SECOND WAIVER AND GENERAL RELEASE AGREEMENT
EXHIBIT
10.6.2
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]
- 2
-
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the above
date.
|
|
By:
|
/s/ Xxxxx X. Xxxxxxx | ||
| Name: |
Xxxxx X.
Xxxxxxx
|
|||
| Title: |
Chief Executive
Officer
|
|||
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES OF INVESTORS TO FOLLOW]
- 3
-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date.
| Renaissance U.S. Growth Investment Trust PLC | ||||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxx | ||
|
Name:
|
Xxxxxxx Xxxxxxxxx | |||
|
Title:
|
President of XXXX
Capital Group Inc.
|
|||
|
|
Investment
Advisor to
Renaissance
U.S. Growth Investment
Trust
PLC
|
|||
- 4
-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date.
| Global Special Opportunities Trust PLC | ||||
|
By:
|
/s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
|
Title:
|
President
of XXXX Capital Group Inc.
|
|||
|
Investment
Advisor to
Global
Special Opportunities Trust
PLC
|
||||
- 5
-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date.
| Premier XXXX Entrepreneurial Fund Limited | ||||
|
By:
|
/s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
|
|
Title:
|
President of XXXX Capital Group
Inc
|
||
|
Investment
Advisor to
Premier
XXXX Entrepreneurial Fund
Limited
|
||||
- 6
-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date.
| NAME OF INVESTING ENTITY | ||||
| The USX China Fund | ||||
|
By:
|
/s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | President | |||
- 7
-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date.
| NAME OF INVESTING ENTITY | ||||
| Xxxxxx Xxxx | ||||
|
By:
|
/s/ Xxxxxx Xxxx | |||
| Name: | ||||
| Title: | ||||
- 8
-
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the above
date.
| NAME OF INVESTING ENTITY | ||||
| Ultima Partners, L.P. | ||||
|
By:
|
/s/ Xxxxxx Xxxx | |||
| Name: | ||||
| Title: | President | |||
-9-
