Back to top

PLEDGE AGREEMENT

Security Agreement

PLEDGE AGREEMENT | Document Parties: TRESTLE HOLDINGS, INC. | (B) MoqiZone Holdings Limited | (C) MobiZone Holdings Limited | (D) Shanghai MoqiZone Information Technology Company Limited | TRESTLE HOLDINGS, INC You are currently viewing:
This Security Agreement involves

TRESTLE HOLDINGS, INC. | (B) MoqiZone Holdings Limited | (C) MobiZone Holdings Limited | (D) Shanghai MoqiZone Information Technology Company Limited | TRESTLE HOLDINGS, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: PLEDGE AGREEMENT
Governing Law: New York     Date: 6/3/2009
Industry: Medical Equipment and Supplies     Law Firm: Hodgson Russ     Sector: Healthcare

PLEDGE AGREEMENT, Parties: trestle holdings  inc. , (b) moqizone holdings limited , (c) mobizone holdings limited , (d) shanghai moqizone information technology company limited , trestle holdings  inc
50 of the Top 250 law firms use our Products every day

 

EXHIBIT E

 

PLEDGE AGREEMENT

 

THIS PLEDGE AGREEMENT (" Agreement "), dated as of _________, 2009, is executed by and among (A) Trestle Holdings, Inc. , a Delaware corporation (“ Trestle ”); (B) MoqiZone Holdings Limited , a Cayman Island corporation (“ MoqiZone Cayman ”); (C) MobiZone Holdings Limited , a Hong Kong corporation (“ MobiZone Hong Kong ”); (D) Shanghai MoqiZone Information Technology Company Limited, a corporation organized under the laws of the People’s Republic of China (“ MoqiZone ”); (E) Leser Hunter Taubman & Taubman, a law firm formed under the laws of the State of New York and having an office at 17 State Street, 20 th floor, New York, New York 10004 (the “ Collateral Agent ” or “LHTT”); and (F) those individuals, corporations, limited liability companies, or other entities who have executed this Agreement on the signature page hereof (collectively, the “ Investors ” or the “ Secured Parties ”).

 

Trestle, MoqiZone Cayman and MobiZone Hong Kong are hereinafter sometimes individually referred to as a “ Pledgor ” and collectively referred to as the “ Pledgors .”  Trestle, MoqiZone Cayman, MobiZone Hong Kong and MoqiZone and the Investors are hereinafter sometimes collectively referred to as the “ Business Parties .”

 

WITNESSETH :

 

WHEREAS, Trestle is the owner of 100% of the share capital of MoqiZone Cayman (the “ MoqiZone Cayman Shares ”), MoqiZone Cayman is the owner of 100% of the share capital of MobiZone Hong Kong (the “ MobiZone Hong Kong Shares ”), and MobiZone Hong Kong is the owner of 100% of the share capital of MoqiZone (the “ MoqiZone Shares ”);

 

WHEREAS, pursuant to the terms of a Securities Purchase Agreement, dated as of June 1, 2009 (the “ Purchase Agreement ”), among the Business Parties, certain other Persons and the “Investors” (as defined therein), such Investors have purchased securities of MobiZone Hong Kong and Trestle, including 8% exchangeable notes of MobiZone Hong Kong, due March 31, 2011 (the “ Notes ”);

 

WHEREAS, by their stated terms, upon consummation of (a) the “Trestle Reverse Split” (as defined in the Purchase Agreement), (b) the filing of an amended and restated certificate of incorporation of Trestle and the Series A Preferred Stock Certificate of Designations (as defined) of Trestle with the Secretary of State of the State of Delaware, (c) the payment of accrued interest on the Notes, and (d) the delivery to each Investor of their respective rights to shares of Series A Preferred Stock, all as required under the Purchase Agreement (collectively, the “ Performance Obligations ”), such Notes shall be automatically cancelled and exchanged for a like Stated Value of shares of Series A voting convertible preferred stock of Trestle (the “ Series A Preferred Stock ”);

 

WHEREAS, as collateral to secure performance of their respective Performance Obligations under the Purchase Agreement, each of Trestle, MoqiZone Cayman and MoqiZone have each guaranteed payment of the Notes and the performance by the Business Parties of their respective Performance Obligations, all pursuant to a guaranty agreement, dated of even date herewith (the “ Guaranty ”); and

 

WHEREAS, in order to secure the payment of the Notes and performance of the Performance Obligations, (a) Trestle has agreed to pledge to the Investors the MoqiZone Cayman Shares, (b) MoqiZone Cayman has agreed to pledge to the Investors, the MobiZone Hong Kong Shares, and (c) MobiZone Hong Kong has agreed to pledge to the Investors the MoqiZone Shares, all pursuant to this Agreement;

 

- 1 -


 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1. 

Pledge of the Pledged Shares .

 

(a)           Each of the Pledgors do   hereby pledge, as pledgors, to the Investors, as pledgee, and grants to the Investors a first priority lien on and security interest in and to (i) all of Trestle’s right, title and interest in and to all of the MoqiZone Cayman Shares, (ii) all of MoqiZone Cayman’s right, title and interest in and to all of the MobiZone Hong Kong Shares, and (iii) all of MobiZone Hong Kong’s right, title and interest in and to all of the MoqiZone Shares (collectively, the “ Shares ”), together with all proceeds from the sale of the Shares, all dividends paid in respect of the Shares and any property or securities delivered to the holder of the Shares in respect thereof in the event of a merger or takeover of any of the Pledgors by a third party (collectively, the " Pledged Collateral ").

 

(b)           Each of the Pledgors does hereby agree to execute and deliver to the Collateral Agent (i) assignments separate from the Shares substantially in the form of Exhibit A hereto, undated and appropriately endorsed in blank, with respect to the Share comprising the Pledged Collateral and (ii) if legally required, such financing statements as the Collateral Agent may reasonably request with respect to the Pledged Collateral (or, if execution by Pledgors is not required pursuant to the applicable Uniform Commercial Code, each of the Pledgors hereby authorizes the Collateral Agent to file all financing statements deemed necessary by the Investors to perfect the security interests granted hereunder), (iii) take such other steps as the Investors may from time to time reasonably request to perfect the Investors' security interest in the Pledged Collateral or any part thereof under applicable law, and (iv) after the occurrence and during the continuance of an Event of Default, to execute and deliver on behalf of the Pledgors such other documents of transfer as the Investors or the Collateral Agent may from time to time reasonably require to enable the Investors to transfer the Pledged Collateral into the name of the Investors or the name of its nominee (all of the foregoing are hereinafter collectively referred to as the " Assignments " ) .

 

(c)            Notwithstanding anything to the contrary, express or implied, contained in this Agreement or in the Guaranty, upon consummation and performance of the Performance Obligations, the Notes shall, for all purposes be deemed to have been fully paid and satisfied, and this Agreement and the Guaranty shall automatically terminate and be of no further force or effect.

 

2.            Definition; Security for Secured Obligations .

 

(a)           Unless otherwise defined in this Agreement, when used herein all capitalized terms shall have the same meaning as is defined in the Purchase Agreement.

 

(b)           The Pledged Collateral secures the prompt and complete payment, performance and observance of the Notes and the Performance Obligations.

 

3.             Pledged Collateral Adjustments . If   during the term of this Agreement:

 

(a)           any non-cash dividend or distribution, reclassification, readjustment or other change is declared or made in the capital structure of Company, or any option, warrant or similar instrument included within the Pledged Collateral is exercised, or both, or

 

(b)           any subscription, warrants, options shall be issued in connection with the Pledged Collateral,

 

- 2 -


 

then the Pledgors shall (i) promptly deliver new, substituted and additional shares, warrants, options, or other equity securities, issued by reason of any of the foregoing, and all certificates and other instruments evidencing the same to the Investors to be held under the terms of this Agreement and shall constitute Pledged Collateral hereunder, and (ii) promptly deliver to the Investors or the Collateral Agent such additional Pledged Collateral.

 

4.            Remedies Following an Event of Default.

 

Notwithstanding anything to the contrary, express or implied, contained in this Agreement (including this Section 4) or in the Purchase Agreement or any other Exhibit thereto (including the Guaranty), an “Event of Default” that would otherwise permit the Secured Parties to exercise any of their rights and remedies under this Agreement shall not be deemed to have occurred if (i) the consummation of the Performance Obligations shall be delayed beyond June 16, 2009, (ii) the Pledgors shall then be responding to comments from the Securities and Exchange Commission and otherwise seeking, in good faith, to perform such Performance Obligations, and (iii) the outstanding principal amount of the Notes shall be increased as provided in the Purchase Agreement.

 

(a)           Following the occurrence and during the continuance of an “Event of Default” (as that term is defined in the Purchase Agreement), upon not less than twenty (20) days prior written notice to the Pledgors and the Collateral Agent, Investors holding a majority in interest of the outstanding principal amount of the Notes (the “ Majority Investors ”), may, at their option, request that the Collateral Agent transfer or register the Pledged Collateral or any part thereof into its or their nominee's name with or without any indication that such Pledged Collateral is subject to the lien created hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Investors may at any time exchange certificates or other instruments representing or evidencing Pledged Collateral for certificates or other instruments of smaller or larger denominations.

 

(b)           If at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the New York State Uniform Commercial Code or applicable law or at equity, Secured Parties may, to the extent permitted by law but subject at all times to the terms of the Purchase Agreement, subject to giving notice to Pledgor but without being required to take or do any action (except as provided below):

 

(i)            apply any cash held by it hereunder to the payment of the Notes; and

 

(ii)           if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the Notes, collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Parties places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Parties may deem best, and Secured Parties may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind.

 

(c)           In the event of a sale as aforesaid, Secured Parties may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Parties may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws.  Upon any such sale, Secured Parties shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof.

 

- 3 -


 

(d)           Pledgors hereby acknowledge that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical.  Accordingly, Pledgors hereby agree that private sales made by Secured Parties in good faith in accordance with the provisions of this Section 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that Secured Parties shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale.

 

(e)           Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgors, and Pledgors hereby specifically waive all rights of redemption, stay or appraisal and other rights that Pledgors has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise.  Secured Parties shall give Pledgors not less than thirty (30) calendar days' written notice of its intention to make any such public or private sale.  Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Parties' places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location.  Such notice, in case of a private sale, shall state only the date on or after which such sale may be made.  Any such notice given as aforesaid shall be deemed to be reasonable notification.

 

(f)           Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Parties may fix in the notice of such sale.  At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Parties may determine.  Secured Parties shall not be obligated to make any sale pursuant to any such notice.  Secured Parties may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned.  In case of any sale of all or any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Parties until the selling price is paid by the purchaser thereof, but Secured Parties shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice.

 

(g)           On any sale of any part of the Pledged Collateral, Secured Parties is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any governmental authority or officer or court.

 

(h)           Pledgors hereby acknowledge, understand and agree that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner.

 

5.             Representations and Warranties . The Pledgors hereby represent and warrant to the Investors as follows:

 

(a)           the Pledgors are the legal and beneficial owner of the Pledged Collateral owned by the Pledgors, free and clear of any lien, except for the lien created by this Agreement; and

 

- 4 -


 

(b)           The Pledgors have full power and authority to enter into this Agreement, assign, deposit, pledge and grant a lien on or otherwise transfer all of its rights in the Pledged Collateral free and clear of any liens;

 

6 .             Voting Rights . During the term of this Agreement, and except as otherwise provided in this Section 6, the Pledgors shall have the right to vote any Shares which form all or a portion of the Pledged Collateral, to the extent such Shares may be voted, on all questions presented to the holders of ordinary shares of Trestle, and the Collateral Agent will deliver all necessary documents to allow the Pledgors to take such action upon the Pledgors' request. After the occurrence and during the continuance of an Event of Default, the Investors may, at the Investors' option, exercise all voting and other consensual rights and powers pertaining to the Pledged Collateral (to the extent it may vote). the Pledgors hereby agree to execute all proxies or other instruments, documents or agreements deemed reasonably necessary by the Investors to evidence the right to vote the Pledged Collateral as provided hereunder, and the Pledgors agree that they shall not be entitled to rescind, revoke or otherwise modify the Investors' vote executed in accordance with this Section 6. Any and all proxies executed by the Pledgors pursuant to this Section 6 shall be deemed for all purposes to be a proxy coupled with an interest and shall be irrevocable until the payment in full, in cash, of all amounts due under the Note.

 

7 .            Dividends and Other Distributions .   The Collateral Agent shall be entitled to receive any and all dividends and other distributions paid in respect of the Pledged Collateral which dividends and/or distributions shall be deemed to be held in escrow if received by the Investors and shall become part of the Pledged Collateral upon receipt thereof.

 

8 .            Transfers and Other Liens . The Pledgors agree that, except as otherwise provided in Section 4 above, until all of the Obligations are paid in full, it will not (i) sell or otherwise dispose of, or grant any option or other rights with respect to, any of the Pledged Collateral without the prior written consent of the Investors, or (ii) create or permit to exist any lien upon or


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more