ex10_1.htm


    EXHIBIT
10.1

     

    
      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]

       

      
        
          
          

        

        
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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]

       

      
        
          
          

        

        
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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

                                	 
	 	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

      
        
          
          

        

        
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      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
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      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

                                  

                                	 
	 	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

         

         

         

         

      

       

      
        
          
          

        

        
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      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	 
	 	 	 	 


            

          

        

      

       

      


       

       

       

      
        
          
          

        

        
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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:	 
	 	 	Title:	 
	 	 	 	 


            

          

        

      

       

      


       

       

       

      
        
          
          

        

        
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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:	 
	 	 	
                      Title:President

                    	 
	 	 	 	 


            

          

        

      

       

       

       

       

      
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