THIRD WAIVER AGREEMENT

EXHIBIT 10.6.3

THIRD WAIVER AGREEMENT

This Third Waiver Agreement ("Agreement") is entered into this 6th day of March, 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.  On February 19, 2009, the Company and holders of a majority of the Registrable Securities entered into a Second 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.

E.  The Company and the undersigned Investors now wish to provide for inclusion of the shares held by certain other stockholders of the Company in the Registration Statement subject to the terms set forth herein.

F           The Investors are third party beneficiaries of a certain Lock-Up Agreement dated September 10, 2008 issued by Xxxxx X. Xxxxxxx (“Xxxxxxx”) to Global Hunter Securities, LLC (the “Lock-Up Agreement”).

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 inclusion in the Registration Statement of the shares of common stock of the Company held by the persons listed on Schedule 1 attached hereto and incorporated by reference herein, or their subsequent transferees prior to the effective date of the Registration Statement, in the numbers set forth next to their respective names on Schedule 1, including but not limited to all rights under Section 7(c) of the Registration Agreement.   Each Investor further  consents to the inclusion in the Registration Statement by Xxxxxxx of the 637,445 shares of common stock set forth on Schedule 1 and the sale by Xxxxxxx of a maximum of 100,000 shares of common stock included in the Registration Statement stock, provided, however, that:  (i) such consent shall not otherwise waive the restrictions on transfer of Xxxxxxx’x shares set forth in the Lock-Up Agreement and (ii) the aggregate number of shares included in the Registration Statement sold by Xxxxxxx combined with any sales of shares of common stock of the Company made by Xxxxxxx pursuant to Rule 144 under the Securities Act of 1933 shall not exceed 100,000.

2.           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. at which point, as provided in the Registration Rights Agreement and the Lock-Up Agreement, this Agreement will be binding on all Investors.

[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/ Xxxxx X. Xxxxxxx
		Name:  Xxxxx X. Xxxxxxx
		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/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	President of XXXX Capital Group Inc.
			Investment Advisor to
			Renaissance U.S. Growth Investment Trust PLC
	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
	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

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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:  Xxxxxx Xxxx
		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/ Xxxxxx Xxxx
		Name:  Xxxxxx Xxxx
		Title: President

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Schedule 1

Lorikeet, Inc.			196,093
Xxxx X. Xxx			145,001
Xxxxxxx X. Xxxxxxxx			200,000
Xxxxxx Xxxxxxx			70,000
Xxxx Xxxxxxx			10,000
Xxxxx Xxxx			25,000
Beilei Dong			150,000
Jan C. G. Rejbo			3,435,117
Xxx Xxxx			849,926
Xxxxx X. Xxxxxxx			637,445
Xxxxx H. W. F. Xxxxxx			241,602
Xxxxxx Lenkat			6,000
Xxxxxxx  Xxxxxxxx			2,000
Hikka Xxxxx			5,000
Xxxxx Xxxxxxxx			4,000
Xxxxxx Xxxxxxxxxx			5,000
Xxxxx Xxxxxx			2,000
Xxxxxx X. Xxxxxxxxx			227,623
Xxxxxxx X. Xxxxxxx			106,241
Xxxx Xxxxxx			91,100
Xxxxxx X. Xxxxxx			53,121
Xxxxxx Xxxxxxxx			13,280
Xxxx Xxx Li			1,041,160
Sau Xxxx Xxxxx			451,524
Hui Xxxx Xx			106,241
Xx Xxxxx			31,873
Hai Xxxx Xxxx			21,249
Guo Qin Shi			21,248