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Re: Shares of Common Stock of Trestle Holdings, Inc.

Lockup Agreement

Re:
Shares of Common Stock of Trestle Holdings, Inc. | Document Parties: TRESTLE HOLDINGS, INC. You are currently viewing:
This Lockup Agreement involves

TRESTLE HOLDINGS, INC.

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Title: Re: Shares of Common Stock of Trestle Holdings, Inc.
Date: 6/3/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

Re:
Shares of Common Stock of Trestle Holdings, Inc., Parties: trestle holdings  inc.
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LOCK-UP AGREEMENT

 

 

June 1, 2009

 

To:

Trestle Holdings, Inc.

1328 W. Balboa Blvd. Suite C

 

Newport Beach, CA 92661

 

 

Re:

Shares of Common Stock of Trestle Holdings, Inc.

 

Dear Sirs/Madams:

 

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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