EXHIBIT
“A”
NEITHER THE
OFFER NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
(THE “ACT”). THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE ACT, OR AN OPINION OF
COUNSEL, IN FORM, SUBSTANCE AND SCOPE ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD
PURSUANT TO RULE 144 OR REGULATION D UNDER THE ACT.
MOBIZONE HOLDINGS
LIMITED
8% SECURED GUARANTEED
EXCHANGEABLE NOTE
DUE: MARCH 31,
2011
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No.
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______, 2009
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Initial
Principal Amount $__________
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FOR VALUE RECEIVED, the undersigned, MOBIZONE
HOLDINGS LIMITED, INC. , a corporation organized and existing
under the laws of Hong Kong (“MobiZone Hong Kong”), and
MOQIZONE HOLDINGS LIMITED. , a Cayman Islands corporation
(“MoqiZone Cayman,” and together with MobiZone Hong
Kong, the “Company”) jointly and severally promises to
pay to the order of _____________________________________, or his
or its registered assigns (the “ Holder” ), the
principal sum of __________________
___________________________________ Dollars (US$_________) on March
31, 2011 (the “ Maturity Date ”), together with
interest (computed on the basis of a 360-day year) on the
outstanding principal amount at the rate of eight percent (8.00%)
per annum from the date hereof, payable quarterly, on the last day
of each June, September, December and March, commencing June 30,
2009, until the principal hereof shall have become due and
payable.
1.
Securities Purchase Agreement.
This Note has been issued pursuant to
the terms and conditions set forth in the Securities Purchase
Agreement dated as of June 1, 2009 (as from time to time amended,
the “ Securities Purchase Agreement ”) by and
among the Company, certain Subsidiaries and Affiliates of the
Company, other persons and entities (collectively, described
therein as the “MoqiZone Group” and the
“Corporate Parties”) and the respective Investors named
therein. All of the terms and conditions of such
Securities Purchase Agreement are incorporated herein by this
reference, and all capitalized terms not separately defined in this
Note shall have the same meanings as defined in the Securities
Purchase Agreement.
2.
Mandatory Exchange Into Series A Preferred Stock.
Upon consummation of the Trestle Reverse
Split and the delivery by the Company to the Holder of one or more
stock certificates evidencing (a) that number of shares of Series A
Preferred Stock of the Company as shall be equal to the result of
dividing (i) the then outstanding principal amount of this Note
(subject to increase in such principal amount as set forth in
Section 7 below), by (ii) $1,000, and (b) payment (at the option of
the Company and Trestle, either in cash or by the issuance of
shares of Trestle Common Stock, valued at $1.80 per share) of an
amount equal to all interest accrued hereon from the date of
issuance to the date of cancellation, the entire then outstanding
principal amount of this Note (as the same may be increased
pursuant to Section 7 below),
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