Exhibit 10.13
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “
Agreement ”) is entered into as of June 1, 2009, by
and between Lawrence Cheung (collectively the “
Management Shareholders ”), (collectively, the
“MoqiZone Cayman Shareholders”) and the undersigned
shareholder (the “Trestle Shareholder, ” and
together with the MoqiZone Cayman Shareholders and Management
Shareholders, the “Shareholders”)) of Trestle Holdings,
Inc., a Delaware corporation (the “ Company
”).
RECITALS
WHEREAS, MoqiZone Holdings Limited, a Cayman
Islands corporation (“ MoqiZone Cayman ”),
Lawrence Cheung (“ Cheung ”), the Management
Shareholders, the Shareholder and the Company entered into a Share
Exchange Agreement dated as of March 15, 2009 (the “
Exchange Agreement ”). Capitalized terms used herein
without definition have the meanings set forth in the
Exchange Agreement;
WHEREAS, the stockholders of MobiZone Holdings
Limited, a Hong Kong corporation (“ MobiZone Hong Kong
”), have agreed to exchange all of their MobiZone Hong Kong
shares for 100% of the capital stock of MoqiZone Cayman, and
pursuant to the Exchange Agreement, within 10 days after completion
of the Maximum Offering, the MoqiZone Cayman Shareholders will
exchange (the “ Share Exchange ”) all of their
shares of MoqiZone Cayman for Series B Preferred Shares of the
Company (the “ Series B Preferred Stock ”) that,
following consummation of a one-for-254.5 reverse split of the
outstanding Company Common Stock (the “ Company Reverse
Split ”) will automatically convert into a
number of shares of Company Common Stock representing 95% of the
outstanding Company Common Stock at the time of such
conversion;
WHEREAS, the parties hereto are entering into
this Agreement pursuant to Section 5.15 of the Exchange Agreement
which provides, in part, that on the Closing Date, those MoqiZone
Cayman Shareholders who are not Management Shareholders and the
Company Principal Stockholder will enter into a voting agreement
with the Management Shareholders, pursuant to which each MoqiZone
Cayman Shareholder who is not a Management Shareholder and the
Company Principal Stockholder shall agree that for so long as such
person(s) own of record any shares of Series B Preferred Stock or
Company Common Stock (each defined below), they will vote such
shares at any regular or special meeting of Company stockholders or
in connection with any written consents required of Company
stockholders in the same manner as those Management Shareholders
owning a majority of all Company voting securities held by the
Management Shareholders as a group (the “ Majority
Management Shareholders ”) vote their Existing
Shares;
[Signature Page to Voting
Agreement]
WHEREAS, as of the date hereof, each of the
Shareholders is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “ Exchange Act ”) of such number of shares
of the outstanding common stock, $0.0001 par value, of the Company
(the “ Company Common Stock ”), shares of Series
B Preferred Stock of the Company (the “ Company Series B
Preferred Stock ”) and/or the shares of Company Common
Stock issuable upon exercise of the Company Series B Preferred
Stock (the “ Conversion Shares ”), each as is
indicated on the signature page of this Agreement (collectively,
the “ Existing Shares ”); and
WHEREAS, as an inducement and a condition to the
willingness of MoqiZone Cayman and MobiZone Hong Kong to enter into
the Exchange Agreement, MoqiZone Cayman and MobiZone Hong Kong
desire the Shareholders to agree, and the Shareholders are willing
to agree, to vote their Existing Shares at any regular or special
meeting of Company stockholders or in connection with any written
consents required of Company stockholders in the same manner as the
Management Shareholders as provided herein.
NOW, THEREFORE, in consideration of the
foregoing, and the respective representations, warranties,
covenants, agreements and conditions contained herein, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1.
Agreement to Vote Existing Shares . During the
term hereof, at every meeting of the shareholders of the Company
called with respect to any of the following matters, and at every
adjournment thereof, and on every action or approval by written
consent of the shareholders of the Company with respect to any of
the following matters, the Shareholders, in his, her or its
capacity as such, shall appear, or otherwise cause his, her or its
Existing Shares to be counted as present for purposes of
determining a quorum, and vote, or cause to be voted, the Existing
Shares in the same manner as those Management Shareholders owning a
majority of all Company voting securities held by the Management
Shareholders as a group vote their Existing Shares, at any such
meeting of shareholders or in such consent, and in connection
therewith to execute any documents which are necessary or
appropriate in order to effectuate the foregoing or, at the such
Shareholder’s request, to permit a Management Shareholder to
vote such Existing Shares directly. The voting
obligations set forth in this Section 1 will be binding upon any
transferee of such Existing Shares in a private transaction, but
will terminate as to any shares of Company Common Stock that are
publicly sold pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the “ Act
”), or in connection with a sale under Rule 144, promulgated
under the Act by a MoqiZone Cayman Shareholder who is not a
Management Shareholder or the Trestle Stockholder or their
transferees.
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