AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT
99.2
AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement
("Agreement") is entered into this 6th day of August, 2009, by and among
SinoHub, Inc., a Delaware corporation (the "Company"), and the
stockholders signatory hereto (each an "Stockholder" and collectively, the
"Stockholders").
RECITALS
A.
The Company and the Stockholders entered into that certain Registration
Rights Agreement dated April 13, 2008 (the "Original Registration Rights
Agreement" and, as amended by this Agreement and any subsequent amendment, the
Registration Rights Agreement), providing the stockholders named therein with
certain registration rights with respect to certain securities of the Company
owned by them.
B.
The Company now wishes to amend the Registration Rights Agreement to
provide for the inclusion of additional persons as Stockholders thereunder and
to provide for the inclusion of additional shares of the Company’s Common Stock
as Registrable Securities thereunder and the undersigned Stockholders, who hold
a majority of the Registrable Securities wish to consent to such grant 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.
The term “Stockholder” is hereby amended to mean (i) those persons
who signed the Original Registration Rights Agreement (ii) those persons who
subsequently execute counterpart signature pages to the Registration Rights
Agreement as a result of acquiring Registrable Securities in the manner
described in clause (i)(c) of the definition of Registrable Securities and (iii)
Subsequent Stockholders.
2. The
third Whereas clause of the Original Registration Rights Agreement is hereby
amended by deleting it in its entirety and replacing it with the
following:
WHEREAS,
pursuant to the provisions of a certain Agreement and Plan of Merger by and
among the Company, SinoHub Acquisition Corp., Old SinoHub and Xxxxxx X. Xxxxx,
the then-principal stockholder of the Company dated May 12, 2008 (the “Merger Agreement”), the
Preferred Stock was converted into shares of Common
Stock of the Company (the “Conversion
Shares”);
3.
Section 1 of the Original Registration Rights Agreement is hereby amended by
adding the following definitions:
“Qualified Purchase Agreement”
means a purchase agreement by and between the Company and one or more investors
providing for the purchase of shares of Common Stock from the Company by such
investors and for the inclusion of such shares as Registrable Securities under
this Agreement.
“Subsequent Shares” means (i)
shares of Common Stock acquired by a Subsequent Stockholder pursuant to a
Qualified Purchase Agreement with the Company, provided that the aggregate
number of Subsequent Shares issued pursuant to Qualified Purchase Agreements
shall not exceed 2,000,000, such number subject to equitable adjustment upon the
occurrence of an event described in clause (ii) of the definition of Registrable
Securities or (ii) shares described in clause (i) above which are acquired by a
Subsequent Stockholder from a Subsequent Stockholder pursuant to the terms of
this Agreement.
“Subsequent Stockholder” means
a person becoming party to this Agreement subsequent to April 13, 2009 by virtue
of acquiring Subsequent Shares.
4.
Section 1 of the Original Registration Rights Agreement is hereby
amended by deleting the definitions of “Registrable Securities” and “Shares” in
its entirety and replacing it with the following:
“Registrable Securities”
means: (i) the Shares held by the Stockholder (including, without limitation,
(a) Shares purchased by the Stockholder directly from Old SinoHub pursuant to
the Purchase Agreements, (b) Shares purchased by the Stockholder directly from
SinoHub pursuant to a Qualified Purchase Agreement and (c) Shares acquired by a
Stockholder by purchase, gift or other form of transfer either (I) prior to the
date of this Agreement that complied with the terms of the Purchase Agreements
or (II) subsequent to the date of this Agreement that complies with the terms
hereunder) and (ii) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event, or any price
adjustment as a result of such stock splits, reverse stock splits or similar
events with respect to the Shares. Notwithstanding the foregoing, a
security shall cease to be a Registrable Security for purposes of this Agreement
from and after such time as (x) the security is sold or otherwise transferred by
a person in a transaction in which rights under this Agreement are not assigned
in accordance with this Agreement or (y) the Holder of such security may resell
such security without volume restrictions under Rule 144, as evidence by an
opinion of counsel reasonably acceptable to the Company.
“Shares” means Conversion
Shares and Subsequent Shares.
5.
This Agreement shall take effect when signed by Stockholders
who are the holders of at least a majority of the Registrable Securities under
the Original Registration Agreement. at which point, as provided in the Original
Registration Rights Agreement, this Agreement will be binding on all
Stockholders.
6.
Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Original Registration Rights
Agreement.
7.
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.
8.
Except to the extent amended hereby, the terms and provisions of the
Agreement shall remain in full force and effect.
9.
This Agreement shall be governed by and construed under the General
Corporation Law of the State of Delaware as to all matters within the scope
thereof and as to all other matters by the internal laws of The Commonwealth of
Massachusetts as applied to agreements among Massachusetts residents entered
into and to be performed entirely within Massachusetts, without reference to
principles of conflict of laws or choice of laws.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES OF COMPANY AND INVESTORS TO FOLLOW]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the above
date.
| SINOHUB, INC. | |||
|
By:
|
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| Name: Xxxxx X. Xxxxxxx | |||
| Title: Chief Executive Officer | |||
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES OF STOCKHOLDERS TO FOLLOW]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the above
date.
|
|
/s/ Jan Rejbo | |
| Jan Rejbo |
|
|
/s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx |
