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 A
