LOCK-UP AGREEMENT
1328 W. Balboa Blvd. Suite
C
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Shares of
Common Stock of Trestle Holdings, Inc.
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In accordance with that certain
Share Exchange Agreement, dated of even date herewith (the
“Exchange Agreement”), by and among Trestle Holdings,
Inc., a Delaware corporation (“Trestle”), MoqiZone
Holdings Limited, a Cayman Islands corporation (the
“Company”), Lawrence Cheung (“Cheung”), MKM
Capital Opportunity Fund Ltd., a Cayman Islands corporation
(“MKM”), and each of the shareholders of the Company
set forth on the signature pages annexed thereto (the
“Purchasers”), the undersigned
(“Restricted Person”) hereby agrees that, for a period
of twelve (12) months following the effective date of the
registration statement registering all of the common stock
underlying the preferred stock and warrants to be issued pursuant
to the Share Exchange and the Offering, as such term is defined in
the Exchange Agreement, for resale under the Securities Act of
1933, as amended (the “ Lock-up Period ”), the
undersigned will not, directly or indirectly, without the prior
written consent of MKM, which consent may be delayed,
conditioned or withheld, at MKM’s sole discretion, offer for
sale, sell, pledge, assign, hypothecate or otherwise create any
interest in or dispose of (or enter into any transaction or device
that is designed to, or could reasonably be expected to, result in
any of the foregoing) any of the common stock, par value $0.001 per
share, of Trestle (the “Common Stock”), or any security
or other instrument which by its terms is convertible into,
exercisable for, or exchangeable for shares of Common Stock,
including, without limitation, the shares of Series B voting
convertible preferred stock of Trestle (“ Common Stock
Equivalents ”); provided , however , that
no Restricted Person shall, during the twelve (12) months following
the Lock-up Period, sell more than one-twelfth (1/12
th ) of their total holdings of Common Stock and
Common Stock Equivalents during any one (1) month
period.
The restrictions described in the
immediately preceding paragraph do not apply to the following
dispositions of Common Stock:
(a) The
Restricted Person may transfer Common Stock to his or her spouse,
siblings, parents or any natural or adopted children or other
descendants or to any personal trust for the sole benefit of such
family members and/or Restricted Person;
(b) Each
Restricted Person
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