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MOBIZONE HOLDINGS LIMITED 8% SECURED GUARANTEED EXCHANGEABLE NOTE DUE: MARCH 31, 2011

Guarantee Agreement

MOBIZONE HOLDINGS LIMITED 8% SECURED GUARANTEED EXCHANGEABLE NOTE DUE: MARCH 31, 2011 | Document Parties: TRESTLE HOLDINGS, INC. | MOBIZONE HOLDINGS LIMITED, INC | MOQIZONE HOLDINGS LIMITED You are currently viewing:
This Guarantee Agreement involves

TRESTLE HOLDINGS, INC. | MOBIZONE HOLDINGS LIMITED, INC | MOQIZONE HOLDINGS LIMITED

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Title: MOBIZONE HOLDINGS LIMITED 8% SECURED GUARANTEED EXCHANGEABLE NOTE DUE: MARCH 31, 2011
Governing Law: New York     Date: 6/3/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

MOBIZONE HOLDINGS LIMITED 8% SECURED GUARANTEED EXCHANGEABLE NOTE DUE: MARCH 31, 2011, Parties: trestle holdings  inc. , mobizone holdings limited  inc , moqizone holdings limited
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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

No. __

______, 2009

Initial Principal Amount $__________

 

 

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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