incline
      Village, NV 89451

                Attn:  Mike Schmitz

                Fax:  866-832-1238

              
	
                Paragon
      Capital LP

              	
                c/o
      Paragon Capital LP

                110
      East Street, 29th Fl.

                New
      York, NY 10022

                Attn:  Alan
Donenfeld

                Fax:  212-202-5022

              


         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
          	
                  (1)

                	
                  (2)

                
	 
      	 
      
	
                   

                  Investor

                	
                  Address
      and

                  Facsimile
      Number

                


        

        
          	
                  Matthew
      Hayden

                	
                  2975
      Highway A1A

                  Unit
      311

                  Melbourne
      Beach, FL 32951

                  Fax:  858-408-1801

                


        

      

    

     

     

     

     

     

    18