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VOTING AGREEMENT

Voting Agreement

VOTING AGREEMENT | Document Parties: TRESTLE HOLDINGS, INC. | MobiZone Holdings Limited | MoqiZone Holdings Limited | Trestle Holdings, Inc You are currently viewing:
This Voting Agreement involves

TRESTLE HOLDINGS, INC. | MobiZone Holdings Limited | MoqiZone Holdings Limited | Trestle Holdings, Inc

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Title: VOTING AGREEMENT
Governing Law: New York     Date: 6/3/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

VOTING AGREEMENT, Parties: trestle holdings  inc. , mobizone holdings limited , moqizone holdings limited , trestle holdings  inc
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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.

 

2.            Irrevoca


 
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