Unassociated Document


    SECURITIES
PURCHASE AGREEMENT


     

    THIS SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of June
1, 2009 (the “Effective
Date”), is made and entered into by and among (A) Trestle Holdings, Inc., a
corporation organized under the laws of the State of Delaware (“Trestle”); (B) MoqiZone Holdings Limited., a
Cayman Islands corporation (the “Company” or “MoqiZone Cayman”); (C) MobiZone Holdings Limited, a
Hong Kong corporation (“MobiZone Hong Kong”) (D) Cheung Chor Kiu Lawrence, an individual
(“Cheung” or the “Company Stockholder”); (E)
MKM Capital Opportunity Fund
Ltd., a corporation organized under the laws of the Cayman Islands
(“MKM” or the “Trestle Principal
Stockholder”); and (F) each of the purchasers set forth on the
counterpart signature pages hereto (individually, a “Investor” and collectively,
the “Investors”).

    


    The
Company, the Company Shareholder, Trestle, MKM and the Investors are hereinafter
sometimes individually referred to herein as a “Party” and collectively
referred to herein as the “Parties.”

     

    WITNESSETH:

    


    This
Agreement is being entered into with reference to the facts stated below; each
of which is deemed to be additional representations and warranties by the
Parties:

     

    WHEREAS, MobiZone Holdings Limited, a
corporation organized under the laws of Hong Kong (“MobiZone HK”)  is
a wholly-owned subsidiary of the Company; and

     

    WHEREAS, Beijing Tai Ji Tong Gong Electronic
Technology Co., Ltd., a corporation organized under the laws of the
People’s Republic of China (“Tai Ji”) has the permission
from the Communication Resource Management Office of The General Staff
Department of Communication of the People’s Liberation Army (the “PLA”) of the People’s Republic
of China (“PRC”) (the
“PLA Authorization”) to
license for the exclusive use for commercial purposes 3400-3430 MHz and
3500-3530 MHz radio frequencies belonging to the PLA (the “3.5 GHz Radio Frequency
Resource”); and

     

    WHEREAS, Tai Ji has, or on or
before the Closing Date will have, authorized Shenzhen Mellow Technology
Limited, a corporation organized under the laws of the People’s Republic
of China (“Mellow”) to
use the 3.5 GHz Radio Frequency Resource exclusively for Internet Café use
purposes only in the PRC (the “Internet Cafe’
Authorization”); and

     

    WHEREAS, Zhang Xin Hua, an individual
(“Hua”)  is a
shareholder of Tai Ji, and Ling
Tao, an individual (“Tao”); Ling Yong, an individual
(“Yong”); Wang Yulin, an individual
(“Yulin”) are the sole
shareholders of Mellow; and

     

    WHEREAS, effective as of June
1, 2009, the Mobizone HK stockholders exchanged and transferred all of the share
capital and equity of Mobizone HK for 100% of the capital stock of the Company
to be held by Cheung (the “MoqiZone Exchange Agreement”);
and

     

    WHEREAS, effective as of
February 15, 2009, all of the Company’s stockholders entered into a share
exchange agreement (the “Trestle Exchange Agreement”)
with Trestle, whose common stock, par value $0.001 per share (the “Trestle Common Stock”) currently
trades on the FINRA OTC Bulletin Board under the symbol TLHO, pursuant to which
on the Initial Closing Date, all of the Company’s shareholders will exchange
100% of the issued and outstanding shares of the Company for 10,743 shares of
Series B convertible preferred stock of Trestle (the “Series B Preferred Stock”)
that will automatically be converted into 10,743,000 shares of Trestle Common
Stock, or such other number of shares of Trestle Common Stock as shall represent
95% of the outstanding Trestle Common Stock, after giving effect to (i)
consummation of the “Trestle
Reverse Split” (as hereinafter defined), and (ii) consummation of such
share exchange; and


    
      
         


      

      
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    WHEREAS, this Agreement has
been entered into pursuant to the terms of a Confidential Offering Memorandum
dated February 15, 2009 (the “Memorandum”), and shall be
governed by the terms of such Memorandum; and unless otherwise separately
defined herein, all capitalized terms used in this Agreement shall have the same
meaning as is set forth in the Memorandum; and

     

    WHEREAS, the Company, Trestle
and the Investors are executing and delivering this Agreement in reliance upon
the exemption from securities registration afforded by the rules and regulations
as promulgated by the United States Securities and Exchange Commission (the
“SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”);
and

     

    WHEREAS, subject to the
over-allotment rights set forth in Section 7h of this Agreement, the Investors desire to
purchase the Company and Trestle desires to issue and sell, upon the terms and
subject to the conditions set forth in this Agreement, a minimum of 400 and a
maximum of 800 units of securities (the “Units”), consisting
of:

     

    (a)           a
minimum of (U.S.) $4,000,000 and a maximum of (U.S.) $8,000,000 aggregate
principal amount 8% Exchangeable notes of the Company and MobiZone Hong Kong due
on or before March 31, 2011 and in the form of Exhibit “A” annexed hereto and
made a part hereof (the “Notes”);

     

    (b)           three
(3) year Class A callable warrants to purchase a minimum of 1,111,111 and a
maximum of 2,222,222 shares of Trestle Common Stock, at an exercise price of
$2.50 per share, and in the form of Exhibit “B” annexed hereto and
made a part hereof (the “Class
A Warrants”); and

     

    (c)           three
(3) year Class B non-callable warrants (the “Class B Warrants”) to purchase
a minimum of 1,111,111 and a maximum of 2,222,222 shares of Trestle Common Sock
at an exercise price of $3.00 per share, and in the form of Exhibit “C” annexed hereto and
made a part hereof (the “Class
B Warrants,” and together with the Class A Warrants, collectively
referred to herein as the “Warrants”); and

     

    WHEREAS, each full Unit shall
consist of (a) $10,000 principal amount of Notes, (b) Class A Warrants to
purchase 2,778 shares of Trestle Common Stock, and (c) Class B Warrants to
purchase 2,778 shares of Trestle Common Stock, as provided herein (collectively,
the “Securities”);
and

     

    WHEREAS, upon the filing with
the Secretary of State of the State of Delaware of the “Trestle Amended Charter” and
the “Series A Preferred
Certificate of Designations” (as those terms are hereinafter defined),
the Notes shall automatically, and without any further action on the part of the
holders thereof, be deemed to be cancelled and exchanged for that number of
shares of Series A Voting Convertible Preferred Stock of Trestle determined by
dividing (a) the aggregate principal amount of Notes cancelled, by (b) the
$1,000 per share liquidation or stated value of such Series A Voting Convertible
Preferred Stock, and containing the rights, privileges and designations set
forth in the Series A Preferred Certificate of Designations annexed as Exhibit “D-1” to the
Memorandum (the
“Series A Preferred
Stock”); and

     

    WHEREAS, each of the Investors
wishes to purchase, upon the terms and conditions stated in this Agreement, such
number of Units and principal amount of Notes and number of Warrants as is set
forth immediately below his or its name on the counterpart signature pages
hereto; and


    
      
         


      

      
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    WHEREAS, contemporaneous with
the execution and delivery of this Agreement, Trestle and the Company are
executing and delivering a Registration Rights Agreement, in the form annexed to
the Memorandum (the “Registration Rights
Agreement”), pursuant to which Trestle and the Company have each agreed
to provide certain registration rights under the Securities Act and the rules
and regulations promulgated thereunder and applicable state securities laws;
and

     

    WHEREAS, the net proceeds of
the sale of the Units is being contributed by the Company to the Subsidiaries
(as defined herein) to be used for the purposes described in this Agreement;
and

     

    NOW THEREFORE, the Parties
hereto do each severally (and not jointly) hereby agree as follows:

     

    1.           Authorization and Purchase
and Sale of Securities; Terms of the Offering; Certain Definitions; and
Covenants of the Parties.

     

    a.         Authorization
of Units.  The Company and Trestle have each authorized the
issue and sale of the Units, and the related Notes and Warrants.

     

    b.         Purchase
of Units.  Subject to the terms and conditions of this
Agreement:

     

    (i)           on
or before May 31, 2009 (the “Initial Closing Date”),
subject to extension of such date by the Company to a date not later than June
16, 2009, the Company, MobiZone Hong Kong and Trestle shall issue and sell to
those Investors subscribing for such Units on or before the Initial Closing Date
not less than 400 Units for (U.S.) $4,000,000, and such Investors severally
agrees to purchase from the Company, MobiZone Hong Kong and Trestle such
principal amount of Notes and such number of Class A Warrants and Class B
Warrants to purchase Trestle Common Stock as is or shall be set forth
immediately below such Investors’ names on the signature pages hereto (the Minimum Offering”);
and

     

    (ii)          at
various times between the Initial Closing Date completion of the Minimum
Offering and June 16, 2009 (the “Outside Closing Date”), the
Company, MobiZone Hong Kong and Trestle shall issue and sell to those Investors
subscribing for such Units at various times on or before the Outside Closing
Date up to an additional 400 Units for up to (U.S.) $4,000,000 (subject to
increase as provided below), and such Investors severally agree to purchase from
the Company and MobiZone Hong Kong such principal amount of Notes and from
Trestle such number of Class A Warrants and Class B Warrants to purchase Trestle
Common Stock as is or shall be set forth immediately below such Investors’ names
on the signature pages hereto.

     

    (iii)         The
sale of all 800 Units for an aggregate of (U.S.) $8,000,000 by a date that shall
be on or before the Outside Closing Date is hereinafter sometimes referred to as
the “Maximum
Offering.”  Notwithstanding the foregoing, the Company and
Trestle shall have the right to increase such Maximum Offering and sell between
the Initial Closing Date and the Outside Closing Date, as much as 200 additional
Units for up to (U.S. $2,000,000, thereby increasing the Offering to up to an
aggregate of 1,000 Units for an aggregate of (U.S.) $10,000,000, all as set
forth in Section 7h of
this Agreement.


    
      
         


      

      
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    c.         Terms of
Offering of the Units.   The offering of the Units are subject
to the following terms and conditions:

     

    (i)           In
the event that a minimum of 400 Units are not subscribed to and fully paid for
on or before the Initial Closing Date, the offering of Units shall terminate,
and all funds subscribed for shall be returned to Investors without interest or
deduction.

     

    (ii)           Subject
to the foregoing, the offering of Units shall continue until the earlier to
occur of (A) completion of the Maximum Offering, or (B) the Outside Closing
Date, and periodic closings may be held, not more often than once every two
weeks, as additional Units are sold between the Initial Closing Date and the
Outside Closing Date until the maximum of 800 Units have been subscribed to and
fully paid for.

     

    d.         Form of
Payment.  On the Initial Closing Date, and on each subsequent
Closing Date (i) each Investor shall pay the purchase price for the Notes and
the Warrants to be issued and sold to it or him (the “Purchase Price”) by check or
wire transfer of immediately available funds, in accordance with the payment
instructions set forth in the Memorandum and in this Agreement, against delivery
of the Notes in the principal amount equal to the Purchase Price and the number
of Warrants as is set forth immediately below such Investor’s name on the
signature pages hereto, and (ii) the Company and Trestle shall deliver such
Notes and Warrants duly executed by the Company and Trestle, to such Investor,
against delivery of such Purchase Price.

     

    e.         Closing
Dates.  Subject to the satisfaction (or written waiver) of the
conditions thereto set forth in Section 5 and Section 6 below, the
dates and times of the issuance and sale of the Notes and the Warrants shall be
as set forth in Section 1(b) and Section 1(c) of this
Agreement.  The initial closing of the transactions contemplated by
this Agreement (the “Initial
Closing”) shall occur on the Initial Closing Date and subsequent closings
shall be held at such times and such location as shall be determined by the
Company up to and including the Outside Closing Date.  The Initial
Closing Date, the Outside Closing Date, and the date of each additional closing
held during the period between the Initial Closing Date and the Outside Closing
Date is sometimes individually referred to herein as a “Closing Date” and collectively
referred to herein as a “Closing Dates.”

     

    f.             Certain
Definitions.    In addition to the other terms defined
herein, as used in this Agreement, the following capitalized terms shall have
the meanings set forth below.

     

    (i)           Affiliate – shall have the
same meaning as that term is defined in Rule 405 as promulgated under the
Securities Act.

     

    (ii)       
  Business Day
- shall mean any day other than Saturday or Sunday or any other day when
Citibank NA, New York, New York, is not open for business.

     

    (iii)        Company
or MoqiZone Cayman - shall mean MoqiZone Holdings Limited, a
Cayman Island corporation,

     

    (iv)         Conversion Shares – shall mean
the shares of Trestle Common Stock issuable upon conversion of the Series A
Preferred Stock and the Series B Preferred Stock.

     

    (v)           MoqiZone PRC – shall mean
MoqiZone (Shanghai) Information Technology Company Limited, a corporation
organized under the laws of the PRC.


    
      
         


      

      
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    (vi)         MoqiZone Corporations – shall
mean the collective reference to the Company, Mobizone HK and MoqiZone
PRC.

     

    (vii)        MoqiZone Group – shall mean
the collective reference to Cheung and the MoqiZone Corporations.

     

    (viii)       Notes - shall mean the maximum
$8,000,000 principal amount of 8% Exchangeable Notes of the Company due on or
before March 31, 2011 in the form annexed hereto as Exhibit “A” and made a part
hereof.

     

    (ix)         Person - shall mean any
individual, corporation, limited liability company, partnership, association,
trust or other entity, government agency or organization.

     

    (x)           Series A Preferred Stock -
shall mean the maximum 8,000 shares of Series A Convertible Preferred Stock of
Trestle, $0.001 par value per share, that shall: (A) have a stated liquidation
value of $1,000.00 per share (the “Series A Preferred Stock Stated
Value”); (B) be convertible, at any time after issuance and at the option
of the holder, into shares of Trestle Common Stock on the basis of each shares
of Series A Preferred Stock being convertible into 555.55 shares of Trestle
Common Stock, at a conversion price of $1.80 per share (the “Series A Preferred Conversion
Rate”); and (C) contain the rights, privileges and designations set forth
in the certificate of designations (the “Series A Preferred Certificate of
Designations”) annexed hereto as Exhibit “D-1” annexed hereto
and made a part hereof.

     

    (xi)           Series B Preferred Stock -
shall mean the 10,743 shares of Series B Convertible Preferred Stock of Trestle,
$0.001 par value per share, that shall: (A) have a stated liquidation value of
$1,000.00 per share (the “Series B Preferred Stock Stated
Value”); (B) be automatically converted into shares of Trestle Common
Stock not later than 10 days following consummation of the Trestle Reverse
Split, on the basis of each share of Series B Preferred Stock being converted
into 1,000 shares of Trestle Common Stock (the “Series A Preferred Conversion
Rate”); and (C) contain the rights, privileges and designations set forth
in the certificate of designations (the “Series B Preferred Certificate of
Designations”) annexed hereto as Exhibit “D-2” annexed hereto
and made a part hereof.

     

    (xii)        SEC - shall mean the United
States Securities and Exchange Commission.

     

    (xiii)       Securities Act - shall mean
the United States Securities Act of 1933, as amended.

     

    (xiv)       Subsidiary - shall mean any
“significant subsidiary” or “subsidiary” (as such terms are defined in the SEC’s
Rule 1-02 of Regulation S-X as promulgated under the Securities
Act.

     

    (xv)         Trestle - shall mean: (i)
prior to the consummation of the transactions contemplated by the Trestle
Exchange Agreement, Trestle
Holdings, Inc., a Delaware corporation, and (ii) on and after
consummation of the transactions contemplated by the Trestle Exchange Agreement,
Trestle Holdings, Inc. (to be renamed “MoqiZone Holding Corporation”)
and its consolidated direct and indirect wholly-owned subsidiaries, including,
without limitation, the Company, Mobizone HK and MoqiZone PRC.

     

    (xvi)        Trestle Common Stock – shall
mean the shares of common stock of Trestle, $0.001 par value per share,
authorized for issuance pursuant to the Trestle Certificate of
Incorporation.

     

    
      
        
           


        

        
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    (xvii)     
Trestle Certificate of
Incorporation – shall mean the certificate of incorporation of Trestle,
as amended and restated on the Initial Closing Date and as of the Outside
Closing Date.

     

    (xviii)     Trestle Reverse Split – shall
mean the one-for-254.5 reverse split of the outstanding Trestle Common Stock,
which shall reduce the aggregate number of issued and outstanding shares of
Trestle Common Stock from 179,115,573 shares of Common
Stock to 703,794 shares of Common Stock.

     

    (xix)       Warrants - shall mean the
collective reference to:

     

    (A)           three
(3) year Class A callable warrants to purchase, at an exercise price of $2.50
per share (the “Class A Warrant Exercise Price”), that number of shares of
Trestle Common Stock as shall equal (i) 50% of the principal amount of Notes
purchased by each Investor, divided by (ii) the Class A Warrant Exercise Price,
and in the form attached hereto as Exhibit “B” annexed hereto
(the “Class A
Warrants”);

     

    (B)           three
(3) year Class B non-callable warrants to purchase, at an exercise price of
$3.00 per share (the “Class B
Warrant Exercise Price”), that number of shares of Trestle Common Stock
as shall equal (i) 50% of the principal amount of Notes purchased by each
Investor, divided by (ii) the Class B Warrant Exercise Price and in the form of
Exhibit “C” annexed
hereto (the “Class B
Warrants”); and

     

    (C)           the
Placement Agent Warrants hereinafter described.

     

    (xx)        Warrant Shares – shall mean
the shares of Trestle Common Stock issuable upon exercise of the
Warrants.

     

    (xxi)       Underlying Shares – shall mean
the collective reference to the Conversion Shares and the Warrant
Shares.

     

    g.            Escrow of
Funds.    Pending
the Initial Closing, all funds received from Investors subscribing to the Units
will be held in escrow by Wilmington Trust Company,
Wilmington, Delaware, as escrow agent, all in accordance with the Escrow
Agreement annexed hereto as Exhibit “E” and made a part
hereof (the “Escrow
Agreement”).


    
      
         


      

      
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    2.           Representations
and Warranties of Each Investor.  Each Investor severally (and
not jointly) represents and warrants solely as to such Investor
that:

     

    a.           Investment
Purpose.  As of the date hereof and the Closing Date the
Investor is purchasing the Notes, the Warrants, the Series A Preferred Stock
(issued in exchange for the Note) and the shares of Trestle Common Stock
issuable upon conversion of the Series A Preferred Stock (the “Conversion Shares”) and upon
exercise of the Warrants (the “Warrant Shares” and
collectively with the Conversion Shares, the Notes, the Series A Preferred Stock
and the Warrants, the “Securities”) for its own
account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under
the Securities Act; provided,
however, that by making the representations herein, the Investor does not
agree to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with
or pursuant to a registration statement or an exemption under the Securities
Act.

     

    (i)           Accredited
Investor / Non U.S. Person Status.  The Investor is either (i)
an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
under the Securities Act (an “Accredited Investor”); or
(ii)  is not a U.S. Person (as defined for purposes of Regulation S)
and such Investor is not acquiring the Securities for the account or benefit of
a U. S. Person. Further, if purchased pursuant to Regulation S, each such
Investor acknowledges that the Securities have not been registered under the
Securities Act and may not be offered or sold in the United States or to U.S.
Persons (other than distributors, as defined in Rule 902 of the Securities Act)
unless the securities are registered under the Securities Act, or an exemption
from the registration requirements of the Securities Act is
available.

     

    b.           Reliance
on Exemptions.  The Investor understands that the Securities
are being offered and sold to it in reliance upon specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Investor’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the
availability of such exemptions and the eligibility of the Investor to acquire
the Securities.

     

    c.           Information.  The
Investor and its advisors, if any, have had the opportunity to ask questions of
management of the Company and its Subsidiaries and have been furnished with all
information relating to the business, finances and operations of the MoqiZone
Group and information relating to the offer and sale of the Securities which
have been requested by the Investor or its advisors.  Neither such
inquiries nor any other due diligence investigation conducted by the Investor or
any of its advisors or representatives shall modify, amend or affect the
Investor’s right to rely on the representations and warranties of the MoqiZone
Group and the Corporate Parties contained in Section 3 below.  The
Investor understands that its investment in the Securities involves a
significant degree of risk.  The Investor further represents to the
Company that the Investor’s decision to enter into this Agreement has been based
solely on the independent evaluation of the Investor and its
representatives.

     

    d.           Governmental
Review.  The Investor understands that no United States federal
or state agency or any other government or governmental agency has passed upon
or made any recommendation or endorsement of the Securities.


    
      
         


      

      
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    e.           Transfer
or Resale.  The Investor understands that except as
provided in the Registration Rights Agreement, the sale or re-sale of the
Securities has not been and is not being registered under the Securities Act or
any applicable state securities laws, and the Securities may not be transferred
unless (i) the Securities are sold pursuant to an effective registration
statement under the Securities Act, (ii) in accordance with the provisions of
Regulation S, (iii) the Investor shall have delivered to the Company an
opinion of counsel that shall be in form, substance and scope customary for
opinions of counsel in comparable transactions to the effect that the Securities
to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration, which opinion shall be reasonably acceptable to the
Company, (iv) the Securities are sold or transferred to an “affiliate” (as
defined in Rule 144 promulgated under the Securities Act (or a successor rule)
(“Rule 144”)) of the
Investor who agrees to sell or otherwise transfer the Securities only in
accordance with this Section 2(f) and who is an Accredited Investor,
(v) the Securities are sold pursuant to Rule 144, or (vi) the
Securities are sold pursuant to Regulation D under the Securities Act (or a
successor rule) (“Regulation
D”).  Each Investor acknowledges that hedging transactions
involving the Securities may not be conducted unless in compliance with the
Securities Act.  Notwithstanding the foregoing or anything else
contained herein to the contrary, the Securities may be pledged as collateral in
connection with a bona
fide margin account or other lending arrangement.

     

    f.           Legends.  The
Investor understands that the Notes, the Series A Preferred Stock and the
Warrants shall bear a restrictive legend in the form as set forth below,
respectively.  The Investor understands that, until such time as the
resale of the Conversion Shares and the Warrant Shares (collectively, the “Underlying Shares”) have been
registered under the Securities Act as contemplated by the Registration Rights
Agreement or otherwise may be sold pursuant to Rule 144, Regulation D or
Regulation S without any restriction as to the number of securities as of a
particular date that can then be immediately sold, the Underlying Shares may
bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates
evidencing such Securities):

     

    “Neither
the offer nor sale of this Note has been registered under the Securities Act of
1933, as amended, (the “Act”).  This Note may not be sold, transferred
or assigned in the absence of an effective registration statement for the
securities under the Act, or an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, that registration
is not required under the Act or unless sold pursuant to Rule 144 or Regulation
D under the Act.”

     

     “Neither
the offer nor sale of the securities represented by this certificate has been
registered under the Securities Act of 1933, as amended, (the
“Act”).  The securities may not be sold, transferred or assigned in
the absence of an effective registration statement for the securities under the
Act, or an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, that registration is not
required under the Act or unless sold pursuant to Rule 144 or Regulation D under
the Act.”

     

    or, if
the Units are purchased pursuant to Regulation S, the Notes, the Series A
Preferred Stock and the Warrants shall contain the following legend, with
language in parenthesis to be included in the Warrants:

     

    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SHARES WERE ISSUED IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PURSUANT TO REGULATION S PROMULGATED UNDER IT.  THE SHARES MAY NOT BE
OFFERED OR SOLD (EXERCISED) IN THE UNITED STATES (BY OR ON BEHALF OF ANY U.S.
PERSON) UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.  TRANSFERS OF THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANE WITH THE PROVISIONS
OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION.  FURTHER, HEDGING
TRANSACTIONS WITH REGARD TO THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”



    
      
         


      

      
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    g.         Residency.  The
Investor is a resident of the jurisdiction set forth immediately below such
Investor’s name on the signature pages hereto.

     

    h.           Restrictions
on Conversions.                                                                The
Investor shall not convert into Common Stock any Series A Preferred Stock or
exercise any Warrants held by such Investor if the effect of such conversion(s)
or exercise(s) shall result in such Investor “beneficially owning” (as defined
in Rule 13d-3 under the Exchange Act) more than 9.99% of the outstanding Common
Stock of the Company.

     

    i       
Experience
of Investor.  The Investor, either alone or together with his or its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  The Investor is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to
afford a complete loss of such investment.

    


               
j.       
General
Solicitation.  The
Investor is not purchasing the Securities as a result of any advertisement,
article, notice or other communication regarding the Securities published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement.

    


    3.           Representations
and Warranties

     

    A.           By the
Company The
Company makes the following representations and warranties to each
Investor:

     

    
      	
               
      

            	
              a.

            	
              Organization
      and Qualification.

            


    

     

    (i)              The
Company and its subsidiaries are each a corporation or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated or organized, with full power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted.  The Company was formed on February 24, 2009
solely for the purpose of owning the share capital of the Company and has
conducted no material operations to date and Mobizone HK was formed on August
29, 2007 solely for the purpose of acquiring the share capital of the Company
and has conducted no material operations to date.  The MoqiZone
Corporations are each duly qualified as a foreign corporation to do business and
is in good standing in every jurisdiction in which its ownership or use of
property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.

     

    (ii)              “Material Adverse Effect” means
any material adverse effect on the business, operations, assets, financial
condition or prospects of the MoqiZone Corporations, when taken as a
consolidated whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection
herewith.


    
      
         


      

      
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    b.         Share
Ownership.  Upon consummation of the transactions contemplated
by the MoqiZone Exchange Agreement, the Company will own 100% of the capital
stock of Mobizone HK and Mobizone HK will own 100% of the capital stock of MoqiZone (Shanghai) Information
Technology Company Limited, a corporation organized under the laws of the
People’s Republic of China (“MoqiZone PRC”). Upon consummation of the
transactions contemplated by the Trestle Exchange Agreement, Trestle will own
100% of the capital stock of the Company, the Company will own 100% of the
capital stock of Mobizone HK and Mobizone HK will own 100% of the capital stock
of MoqiZone PRC. As at the date hereof, and as at the consummation of the
MoqiZone Exchange Agreement and the Trestle Exchange Agreement (collectively,
the “Exchange
Agreements”), the outstanding shares of capital stock or similar equity
interests of such MoqiZone Corporations will have been validly issued, fully
paid and non-assessable.  Upon the consummation of the Exchange
Agreements, such shares shall be owned free and clear of any lien, claim,
mortgage, charge, restriction, pledge, security interest, option, lease or
sublease, claim, right of any third party, easement, encroachment or encumbrance
or any other right or adverse interest (“Liens”).

     

    c.         Authorization;
Enforcement.  Each of the
applicable MoqiZone Corporations has all requisite corporate power and authority
to enter into and perform and/or deliver this Agreement, the Notes, the
Registration Rights Agreement, and the Escrow Agreement (collectively, the
“MoqiZone Group
Documents”) and to consummate the transactions contemplated hereby and
thereby and to issue the Securities, in accordance with the terms hereof and
thereof.  The execution and delivery of the MoqiZone Group Documents
by each applicable MoqiZone Corporation and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, the
issuance of the Notes have been duly authorized by the Company’s Board of
Directors and no further consent or authorization of the Company, its
Subsidiaries, Board of Directors, or its shareholders is required. This
Agreement has been duly executed and delivered by each of the MoqiZone
Corporations by its authorized representative, and such authorized
representative is the true and official representative with authority to sign
this Agreement and the other Documents executed in connection herewith and bind
each of the applicable MoqiZone Corporations accordingly.  This
Agreement constitutes, and upon execution and delivery by the applicable
MoqiZone Corporation the other Documents and Securities, each of such
instruments will constitute, a legal, valid and binding obligation of the
applicable MoqiZone Corporations enforceable against each such MoqiZone
Corporation in accordance with its terms.

     

    d.         No
Conflicts.  The execution, delivery and performance of this
Agreement and the other Documents by the application MoqiZone Corporations that
are Party hereto and thereto and the consummation of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of
the Securities and the issuance and reservation for issuance of the Underlying
Shares) will not (i) conflict with or result in a violation of any provision of
the certificate of incorporation, or articles of associate as amended (the
“Articles”) of any of
the MoqiZone Corporations or the by-laws, as amended, (the “By-laws”) of any of the
MoqiZone Corporations, or (ii) violate or conflict with, or result in a breach
of any provision of, or constitute a default (or an event which with notice or
lapse of time or both could become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement
or instrument to which any of the MoqiZone Corporations is a Party or is
otherwise bound or is a beneficiary, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including federal, state and
foreign securities laws and regulations and regulations of any self-regulatory
organizations to which any of the MoqiZone Corporations or their its securities
are subject) applicable to any of the MoqiZone Corporations or by which any
property or asset of any of the MoqiZone Corporations is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate,
have a Material Adverse Effect).  None of the MoqiZone Corporations is
in violation of its Articles, By-laws or other organizational documents and none
of the MoqiZone Corporations is in default (and no event has occurred which with
notice or lapse of time or both could put the any of the MoqiZone Corporations
in default) under, and none of the MoqiZone Corporations have taken any action
or failed to take any action that would give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which any of the MoqiZone Corporations is a Party or
by which any property or assets of any of the MoqiZone Corporations is bound or
affected, except for possible defaults as would not, individually or in the
aggregate, have a Material Adverse Effect.  The businesses of the
MoqiZone Corporations, if any, are not being conducted in violation of any law,
ordinance or regulation of any governmental entity material to the business of
such MoqiZone Corporations.  Except as specifically contemplated by
this Agreement and as required under the Securities Act and any applicable laws
of the PRC, Bermuda and Hong Kong, neither the Company nor its Subsidiaries is
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency, regulatory agency, self
regulatory organization or stock market or any third Party, in order for the
execution, delivery or performance of any of its obligations under this
Agreement and the other Documents in accordance with the terms hereof or
thereof, or to issue and sell the Notes, Series A Preferred Stock and the
Warrants in accordance with the terms hereof and to issue the Conversion Shares
upon conversion of the Series A Preferred Stock and/or the Warrant Shares upon
exercise of the Warrants.  Except for the filing and effectiveness of
the Information Statement, and the filing with the Secretary of State of the
State of Delaware of the Amended Charter and the Series A Certificate of
Designations, all consents, authorizations, orders, filings and registrations
which any of the MoqiZone Corporations is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the date
hereof.


    
      
         


      

      
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    e.         Capitalization.   
The authorized, issued and outstanding share capital of each of the MoqiZone
Corporations as at the date of this Agreement and as at the Initial Closing Date
is as set forth on Schedule
3(e) to this Agreement.

     

    f.         Financial
Information.  The Company was formed solely for the purpose of
owning the share capital of the Company and has conducted no material operations
to date.  Mobizone HK was formed solely for the purpose of acquiring
the share capital of MoqiZone PRC and has conducted no material operations to
date. On or before the Closing Date, the Company shall have audited financial
statements of MoqiZone PRC as of December 31, 2007 and 2008, and for the
respective fiscal years then ended (the “MoqiZone Financial
Statements”).  The MoqiZone Financial Statements present
fairly, in all material respects, the assets and liabilities (whether accrued,
absolute, contingent or otherwise) of MoqiZone PRC, on a consolidated basis, as
of the respective dates thereof, and the results of operations and statement of
cash flows of MoqiZone PRC during the periods covered thereby, in all material
respects and have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods indicated.

     

    g.         Absence
of Certain Changes.  Since September 30, 2008, there has been
no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of
operations or prospects of the MoqiZone Corporations.

     

    h.         Absence
of Litigation.  There is no action, suit, claim, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of any
executive officer of any of the MoqiZone Corporations, threatened against or
affecting any of the MoqiZone Corporations, or their officers or directors in
their capacity as such, that could have a Material Adverse Effect.  No
executive officer of any of the MoqiZone Corporations have knowledge of any
facts or circumstances which might give rise to any of the
foregoing.

     

    i.         Patents,
Copyrights, Trademarks.

     

    (i)              The
Company owns or possesses the requisite licenses or rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets,
trademarks, trademark applications, service marks, service names, trade names
and copyrights (“Intellectual
Property”) necessary to enable it to conduct its business as now
operated; there is no claim or action by any Person pertaining to, or proceeding
pending, or to the knowledge of any executive officer of the MoqiZone
Corporations threatened, which challenges the right of the Company with respect
to any Intellectual Property necessary to enable it to conduct its business as
now operated (and, to the knowledge of any executive officer of the MoqiZone
Corporations, as presently contemplated to be operated in the future); to the
knowledge of any executive officer of the MoqiZone Corporations, neither
MoqiZone PRC’s current and intended products, services and processes infringe on
any Intellectual Property or other rights held by any Person; and no executive
officer of the MoqiZone Corporations have knowledge of any facts or
circumstances which might give rise to any of the foregoing.  The
Company possesses all Copyrights, Patents, Trademarks, Copyright Licenses,
Patent Licenses or Trademark Licenses, each as defined herein that are necessary
to conduct its business as now operated (and, to the knowledge of any executive
officer of the MoqiZone Corporations, as presently contemplated to be operated
in the future).


    
      
         


      

      
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    (ii)              “Copyrights” shall mean (i)
copyrights, whether registered or unregistered, held pursuant to the laws of the
United States, any State thereof, China or any other country; (ii)
registrations, applications and recordings in the United States Copyright Office
or in any similar office or agency of the United States, any State thereof or
any other country, including China; (iii) any continuations, renewals or
extensions thereof; (iv) any registrations to be issued in any pending
applications; (v) prior versions of works covered by copyright and all works
based upon, derived from or incorporating such works; (vi) income, royalties,
damages, claims and payments now and hereafter due and/or payable with respect
to copyrights, including, without limitation, damages, claims and recoveries for
past, present or future infringement; (vii) rights to sue for past, present and
future infringements of any copyright; (viii) any rights in any material which
is copyrightable or which is protected by common law, United States copyright
laws or similar laws, or any law of any State or country, including China, and
(ix) any other rights corresponding to any of the foregoing rights throughout
the world.

     

    (iii)              “Copyright License” shall mean
any agreement, written or oral, granting any right in or to any Copyright or
Copyright registration, including, without limitation, licenses for the
exclusive right to use a copyright owned by a third Party.

     

    (iv)              “Patents” shall mean (i)
letters patent of the United States, China or any other country, all
registrations and recordings thereof and all applications for letters patent of
the United States, China or any other country, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country, including China; (ii) reissues, divisions,
continuations, renewals, continuations in part or extensions thereof; (iii)
petty patents, divisionals and patents of addition; (iv) patents to issue in any
such applications; (v) income, royalties, damages, claims and payments now and
hereafter due and/or payable with respect to patents, including, without
limitation, damages, claims and recoveries for past, present or future
infringement; and (vi) rights to sue for past, present and future infringements
of any patent.

     

    (v)              “Patent License” shall mean any
agreement, whether written or oral, granting any right with respect to any
Patent.

     

    (vi)              “Trademarks” shall mean (i)
trademarks, tradenames, corporate names, company names, business names, trade
styles, service marks, logos, other source or business identifiers, prints and
labels on which any of the foregoing have appeared or appear, designs and
general intangibles of like nature, registrations and recordings thereof and any
applications in connection therewith, including, without limitation,
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country, including China (collectively, the "Marks"); (ii) any reissues,
extensions or renewals thereof, (iii) income, royalties, damages, claims and
payments now and hereafter due and/or payable with respect to the Marks,
including, without limitation, damages, claims and recoveries for past, present
or future infringement and (v) rights to sue for past, present and future
infringements of the Marks.


    
      
         


      

      
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    (vii)              “Trademark License” shall mean
any agreement, written or oral, granting any right in and to any Trademark or
Trademark registration.

     

    j.         PLA
Authorization and Internet Cafe’ Authorization.   The PLA
Authorization remains in full force and effect, and Tai Ji possesses all right,
title and interest in and to the PLA Authorization.  No event has
occurred which, with the passage of time, the giving of notice or both, would
constitute a breach, default or event of default by Tai Ji under the PLA
Authorization.  Neither Tai Ji nor any other member of the MoqiZone
Group has received any written notice from any governmental agency or department
of the PRC or from the PLA that would reasonably lead such Person to believe
that the PLA Authorization will not be renewed.  On or before the
Initial Closing Date, Tai Ji shall have issued to Mellow, the Internet Cafe’
Authorization.  On each occasion that the Company opens a new city in
the People’s Republic of China for WiMAX transmission to Internet cafés, Tai Ji,
and Mellow shall, pursuant to the Internet Café’ Authorization, directly
authorize the Company or any new direct or indirect Subsidiary of the Company to
have the exclusive rights to use the 3.5 GHz Radio Frequency Resource for
Internet cafés in such cities.

     

    k.         Tax
Status.  Each of the MoqiZone Corporations have made or filed
all federal, state and foreign income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the MoqiZone Corporations have set aside on its
Financial Statements provisions reasonably adequate for the payment of all
unpaid and unreported taxes) and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations, except those being contested in
good faith and has set aside on its Financial Statements provisions reasonably
adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and none of the executive officers of the MoqiZone
Corporations know of any basis for any such claim.  None of the
MoqiZone Corporations have executed a waiver with respect to the statute of
limitations relating to the assessment or collection of any foreign, federal,
state or local tax.  None of the MoqiZone Corporation’s tax returns is
presently being audited by any taxing authority.

     

    l.         Permits;
Compliance.  Each of the MoqiZone Corporations is in possession
of all franchises, grants, authorizations, licenses, permits, easements,
variances, exemptions, consents, certificates, approvals and orders necessary to
own, lease and operate its properties and to carry on its business as it is now
being conducted (collectively, the “Permits”), and there is no
action pending or, to the knowledge of any executive officer of the MoqiZone
Corporations, threatened regarding suspension or cancellation of any of the
Permits.  None of the MoqiZone Corporations is in conflict with, or in
default or violation of, any of the Permits, except for any such conflicts,
defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.  Since
September 30, 2008, none of the MoqiZone Corporations have received any
notification with respect to possible conflicts, defaults or violations of
applicable laws, except for notices relating to possible conflicts, defaults or
violations, which conflicts, defaults or violations would not have a Material
Adverse Effect.


    
      
         


      

      
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    m.         Environmental
Matters.  There are, with respect to the MoqiZone Corporations,
no past or present violations of Environmental Laws (as defined below), releases
of any material into the environment, actions, activities, circumstances,
conditions, events, incidents, or contractual obligations which may give rise to
any common law environmental liability or any liability under any environmental
laws of China or other country in which the MoqiZone Corporations conduct
business, and none of the MoqiZone Corporations have received any notice with
respect to any of the foregoing, nor is any action pending or, to the knowledge
of any executive officer of the MoqiZone Corporations, threatened in connection
with any of the foregoing.  The term “Environmental Laws” means all
laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata), including, without limitation, laws relating to
emissions, discharges, releases or threatened releases of chemicals, pollutants
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved
thereunder.  Other than those that are or were stored, used or
disposed of in compliance with applicable law, no Hazardous Materials are
contained on or about any real property currently owned, leased or used by any
of the MoqiZone Corporations, and no Hazardous Materials were released on or
about any real property previously owned, leased or used by any of the MoqiZone
Corporations during the period the property was owned, leased or used by such
MoqiZone Corporations, except in the normal course of their
businesses.  There are no underground storage tanks on or under any
real property owned, leased or used by any of the MoqiZone Corporations that are
not in compliance with applicable law.

     

    n.         Title to
Property.  Each of the MoqiZone Corporations have good and
marketable title to all real property or holds under valid
leases or other rights to use all real property, plants, machinery and equipment
necessary for the conduct of the business of each of the MoqiZone Corporations
as presently conducted and good and marketable title to all personal property
owned by them which is material to the business of such MoqiZone Corporations,
in each case free and clear of all Liens and defects except such as would not
have a Material Adverse Effect.  Any real property and facilities held
under lease by the MoqiZone Corporations are held by them under valid,
subsisting and enforceable leases with such exceptions as would not have a
Material Adverse Effect.

     

    o.         Insurance.  Each
of the MoqiZone Corporations are insured by insurers of recognized financial
responsibility against such losses and risks, including casualty and liability
insurance, and in such amounts as management of such MoqiZone Corporations
believes to be prudent and customary in the businesses in which the MoqiZone
Corporations are engaged.  No executive officer of any of the MoqiZone
Corporations have any reason to believe that its MoqiZone Corporation will not
be able to renew their existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue such businesses at a cost that would not have a Material Adverse
Effect.

     

    p.         Solvency.  Each
of the MoqiZone Corporations (after giving effect to the transactions
contemplated by this Agreement) is solvent (i.e., its assets have a fair
market value in excess of the amount required to pay its probable liabilities on
its existing debts as they become absolute and matured).  Each of the
MoqiZone Corporations (after giving effect to the transactions contemplated by
this Agreement) has the ability to pay its debts from time to time incurred in
connection therewith as such debts mature.

     

    q.         No
Brokers.  Except as set forth in the Memorandum with respect to
the payment of the brokerage commissions and transaction fees the placement
agent (the “Placement
Agent”) and to other broker dealers that are registered to engage in such
activities in the United States, none of the MoqiZone Corporations has taken any
action which would give rise to any claim by any Person for brokerage
commissions, transaction fees or similar payments relating to this Agreement or
the transactions contemplated hereby.


    
      
         


      

      
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    r.         Disclosure.  All
information relating to or concerning the MoqiZone Corporations set forth in
this Agreement and otherwise provided to the Investors in connection with the
transactions contemplated hereby is true and correct in all material respects
and has not omitted to state any material fact necessary in order to make the
statements made herein or therein, in light of the circumstances under which
they were made, not misleading.  No event or circumstance has occurred
or exists with respect to the MoqiZone Corporations or its or their business,
properties, prospects, operations or financial conditions, which, under
applicable law, rule or regulation, requires public disclosure or announcement
but which has not been so publicly announced or disclosed.

     

    B.           By
Trestle and MKM.    Each of Trestle and MKM make the
following representations and warranties to each Investor:

     

    a.      Organization
and Qualification.

     

    (i)              Each
of Trestle and MKM is a corporation or other entity duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as
and where now owned, leased, used, operated and conducted.  Each of
Trestle and MKM are each duly qualified as a foreign corporation to do business
and is in good standing in every jurisdiction in which its ownership or use of
property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.

     

    (ii)              “Material Adverse Effect” means
any material adverse effect on the business, operations, assets, financial
condition or prospects of Trestle or MKM, or on the transactions contemplated
hereby or by the agreements or instruments to be entered into in connection
herewith.

     

    b.         Stock
Ownership.  Upon consummation of the Trestle Exchange
Agreement

     

    (i)           Trestle
will own 100% of the capital stock of the Company; the Company will own 100% of
the capital stock of Mobizone HK, and the Mobizone HK will own 100% of the
capital stock of MoqiZone PRC;

     

    (ii)           the
Company’s shareholders will, in the aggregate, own 95% of the issued and
outstanding Trestle Common Stock, on a fully-diluted basis, (A) after giving
effect to the exercise of all outstanding options and warrants to purchase
Trestle Common Stock, and the conversion into Trestle Common Stock of all
Trestle notes that are or may be issued and outstanding as at the Initial
Closing Date, but (B) before giving effect to the issuance of any Underlying
Shares (the “Trestle
Fully-Diluted Common Stock”);

     

    (iii)           the
outstanding shares of capital stock or similar equity interests of Trestle will
have been validly issued, fully paid and non-assessable; and

     

    (iv)           the
shares of Trestle Fully-Diluted Common Stock issued to the Company’s
shareholders under the Trestle Exchange Agreement shall be owned free and clear
of any lien, claim, mortgage, charge, restriction, pledge, security interest,
option, lease or sublease, claim, right of any third Party, easement,
encroachment or encumbrance or any other right or adverse interest (“Liens”).


    
      
         


      

      
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    c.         Authorization;
Enforcement.  Trestle has all
requisite corporate power and authority to enter into and perform and/or deliver
this Agreement, the Notes, the Certificate of Designations in respect of the
Series A Preferred Stock, the Warrants, the Registration Rights Agreement, and
the Escrow Agreement (collectively, the “Trestle Documents”) and to
consummate the transactions contemplated hereby and thereby and to issue the
Securities, in accordance with the terms hereof and thereof.  The
execution and delivery of the Trestle Documents by Trestle and the consummation
by it of the transactions contemplated hereby and thereby (including without
limitation, the issuance of the Notes and the Warrants and the issuance and
reservation for issuance of the Series A Preferred Stock, the Series B Preferred
Stock, the Conversion Shares issuable upon conversion of the Series A Preferred
Stock, he Series B Preferred Stock and the Warrant Shares issuable upon exercise
of the Warrants) have been duly authorized by Trestle’s Board of Directors and,
except for the mailing of the Information Statement to Trestle stockholders
after approval of the contents thereof by the SEC, no further consent or
authorization of Trestle, its Board of Directors, or its shareholders is
required. This Agreement has been duly executed and delivered by each of Trestle
and MKM by its authorized representative, and such authorized representative is
the true and official representative with authority to sign this Agreement and
the other Trestle Documents executed in connection herewith and bind each of
Trestle and MKM accordingly.  This Agreement constitutes, and upon
execution and delivery by Trestle and MKM and the other Trestle Documents and
Securities, each of such instruments will constitute, a legal, valid and binding
obligation of Trestle am MKM, as applicable, enforceable against each of them in
accordance with its terms.

     

    d.         Issuance
of Underlying Shares.  The Underlying Shares are duly
authorized and reserved for issuance and, upon conversion of the Series A
Preferred Stock and/or Series B Preferred Stock into Conversion Shares and/or
the exercise of the Warrants for Warrant Shares in accordance with their
respective terms and payment of the consideration set forth in the Warrants,
will be validly issued, fully paid and non-assessable, and free from all taxes
and Liens with respect to the issue thereof and shall not be subject to
preemptive rights or other similar rights of other shareholders and will not
impose personal liability upon the holder thereof.

     

    e.         No
Conflicts.  The execution, delivery and performance of this
Agreement and the other Trestle Documents by Trestle and MKM that are party
thereto and the consummation of the Transactions contemplated hereby and thereby
(including, without limitation, the issuance of the Securities and the issuance
and reservation for issuance of the Underlying Shares) will not (i) conflict
with or result in a violation of any provision of the certificate of
incorporation, or articles of associate as amended (the “Articles”) of either of
Trestle or MKM or the by-laws, as amended, (the “By-laws”) of either Trestle or
MKM, or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse of time or
both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement or instrument to which
any of Trestle or MKM is a Party or is otherwise bound or is a beneficiary, or
(iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal, state and foreign securities laws and regulations and
regulations of any self-regulatory organizations to which any of Trestle or MKM
or their its securities are subject) applicable to either of them or by which
any of their respective property or asset is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material
Adverse Effect).  Neither Trestle nor MKM is in violation of its
Articles, By-laws or other organizational documents and neither of them is in
default (and no event has occurred which with notice or lapse of time or both
could put the either of them in default) under, and neither Trestle nor MKM have
taken any action or failed to take any action that would give to others any
rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which either of them is a Party or by
which any of their respective property or assets is bound or affected, except
for possible defaults as would not, individually or in the aggregate, have a
Material Adverse Effect.  The businesses of Trestle and MKM, if any,
are not being conducted in violation of any law, ordinance or regulation of any
governmental entity material to such businesses.  Except as
specifically contemplated by this Agreement and as required under the Securities
Act and any applicable laws of the United States, neither Trestle nor MKM is
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency, regulatory agency, self
regulatory organization or stock market or any third Party, in order for the
execution, delivery or performance of any of its obligations under this
Agreement and the other Trestle Documents in accordance with the terms hereof or
thereof, or to issue and sell the Notes, Series A Preferred Stock, the Series B
Preferred Stock and the Warrants in accordance with the terms hereof and to
issue the Conversion Shares upon conversion of the Series A Preferred Stock
and/or the Warrant Shares upon exercise of the Warrants.  Except for
the filing and effectiveness of the Information Statement, and the filing with
the Secretary of State of the State of Delaware of the Trestle Certificate of
Incorporation and the Series A Certificate of Designations and Trestle Series B
Certificate of Designations, all consents, authorizations, orders, filings and
registrations which either Trestle or MKM is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the date
hereof.


    
      
         


      

      
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    f.         Capitalization.  
The authorized capital stock of Trestle consists of 1,500,000,000 shares of
common stock, par value $0.001 per share and 5,000,000 shares of preferred
stock, par value $0.001 per share.  As of the date of this Memorandum,
Trestle has 143,257,214 shares of Common Stock issued and outstanding, but no
shares of preferred stock issued or outstanding. In addition, Trestle has
outstanding warrants to purchase an aggregate of 816,014 shares of Common Stock
at exercise prices ranging from $0.51 to $5.40 and options to purchase 10,000
shares an exercise price of $67.50 per share Upon filing the amended and
restated Trestle Certificate of Incorporation, the authorized capital stock of
Trestle shall be (A) 1,500,000 shares of Trestle Common Stock, $0.001 par value
per share, and (B) 15,000,000 shares of Trestle Preferred Stock, containing such
rights, designations and privileges as the board of directors of Trestle may,
from time to time, designate.  Upon giving effect to the Trestle
Reverse Stock Split, there shall be issued and outstanding 703,794 shares of
Trestle Common Stock issued and outstanding, owned by approximately 83
shareholders of record, of which MKM shall own an aggregate of approximately
563,000 shares of Trestle Common Stock.

     

    g.         Financial
Information.  Each Investor has been furnished balance sheets
and statements of operations of Trestle as of as of December 31, 2007 and
September 30, 2008, and for the respective fiscal year and nine month periods
then ended.

     

    h.         Absence
of Certain Changes.  Since September 30, 2008, there has been
no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of
operations or prospects of Trestle.

     

    i.         Tax
Status.  Trestle has made or filed all federal, state and
foreign income and all other tax returns, reports and declarations required by
any jurisdiction to which it is subject (unless and only to the extent that the
MoqiZone Corporations have set aside on its Financial Statements provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and has set aside on
its Financial Statements provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply.  There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and none of the
executive officers of Trestle know of any basis for any such
claim.  Trestle has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal,
state or local tax.  None of Trestle’s tax returns is presently being
audited by any taxing authority.

     

    j.         Permits;
Compliance.  Trestle is in possession of all franchises,
grants, authorizations, licenses, permits, easements, variances, exemptions,
consents, certificates, approvals and orders necessary to own, lease and operate
its properties and to carry on its business as it is now being conducted
(collectively, the “Permits”), and there is no
action pending or, to the knowledge of any executive officer of Trestle,
threatened regarding suspension or cancellation of any of the
Permits.  Trestle is not in conflict with, or in default or violation
of, any of the Permits, except for any such conflicts, defaults or violations
which, individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.


    
      
         


      

      
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    k.         Business
Activities.  As disclosed its Exchange Act Filings, Trestle has
been an inactive “shell” corporation and has conducted no active trade or
business.

     

    l.         No
Investment Company.  Neither Trestle or MKM is, and upon the
issuance and sale of the Securities as contemplated by this Agreement will be,
an “investment company” as defined under the Investment Company Act of 1940 (an
“Investment Company”);
nor are they controlled by an Investment Company.

     

    m.         Exchange
Act Filings.    Trestle has fully and timely filed all
annual, quarterly and periodic reports (collectively, “Exchange Act Filings”)
required to be filed by it under the United States Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), and is a
fully-reporting company under Section 12(g) of the Exchange Act.  The
Trestle Common Stock is listed on the FINRA "over-the-counter Bulletin Board
(the “OTCBB”) and no
stop order or notice of suspension of trading of its Common Stock on the OTCBB
has been received from or threatened by any Person.

     

    n.         General
Solicitation.  Neither Trestle nor MKM nor any other Person or
entity authorized by Trestle or MKM to act on its behalf has engaged in a
general solicitation or general advertising (within the meaning of Regulation D
of the Securities Act) of investors with respect to offers or sales of the
Notes, the Series A Preferred Stock or the Warrants.  Neither the Company nor any other
person or entity authorized by the Company to act on its behalf has engaged or
will engage in any directed selling efforts in violation of the requirements of
Regulation S.

     

    o.         Disclosure.  All
information relating to or concerning Trestle and MKM set forth in this
Agreement and otherwise provided to the Investors in connection with the
transactions contemplated hereby is true and correct in all material respects
and has not omitted to state any material fact necessary in order to make the
statements made herein or therein, in light of the circumstances under which
they were made, not misleading.  No event or circumstance has occurred
or exists with respect to Trestle and MKM or its or their business, properties,
prospects, operations or financial conditions, which, under applicable law, rule
or regulation, requires public disclosure or announcement but which has not been
so publicly announced or disclosed.

     

    4.           Information.

     

    a.         Financial
Information.  For so long as any of the Notes or Series A
Preferred Stock are outstanding, Trestle and the Company shall send the
following reports to each holder of the Notes (the “Holders”) the
following:

     

    (i)              At
any time that Trestle or any of its Subsidiaries has a class of securities
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”) or is filing reports with the SEC as required under Section 15(d)
of the Exchange Act, then within three (3) days after the filing with the SEC, a
copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and
any Current Reports on Form 8-K, provided, however, if any
such document is available on the SEC’s EDGAR Filing System then the Company
need not deliver a hard copy of such document to the Holders;


    
      
         


      

      
        - 18
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    (ii)              At
any time that Trestle or the Company does not have a class of securities
registered under Section 12(b) or 12(g) of the Exchange Act and is not required
to file reports with the SEC as required under Section 15(d) of the Exchange Act
(“Non-Reporting
Company”), then (A) within one hundred twenty (120) days after the end of
each of the fiscal years a consolidated audited balance sheet for such fiscal
year and the immediately preceding fiscal year, a consolidated income statement
for such fiscal year and the immediately preceding two fiscal years, a
consolidated cash flow statement for such fiscal year and the immediately
preceding two fiscals year and a consolidated shareholders’ equity statement for
such fiscal year and the immediately preceding two fiscals year, (B) within
sixty (60) days after the end of each of the fiscal quarters (other than a
fiscal quarter which is also the end of the fiscal year of Trestle and the
Company) a consolidated unaudited balance sheet for such fiscal quarter, a
consolidated income statement for such fiscal quarter and a consolidated cash
flow statement for such fiscal quarter, in each case all in accordance with
GAAP, or generally accepted accounting principles, and each certified by the
Chief Executive Officer and Chief Financial Officer as fairly presenting, in all
material respects, the financial condition of the companies being reported on
and their results of operations, subject to, in the case of unaudited financial
statements, changes resulting from normal audit adjustments; and,

     

    (iii)              promptly
upon their becoming available, one copy of (A) each report, notice or proxy
statement sent by Trestle or its Subsidiaries to securities holders generally,
and (B) each registration statement, and each prospectus and all amendments
thereto filed by the Trestle or its Subsidiaries with the SEC, provided, however, if any
such document is available on the SEC’s EDGAR Filing System then the Company
need not deliver a hard copy of such document to the Holders.

     

    b.         Notices
from Governmental Authorities.  Promptly, and in any event
within three (3) Business Days of receipt thereof, Trestle or the Company, as
applicable, shall deliver to each holder of the Notes or Series A Preferred
Stock copies of any notice from any governmental authority alleging a violation
of any order, ruling, statute or other law or regulation that could reasonably
be expected to have a Material Adverse Effect; and

     

    5.           Conditions
to the Company’s Obligation to Sell.  The obligation of the
Company to issue and sell the Notes and the Warrants to an Investor at each of
the Closings (including the Initial Closing) is subject to the satisfaction, at
or before the Initial Closing Date and each subsequent Closing Date of each of
the following conditions thereto, provided that these conditions are for
Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:

     

    a.         The
applicable Investor shall have executed this Agreement, the Registration Rights
Agreement, an Investor Questionnaire) in the form of annexed to the Memorandum
(the “Investor
Questionnaire”) and if applicable, a Regulation S Acknowledgment Form in
the form of Exhibit “F”
annexed hereto and made a part hereof and delivered the same to the
Company.

     

    b.         The
applicable Investor shall have delivered the Purchase Price in accordance with
Section 1(c) above.

     

    c.         The
representations and warranties of the applicable Investor shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date), and the applicable Investor shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the applicable Investor at or prior to the Closing
Date.


    
      
         


      

      
        - 19
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    d.         No
litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated
by this Agreement.

     

    6.           Conditions
to Each Investor’s Obligation to Purchase.  The obligation of
each Investor hereunder to purchase the Notes and the Warrants at each of the
Closings (including the Initial Closing) is subject to the satisfaction, at or
before the Initial Closing Date and each subsequent Closing Date of each of the
following conditions, provided that these conditions are for such Investor’s
sole benefit and may be waived by such Investor at any time in its sole
discretion:

     

    a.         The
Investors shall have received a copy of this Agreement, the Registration Rights
Agreement, and the Investor Questionnaire, duly executed by all applicable
Parties thereto (other than the Investor).

     

    b.         The
Company shall have delivered to such Investor duly executed Notes (in such
denominations as such Investor shall request) and Warrants in accordance with
Section 1(b) above.

     

     

    c.           The
representations and warranties of each of the MoqiZone Group, Trestle and MKM
shall be true and correct in all material respects (provided, however, that such
qualification shall only apply to representations or warranties not otherwise
qualified by materiality) as of the date when made and as of the Closing Date as
though made at such time (except for representations and warranties that speak
as of a specific date) and each of the Parties hereto (other than the Investor)
shall have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Parties at or prior to the Closing
Date.  Such Investor shall have received a certificate or
certificates, executed by the Chief Executive Officer and Chief Financial
Officer of the Company, dated as of the Closing Date, to the foregoing effect
and as to such other matters as may be reasonably requested by such Investor or
its legal counsel.

     

    d.           No
litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated
by this Agreement.

     

    e.           No
event shall have occurred which could reasonably be expected to have a Material
Adverse Effect.

     

    f.           Share
Exchange Agreements.  All of the
transactions contemplated by the MoqiZone Share Exchange Agreement and the
Trestle Share Exchange Agreement shall have been consummated as at the Initial
Closing Date, and all of the shares of Series B Preferred Stock authorized for
issuance pursuant to the Series B Certificate of Designations shall have been
issued to the Company’s shareholders, in exchange for 100% of the share capital
of the Company.

     

    g.           The
Investors shall have received a
certificate executed by the Chief Executive Officer, dated as of the Closing
Date, that the authorized, issued and outstanding share capital of each of the
MoqiZone Corporations as set forth on Schedule
3(e) to this
Agreement is accurate and complete.


    
      
         


      

      
        - 20
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    7.           Covenants.  The Parties hereto
do hereby covenant and agree, as applicable to such Party or Parties) as
follows:

     

    a.           Use of
Proceeds.  The Company shall use the proceeds from the sale of
the Units in the manner set forth in the Offering Memorandum.

     

    b.           Authorization
and Reservation of Shares.  Trestle shall at all times have
authorized, and reserved for the purpose of issuance, a sufficient number of
Underlying Shares of Trestle Common Stock to provide for the full exercise of
the outstanding Series A Preferred Stock, Series B Preferred Stock and Warrants
and issuance of the Conversion Shares and Warrant Shares in connection therewith
Except in the case of combinations of Common Stock (by any reverse stock split,
recapitalization, reorganization, reclassification or otherwise), Trestle shall
not reduce the number of shares of Trestle Common Stock reserved for issuance
upon exercise of the Warrants without the consent of each Investor.

     

    c.           Covenants
of MoqiZone Group.   The Company and the Mobizone HK
Stockholders have each duly executed and delivered the MoqiZone Exchange
Agreement; and such MoqiZone Exchange Agreement remains in full force and
effect.  The Company’s shareholders and Trestle have each duly
executed and delivered the Trestle Exchange Agreement; and such Trestle Exchange
Agreement remains in full force and effect.  As a result of the
transactions contemplated by the MoqiZone Share Exchange Agreement and the
Trestle Share Exchange Agreement (collectively, the “Share Exchange
Agreements”):

     

    (i)           on
the Initial Closing Date, the Company will own 100% of the capital stock of
Mobizone HK, and Mobizone HK will own 100% of the capital stock of MoqiZone PRC;
and

     

    (ii)           upon
consummation of the transactions contemplated by the Trestle Exchange Agreement,
Trestle will own 100% of the capital stock of the Company, the Company will own
100% of the capital stock of Mobizone HK; and Mobizone HK will own 100% of the
capital stock of MoqiZone PRC.

     

    d.           Covenants
of the MoqiZone Group, Trestle and MKM.    Each
member of the MoqiZone Group and each of Trestle and MKM do hereby covenant and
agree as follows:

     

    (i)           At
the Initial Closing and the simultaneous closing of the transactions under the
Trestle Share Exchange Agreement, Trestle will issue to the the Company’s
stockholders all of the shares of Series B Preferred Stock, against delivery of
share certificates evidencing 100% of the share capital of the
Company.

    (ii)           The
10,743,000 shares of Trestle Common Stock (the “Series B Conversion Shares”)
shall be issued to the Company’s stockholders immediately following consummation
of the Trestle Reverse Split, shall represent 95% of the total number of issued
and outstanding shares of Trestle Common Stock, on a fully-diluted basis, as at
the time of conversion.  The remaining 5% of the then outstanding
shares of Trestle Common Stock are publicly traded and are owned by
approximately 83 shareholders of record.

    (iii)           At
the Initial Closing and the simultaneous closing of the transactions under the
Trestle Share Exchange Agreement, all of the Company’s stockholders who are
members of the senior management of MoqiZone Group (the “Management Group”) will
deposit in an escrow account to be maintained by Leser Hunter Taubman &
Taubman, an aggregate of 900 shares of the Series B Preferred Stock (to be
automatically converted into 900,000 shares of Trestle Common
Stock).  Any Performance Shares distributable from the escrow to the
Investors (x) will be delivered to such Investors within ten (10) business days
after the final calculations with respect to the distribution of the Performance
Shares are made, and (y) will be distributed to the Investors pro-rata based by
which the amount of Units purchased by each Investor bears to the total number
of Units sold to all Investors. Performance Shares not distributed to the
Investors will be returned to the Management Group at the end of the Measuring
Period.


    
      
         


      

      
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    (iv)           Promptly
following the earlier of completion of the Maximum Offering or expiration of the
Offering Period, Trestle will file with the Securities and Exchange Commission
(“SEC”) a Form 14C
Information Statement under the Securities Exchange Act of 1934, as amended, and
upon the effectiveness of such Information Statement and the expiration of the
requisite 20 day period following mailing of such Information Statement to the
Trestle shareholders, Trestle will amend and restate the Trestle Certificate of
Incorporation to, among other things:

    (A)           authorize
for issuance 100,000,000 shares of Trestle Common Stock, $0.001 par value per
share, and 10,000,000 shares of Trestle preferred stock (including the Series B
Preferred Stock), containing such rights, preferences and designations as the
board of directors of Trestle may, from time to time designate,

     

    (B)           effect
the Trestle Reverse Split; and

     

    (C)           change
the corporate name of Trestle to MoqiZone Holding
Corporation.

     

    (v)           Each
of the Company’s stockholders and the Trestle Principal Stockholder do hereby
covenant and agree to vote all of their shares of Trestle Common Stock and
shares of Trestle Series B Preferred Stock in favor
of the amended and restated Trestle Certificate of Incorporation, consummation
of the transactions contemplated by the Trestle Share Exchange Agreement, this
Agreement, the Exhibits hereto and all other transactions contemplated by this
Agreement and the Trestle Share Exchange Agreement (collectively, the “Transactions”), and each of
such Company stockholder and the Trestle Principal Stockholder  have
consented in writing to approve the amended and restated Trestle Certificate of
Incorporation, the Trestle Reverse Stock Split and the other
Transactions.

    (vi)           Consummation
of the Trestle Reverse Split shall occur as soon as practicable following the
earlier of consummation of the Maximum Offering or expiration of the Offering
Period, but in no event later than August 31, 2009.

    (vii)           Following
the Trestle Reverse Split and not later than ten days following the automatic
conversion of the Series B Preferred Stock into Series B Conversion
Shares:

    (A)           all
of the issued and outstanding Notes will automatically by their terms be deemed
cancelled,

     

    (B)           all
interest accrued on the Notes (at the rate of 8% per annum) from the date of
issuance to the date of cancellation will be paid at the Company’s option, in
cash or in a shares of Trestle Common Stock valued at $1.80 per share,
and

     

    (C)           each
$1,000 principal amount of cancelled Notes will be exchanged for one share of
Series A Preferred Stock of Trestle.

     

    (viii)           If
all 800 Units are sold by the expiration of the Outside Closing Date, a total of
8,000 shares of Series A Preferred Stock shall be issued which shall be
convertible into an aggregate of 4,444,444 shares of Trestle Common Stock,
subject to anti-dilution adjustment (the “Series A Conversion
Shares”).


    
      
         


      

      
        - 22
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    (ix)           In
the event that, for any reason, the Trestle Reverse Split shall not be
consummated by August 31, 2009, effective as of September 1, 2009, the principal
face amount of each of the Notes issued to each Investor shall be increased by
10% to 110% of the outstanding principal amount of such Notes as at August 31,
2009.  Accordingly each $10,000 Note including in a Unit shall be
increased to $11,000 and the aggregate principal amount of all Notes issued upon
completion of the Offering Period shall have increased to $4,400,000 if only the
Minimum Offering is completed and up to $8,800,000 if all 800 Units and the
Maximum Offering is completed.  Thereafter, and commencing July 1,
2009, the principal amount of the Notes, as so increased, shall be subject to
further increase in principal amount at the rate of one percent (1%) for each
calendar month (or part thereof) following August 2009 that the Trestle Reverse
Split shall not be consummated.  Such Notes, as so increased, shall,
upon consummation of the Trestle Reverse Split, thereafter be automatically
cancelled and exchanged for Series A Preferred Stock, at the rate of one share
of Series A Preferred Stock for each $1,000 of outstanding principal amount of
Notes then outstanding.

     

    (x)           Each
of the MoqiZone Group and Trestle and MKM shall use their collective best
efforts to complete the Trestle Reverse Split as soon as practicable following
the earlier of completion of the Maximum Offering or expiration of the Offering
Period.  The MoqiZone Group shall furnish to Trestle all information
required to be included in the Information Statement.

     

    (xi)           Within
four (4) business days of the Initial Closing Date, the Company shall file with
the SEC, a current report on Form 8-K, including the audited financial
statements of MoqiZone PRC as of December 31, 2007 and 2008, and for the
respective fiscal years then ended (the “MoqiZone Financial Statements”)
disclosing the material terms of the transactions contemplated
hereby.  The MoqiZone Financial Statements shall present fairly, in
all material respects, the assets and liabilities (whether accrued, absolute,
contingent or otherwise) of MoqiZone PRC, on a consolidated basis, as of the
respective dates thereof, and the results of operations and statement of cash
flows of MoqiZone PRC during the periods covered thereby, in all material
respects and shall have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods
indicated.

     

    e.           Additional
Covenants of MKM and Trestle.  By their execution of this
Agreement, MKM and Trestle do hereby jointly and severally covenant and agree
to

     

    (i)           consummate
the Trestle Exchange Agreement on the Initial Closing Date;

     

    (ii)           file
the Form 14C Information Statement with the SEC not later than three (3)
business days following the Outside Closing Date and use its best efforts to
cause such Information Statement to be declared effective by the SEC as soon as
practicable thereafter;

     

    (iii)           promptly
(but in no event later than three (3) business days after the expiration of the
requisite 20 day period following mailing of such Information Statement to the
Trestle shareholders), file with the Secretary of State of the State of Delaware
the Trestle Certificate of Incorporation contemplated by Section 7(d)(iv) above,
and

     

    (iv)           immediately
after the filing of such Trestle Certificate of Incorporation, file with the
Secretary of State of the State of Delaware the Series A Certificate of
Designations and issue certificates evidencing the Series A Preferred Stock to
the Investors and the as soon as legally permissible.

     

    (v)           MKM
has purchased from W Holdings LLC, pursuant to the terms of the share purchase
agreement, dated August 19, 2008 (the “Acquisition of Control
Agreement”) an aggregate of 114,605,772 shares of Trestle Common Stock,
which shall represent not less than eighty percent (80%) of the issued and
outstanding shares of Trestle voting capital stock as at the Initial Closing
Date.


    
      
         


      

      
        - 23
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    f.                Covenants
of the Investors.

     

    (i)           By
their execution of this Agreement, each of the Investors who have executed this
Agreement do hereby covenant and agree that upon the filing of the Series A
Certificate of Designation with the Secretary of State of the State of Delaware,
the Note issued to the Investor signatory hereto and all other Notes issued to
all of Investors in the offering of the Units shall automatically, and without
any further action on the part of the holder(s) thereof, be deemed to be
cancelled and the then outstanding principal amount of such Notes shall be
converted into and exchanged for that number of shares of Company Series A
Preferred Stock issuable to each Investor and all Investors as shall be
determined by dividing (x) the then outstanding principal amount of the Notes
owned by each Investor and all Investors, by (y) the $1,000 per share Series A
Preferred Stock Stated Value.

     

    (ii)           By
their execution of this Agreement, each of the Investors who have executed this
Agreement do hereby acknowledge that [  ] has acted as exclusive
placement agent in connection with the Offering and will receive cash
commissions equal to 8% of the gross proceeds of the Offering (a maximum of
$640,000), a 1% non-accountable expense allowance (a maximum of $80,000), a 1%
management fee and three year warrants to purchase that number of securities
equal to 10% of the aggregate number of securities issued pursuant to the
Memorandum (the “Placement
Agent Warrants”).  The Placement Agent Warrants are exercisable
at $3.00 per share, and subject to the same anti-dilution adjustments set forth
in the Class A Warrants and Class B Warrants.  If all 800 Units are
sold, the Placement Agents Warrants will entitle the Placement Agent to purchase
up to 888,888 shares of Common Stock.

    


    g.           Registration
of Registrable Securities.   Trestle shall register under the
Securities Act of 1933, as amended, all of the Conversion Shares and Warrant
Shares underlying the Series A Preferred Stock and Warrants issued to the
Investor under this Agreement, as well as all of the shares of common stock
underlying the Placement Agent Warrants, pursuant to the Registration Rights
Agreement annexed hereto as Exhibit
“G” and made a part hereof.

    


    h.           Over-Allotment
Rights.   
Notwithstanding anything to the contrary, express or implied, contained in this
Agreement, in order to cover over-allotments in subscriptions received, the
Company, Trestle and the Placement Agent shall have the right to increase the
Maximum Offering of 800 Units for $8,000,000 by as much as 50%, thereby offering
and selling, on or before the June 16, 2009 Outside Closing Date, up to as much
as 1,200 Units for $12,000,000.

    


    8.           Events of
Default.  An “Event of Default” shall exist if any of the
following conditions or events shall occur and be continuing:

     

    a.         the
Company defaults in the payment of the outstanding principal amount of any Note
when the same becomes due and payable on the Maturity Date and such default has
not been cured for fifteen (15) Business Days; or

     

    b.         the
Company or MobiZone Hong Kong defaults in the payment of any interest on any
Note for more than fifteen (15) Business Days after the same becomes due and
payable;

     

    c.         the
Company or MobiZone Hong Kong or Trestle defaults in the payment of cash
interest on any Note in connection with the cancellation of the Notes in
exchange for shares of Series A Preferred Stock; or

     

    
      
         


      

      
        - 24
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    d.         Any
of the MoqiZone Group, Trestle or MKM defaults in the performance of or
compliance with any covenant contained in Section 7, and such
default has not been cured for twenty (20) Business Days after written notice of
default is given to the Company and Trestle; or

     

    e.         any
representation or warranty made by or on behalf of any of the Parties (other
than the Investors) in this Agreement or the other Documents or in any writing
furnished in connection with the transactions contemplated hereby or thereby
proves to have been false or incorrect in any material respect on the date as of
which made, and such condition has not been cured for twenty (20) Business Days
after written notice of default is given to the Company or Trestle;
or

     

    f.         Trestle
or any of the MoqiZone Corporations (i) is generally not paying, or admits in
writing its inability to pay, its debts as they become due, (ii) files, or
consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an assignment
for the benefit of its creditors, (iv) consents to the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or

     

    g.         a
court or governmental authority of competent jurisdiction enters an order
appointing, without consent by Trestle or any of the MoqiZone Corporations, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of Trestle or any of the MoqiZone Corporations, or any
such petition shall be filed against Trestle or any of the MoqiZone Corporations
and such petition shall not be dismissed within three (3) months;
or

     

    h.         a
final judgment or judgments for the payment of money in excess of (U.S.)
$1,000,000 are rendered against Trestle or one or more of the MoqiZone
Corporations, which judgments are not, within three (3) months after entry
thereof, bonded, discharged or stayed pending appeal, or are not discharged
within three (3) months after the expiration of such stay.

     

    9.           Remedies
on Default, Etc.

     

    a.         Default
Interest.  During any period that an Event of Default has
occurred and is continuing, (the “Default Interest”), the
Company shall pay to the holder thereof in cash as liquidated damages and not as
a penalty, at the rate equal to fifteen percent (15%) of the then outstanding
principal amount of Notes or outstanding Series A Preferred Stock Stated Value.
Any Default Interest which is not paid shall not bear any additional
interest.

     

    b.         Other
Remedies.  If any Default or Event of Default has occurred and
is continuing, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in
equity or other appropriate proceeding, whether for the specific performance of
any agreement contained herein or in any Note, or for an injunction against a
violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise.

     

    10.           Registration;
Exchange; Substitution of Notes.

     

    a.           Registration
of Notes.  The Company shall keep at its principal executive
office a register for the registration and registration of transfers of Notes.
The name and address of each holder of one or more Notes, each transfer thereof
and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be deemed
and treated as the owner and holder thereof for all purposes hereof, and the
Company shall not be affected by any notice or knowledge to the
contrary.


    
      
         


      

      
        - 25
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    b.           Transfer
and Exchange of Notes.  Upon surrender of any Note at the
principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or his attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Holder’s expense (except
as provided below), one or more new Notes (as requested by the holder thereof)
in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to
such Person as such holder may request and shall be substantially in the form of
Exhibit “A.”  Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated
the date of the surrendered Note if no interest shall have been paid
thereon.  Notes shall not be transferred in denominations of less than
$50,000, provided that if necessary to enable the registration of transfer by a
holder of its entire holding of Notes, one Note may be in a denomination of less
than $50,000.

     

    c.           Replacement
of Notes.  Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Note (which evidence shall be notice from such holder of such
ownership and such loss, theft, destruction or mutilation), and

     

    (i)              in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, (A) a
Investor, or (B) other Person with a minimum net worth of at least the
then-outstanding principal amount of the Notes so lost, stolen, destroyed or
mutilated, then such Investor’s or other Person’s own unsecured agreement of
indemnity shall be deemed to be satisfactory), or

     

    (ii)              in
the case of mutilation, upon surrender and cancellation thereof, the Company at
its own expense shall execute and deliver, in lieu thereof, a new Note dated and
bearing interest from the date to which interest shall have been paid on such
lost, stolen, destroyed or mutilated Note or dated the date of such lost,
stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

     

    11.           Payment
on Notes.

     

    a.           Place of
Payment.  Subject to Section 11(b), payments of principal and
interest becoming due and payable on the Notes shall be made in U.S. Dollars at
the principal office of the Company.  The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Company in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

     

    b,           Home
Office Payment.  So long as an Investor or its nominee shall be
the holder of any Note, and notwithstanding anything contained in Section 11(a)
or in such Note to the contrary, the Company will pay all sums becoming due on
such Note for principal and interest in U.S. Dollars and by the method and at
the address specified for such purpose below such Investor’s name on the
signature page hereto, or by such other method or at such other address as such
Investor shall have from time to time specified to the Company in writing for
such purpose, without the presentation or surrender of such Note or the making
of any notation thereon, except that upon written request of the Company made
concurrently with or reasonably promptly after payment or prepayment in full of
any Note, such Investor shall surrender such Note for cancellation, reasonably
promptly after any such request, to the Company at its principal executive
office or at the place of payment most recently designated by the Company
pursuant to Section 11(a).

     

    
      
         


      

      
        - 26
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    c.           Allocation
of Prepayment.  In the case of each partial prepayment of the
Notes, the principal amount of the Notes to be prepaid shall be allocated among
all of the Notes at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof not theretofore
called for prepayment.

     

    12.           Indemnification.

     

    a.           Survival.  All
representations, warranties and covenants in this Agreement and the other
Documents will survive the Closing for a period of one (1) year.  The
right to indemnification, payment of Damages (as defined below) or other remedy
based on such representations, warranties and covenants will not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing, with respect to the accuracy or
inaccuracy of or compliance with, any such representation, warranty or
covenant.  The waiver of any condition based on the accuracy of any
representation or warranty, or on the performance of or compliance with any
covenant, shall not affect the right to indemnification, payment of Damages, or
other remedy based on such representations, warranties and
covenants.

     

    b.           Indemnification.  Each of the
Parties (other than the Investors), on  one hand, and the Investors,
on the other hand (collectively, the “Indemnifying Parties”) will
severally indemnify and hold harmless each other, each of their officers,
partners, managers, and all Persons who control (as such term is defined under
the Securities Act or the Exchange Act) such Investor or the Collateral Agents
(each an “Indemnified
Party” and collectively the “Indemnified Parties”), and
will pay to the Indemnified Parties the amount of, any loss, liability, claim,
damage, expense, including costs of investigation and defense and reasonable
attorneys’ fees, (collectively, “Damages”) arising, directly or
indirectly, from or in connection with (i) any breach of any material
representation or warranty made by any of the Indemnifying Parties in this
Agreement or the other Documents, or (ii) any breach by any of the Indemnifying
Parties of any material covenant or obligation of any of the Parties (other than
the Investors) contained in the Notes, the Series A Preferred Stock, the
Warrants, or the Registration Rights Agreement.

     

    c.           Time
Limitations.  The Indemnifying Parties shall have no liability
(for indemnification or otherwise) with respect to any breach of any
representation or warranty, unless on or before the date one (1) year from the
Outside Closing Date, an Indemnified Party provides written notice of a claim
specifying the factual basis of that claim in reasonable detail to the extent
then known by such Indemnified Party.

     

    d.           Procedure
for Indemnification.  If a claim is to be made against any or
all of the Indemnifying Parties under Section 12(b), the Indemnified Party shall
give notice to the Indemnifying Parties of such claim.  In the event
that the Indemnifying Party or Parties objects in writing to any claim for
Damages, the Indemnified Party and such Indemnifying Parties shall attempt in
good faith to resolve the dispute.  The remedies provided in this
Section 12 will not be exclusive of or limit any other remedies that may be
available to the Investors.  When determining Damages under this
Section 13, all materiality qualifiers will be disregarded.

     

    
      
         


      

      
        - 27
-

        
          

        

      

      
         


      

    


    13.           Amendment
and Waiver.

     

    a.           Requirements.  This
Agreement and any other Document may be amended, and the observance of any term
hereof or thereof may be waived (either retroactively or prospectively), with
(and only with) the written consent of the Company and the holders of a majority
of the then-outstanding principal amount of the Notes or Series A Preferred
Stock.

     

    b.           Solicitation
of Holders of Notes.  The Company will provide each holder of
the Notes (irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 13 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

     

    c.           Binding
Effect, Etc.  Any amendment or waiver consented to as provided
in this Section 13 applies equally to all holders of Notes and is binding upon
them and upon each future holder of any Note and upon the Company without regard
to whether such Note has been marked to indicate such amendment or waiver. No
such amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or impair
any right consequent thereon. No course of dealing between the Company and the
holder of any Note nor any delay in exercising any rights hereunder or under any
Note shall operate as a waiver of any rights of any holder of such Note. As used
herein, the term “this Agreement” or “the Agreement” and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.

     

    d.           Notes
Held by Company.  Solely for the purpose of determining whether
the holders of the requisite percentage of the aggregate principal amount of
Notes then outstanding approved or consented to any amendment, waiver or consent
to be given under this Agreement or the Notes, or have directed the taking of
any action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.

     

    14.           Governing Law; Jury
Trial.

     

    a.           Governing
Law.  The validity and interpretation of this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of New York.  Each of the parties hereto and their assigns
hereby consents to the exclusive jurisdiction and venue of the Courts of the
State of New York, located in the City and County of New York and the United
States District Court, Southern District, for the State of New York with respect
to any matter relating to this Agreement and performance of the parties’
obligations hereunder, the documents and instruments executed and delivered
concurrently herewith or pursuant hereto and performance of the parties’
obligations thereunder and each of the parties hereto hereby consents to the
personal jurisdiction of such courts and shall subject itself to such personal
jurisdiction.  Any action, suit or proceeding relating to such matters
shall be commenced, pursued, defended and resolved only in such courts and any
appropriate appellate court having jurisdiction to hear an appeal from any
judgment entered in such courts.  The parties irrevocably waive the
defense of an inconvenient forum to the maintenance of such suit or
proceeding.  Service of process in any action, suit or proceeding
relating to such matters may be made and served within or outside the State of
New York by registered or certified mail to the parties and their
representatives at their respective addresses specified herein, provided that a
reasonable time, not less than thirty (30) days, is allowed for
response.  Service of process may also be made in such other manner as
may be permissible under the applicable court rules.

     

    
      
         


      

      
        - 28
-

        
          

        

      

      
         


      

    


    b.           Waiver of Jury
Trial.  Each Party hereto hereby agrees to waive its respective
rights to a jury trial of any claim or cause of action based upon or arising out
of this Agreement.  The scope of this waiver is intended to be all
encompassing of any disputes that may be filed in any court and that relate to
the subject mater of this Agreement, including without limitation contract
claims, tort claims, breach of duty claims and all other common law and
statutory claims.  Each Party hereto acknowledges that this waiver is
a material inducement for each Party to enter into a business relationship, that
each Party has relied on this waiver in entering into this Agreement and that
each Party will continue to rely on this waiver in their related future
dealings.  Each Party further warrants and represents that it has
reviewed this waiver with its legal counsel, and that such Party knowingly and
voluntarily waives its rights to a jury trial following such
consultation.  This waiver is irrevocable, meaning that,
notwithstanding anything herein to the contrary, it may not be modified either
orally or in writing, and this waiver shall apply to any subsequent amendments,
renewals and supplements or modifications to this agreement.  In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the court.

     

    15.           Miscellaneous.

     

    a.           Legal
Representation and Waiver of Conflicts.   By their
execution of this Agreement, each of the Parties do hereby acknowledge that (A)
Hodgson Russ LLP has acted as United States counsel to the MoqiZone Group in
connection with the Offering and preparation of the Memorandum, this Agreement,
the Exhibits hereto and the Transactions contemplated hereby and thereby, but
does not represent any of the other Parties or any of their Affiliates in
connection with of the Memorandum, this Agreement, the Exhibits hereto or any of
the Transactions contemplated hereby or thereby; (B) Hodgson Russ LLP was
introduced to the MoqiZone Group by the Placement Agent in the Offering; and (C)
Hodgson Russ LLP has represented and may hereafter represent as legal counsel
the Placement Agent, or other entities introduced to it by the Placement Agent
in other transactions, unrelated to the Transactions contemplated
hereby.  By their execution of this Agreement, each of the Parties do
hereby waive any actual or perceived conflict(s) of interest in connection with
the prior, existing and any future business relationships between Hodgson Russ
LLP and THE
PLACEMENT AGENT.  The Parties further acknowledge that (A) THE
PLACEMENT AGENT has been independently represented by Leser Hunter Taubman &
Taubman and that Louis Taubman, Esq. a member of such law firm is a principal
equity owner of THE PLACEMENT AGENT.  The Parties further acknowledge
that the MoqiZone Group have been separately represented as to matters involving
the laws of the People’s Republic of China by the Hun Kun Law Offices, Beijing,
PRC.  Trestle and MKM have been independently represented by Sichenzia
Ross Friedman Ference LLP in connection with this Agreement, the Exhibits
hereto and the Transactions contemplated hereby.  Each of the
Investors covenants and agrees that it has sought the services and advise of its
or his own independent legal counsel in connection with the review of this
Agreement, the Exhibits hereto, the Memorandum and the Transactions contemplated
hereby and thereby, and has not sought and is not relying upon the legal advise
of either Hodgson Russ LLP, the Hun Kun Law Offices, Leser Hunter Taubman &
Taubman or Sichenzia Ross Friedman Ference LLP.

     

    b.           Headings.  The
headings of this Agreement are for convenience of reference only and shall not
form part of, or affect the interpretation of, this Agreement.

     

    c.           Severability.  In
the event that any provision of this Agreement is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute or rule of law.  Any provision
hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


    
      
         


      

      
        - 29
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    d.           Entire
Agreement; Amendments.  This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein.  No provision of this
Agreement may be waived or amended other than by an instrument in writing signed
by the Party to be charged with enforcement.

     

    e.           Notices.  Any
notices required or permitted to be given under the terms of this Agreement
shall be sent by certified or registered mail (return receipt requested) or
delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective five days after being placed in
the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service) or
by facsimile, in each case addressed to a Party.  The addresses for
such communications shall be:

     

    
      
        
          
            
              	
                      If
      to the MoqiZone Group:

                    	
                      Mobizone
      Holdings Limited

                    
	 
      	
                      Unit
      Nos. 301-02, New East Ocean Centre,

                    
	 	

                      No.
      9  Science Museum Road,

                    
	 	

                      T.S.T.,
      Kowloon, Hong Kong

                    
	 
      	
                      Attn:
      Mr. Lawrence Cheung

                    
	 
      	
                      Telephone:
      (852) 27238638

                    
	 
      	
                      Facsimile:
      (852) 27237367

                    
	 
      	 
      
	
                      with
      copies to:

                    	 
      
	 	

                      Hodgson
      Russ LLP

                    
	 	

                      1540
      Broadway, 24th Floor

                    
	 	

                      New
      York, New York 10036

                    
	 	

                      Attn:
      Stephen A. Weiss, Esq.

                    
	 	

                      Telephone:
      (212) 751-4300 
    

                    
	 	

                      Facsimile:
      (212) 751-0928 
    

                    
	
                      If
      to Trestle:

                    	
                      Trestle
      Holdings, Inc.

                    
	 
      	
                      ____________________________

                    
	 
      	
                      ___________________________

                    
	 
      	
                      __________________________

                    
	 
      	
                      Attn:
         ______________, Chief Executive
  Officer

                    
	 
      	
                      Telephone:
      (___) ___-____

                    
	

                       

                    	
                      Facsimile:
      (___) ___-____

                    
	

                      If
      to an Investor:

                    	 
	 	

                      At
      the address of such Investor as is set forth immediately below his
      or its name on the counterpart signature pages
      hereto, 

                    


            

          

        

      

    

    Each
Party shall provide notice to all of the other parties of any change in
address.

     

    f.           Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns.  Neither
of the Parties shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the
other.  Notwithstanding the foregoing, any Investor may assign its
rights hereunder to any Person that purchases any of the Securities in a private
transaction from such Investor or to any of its Affiliates without the consent
of any other Parties hereto, so long as such Investor provides notice of same to
the Company.


    
      
         


      

      
        - 30
-

        
          

        

      

      
         


      

    


    g.           Third
Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

     

    h.           Further
Assurances.  Each Party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other Party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

     

    i.           No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
Party.

     

    j.           Remedies.  The
Parties each acknowledge that a breach by any of them of their respective
obligations hereunder will cause irreparable harm to the other Parties by
vitiating the intent and purpose of the transaction contemplated
hereby.  Accordingly, each of the foregoing Parties acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be
inadequate and agrees, in the event of a breach or threatened breach by any of
such Parties of the provisions of this Agreement, that the harmed Party shall be
entitled, in addition to all other available remedies at law or in equity, to an
injunction or injunctions restraining, preventing or curing any breach of this
Agreement and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security
being required.

     

    k.           Obligations
Several Not Joint.  The obligations
of each Investor under this Agreement are several and not joint with the
obligations of any other Investor, and no Investor shall be responsible in any
way for the performance of the obligations of any other Investor under this
Agreement.  Nothing contained herein, and no action taken by any
Investor pursuant hereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by this
Agreement.  Each Investor shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Investor to be
joined as an additional Party in any proceeding for such
purpose.  Each Investor has been represented by, or has had the
opportunity to be represented by, its own separate legal counsel in its review
and negotiation of all of the Documents.

     

    l.           Counterparts;
Signatures by Facsimile.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement and shall become effective when
counterparts have been signed by each Party and delivered to the other
Party.  This Agreement, once executed by a Party, may be delivered to
the other Party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the Party so delivering this Agreement and such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof..


     

    remainder
of page intentionally left blank


    
      
         


      

      
        - 31
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    IN WITNESS WHEREOF, the
undersigned have caused this Securities Purchase Agreement to be duly executed
as of the date and year first above written.

     

    
      
        
          
            
              
                
                  
                    	
                            MOQIZONE
      HOLDINGS LIMITED

                          	 
      
	
                            (a
      Cayman Islands corporation)

                          	 
      
	 
      	 
      	 
      
	
                            By:

                          	
                               

                          	 
      
	 
      	
                            Name:

                          	
                               

                          	 
      
	 
      	
                            Title:

                          	
                               

                          	 
      
	 
      	 
      	 
      	 
      
	
                            MOBIZONE
      HOLDINGS LIMITED

                          	 
      
	
                            (a
      Hong Kong corporation)

                          	 
      
	 
      	 
      	 
      
	
                            By:

                          	
                               

                          	 
      
	 
      	
                            Name:

                          	
                               

                          	 
      
	 
      	
                            Title:

                          	
                               

                          	 
      
	 
      	 
      	 
      	 
      
	 	 
	 	 
	LAWRENCE
      CHEUNG	 
	 
      	 
      	 
      	 
      
	
                            TRESTLE
      HOLDINGS, INC.

                          	 
      
	 
      	 
      
	
                            By:

                          	
                               

                          	 
      
	 
      	
                            Name:

                          	
                               

                          	 
      
	 
      	
                            Title:

                          	
                               

                          	 
      
	 
      	 
      	 
      	 
      
	
                            MKM
      CAPITAL OPPORTUNITY FUND LTD.

                          	 
      
	 
      	 
      	 
      
	
                            By:

                          	
                               

                          	 
      
	 
      	
                            Name:

                          	
                               

                          	 
      
	 
      	
                            Title:

                          	
                               

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
        - 32
-

        
          

        

      

      
         


      

    


    INVESTOR
SIGNATURE PAGE:

    


    


    [PRINT
NAME OR NAME OF ENTITY]

    


    


    
      
        	
                By:

              	
                   

              	 
      
	
                Name:

              	
                   

              	 
      
	
                Title:

              	
                   

              	 
      


      

    

    


    IF AN
ENTITY - JURISDICTION OF FORMATION:  __________________

    ADDRESS:

    Attn:

    Facsimile:

    Telephone:

    Email:

    


    With
copies of notices to:

    ADDRESS:

    Attn:

    Facsimile:

    Telephone:

    Email:

    


    AGGREGATE SUBSCRIPTION
AMOUNT:

    


    Purchase
Price: (U.S.)$__________

    


    Principal
Amount of Notes: Equal to
Investor’s Purchase Price              (U.S.)$__________

    


    Number of
Class A Warrants: Equal to 50%
of the Principal Amount of Note divided by $2.50 _________

    


    Number of
Class B Warrants:  Equal to 50% of
the  Principal Amount of Note divided $3.00
__________


    
      
         


      

      
        - 33
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    REGULATION
S

    


    RECIPIENT ACKNOWLEDGEMENT
FORM

    


    Each
Investor purchasing Units pursuant to Regulation S under the Securities Act of
1933, as amended must complete, sign and deliver this Regulation S Recipient
Acknowledgement Form (“Acknowledgment”) to the Company along with your Investor
Signature Page.

    


    Mobizone
Holdings

    C/O


    


    Ladies
and Gentlemen:

    


    
      	
               
      

            	
              1.

            	
              Regulation
      S Recipient.  I (sometimes referred to herein as the
      "Recipient") hereby agree to receive Units pursuant to Regulation S (the
      shares of common stock comprising such Units are referred to herein as the
      “Securities”) from Mobizone Holdings, a Delaware corporation (the
      "Company”), on the terms and conditions described herein and in the
      Securities Purchase Agreement dated June 1,
  2009.

            


    

    


    
      	
               
      

            	
              2.

            	
              Disclosure.
      (a) I understand that this offering is made outside the United States and
      may not be made to any “U.S. person” as defined in Rule 902(k) under the
      Securities Act of 1933, as amended (“Securities Act”) (a “Non-U.S.
      Person”);  (b)  The Company may not register any
      transfer of the Securities not made in accordance with Regulation S of the
      Securities Act (“Regulation S”), pursuant to registration under the
      Securities Act, or pursuant to an available exemption to registration;
      provided, however, that if the Securities are in bearer form or foreign
      law prevents the Company from refusing to register the Securities
      transfers, other reasonable procedures are implemented to prevent any
      transfer of the Securities not made in accordance with the Provisions of
      Regulation S.

            


    

    


    
      	
               
      

            	
              3.

            	
              Investor
      Representations and Warranties. I acknowledge, represent and
      warrant to, and agree with, the Company as
  follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (i)
      my principal address is outside the United States, (ii) I was located
      outside the United States at the time any offer to buy the Securities was
      made to me and at the time that the buy order was originated by me, and
      (iii) I am not a “U.S. person” (as defined in Rule 902(k) under the
      Securities Act;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      purchase of the Securities by me will be for my own account or for the
      account of one or more other Non U.S. Persons located outside of the
      United States at the time any offer to buy the Securities was made and at
      the time that the buy order was originated by
  me;

            


    

    
      	
               
      

            	
              (c)

            	
              I
      and any accounts for which I am acting are acquiring the Securities for
      investment purposes and not with a view to distribution thereof or with
      any present intention of offering or selling any of the Securities in
      violation of the Securities Act;

            


    

    


    
      	
               
      

            	
              (d)

            	
              I
      will not engage in hedging transactions involving the Securities unless in
      compliance with the Securities Act;

            


    

    



    
      
         


      

      
        - 34
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              I  understand
      that the Securities are being offered in a transaction not
      involving  any public offering within the United States within
      the meaning of the Securities Act and that the Securities have not been
      registered under the Securities Act and that the Securities will bear the
      following legend:

            


    

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SHARES WERE ISSUED IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PURSUANT TO REGULATION S PROMULGATED UNDER IT.  THE SHARES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  FURTHER, HEDGING
TRANSACTIONS WITH REGARD TO THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.

    


    
      	
               
      

            	
              (f)

            	
              I
      agree to resell the Securities only in accordance with the provisions of
      Regulation S, pursuant to registration under the Securities Act or
      pursuant to an available exemption from
  registration;

            


    

    


    
      	
               
      

            	
              (g)

            	
              I
      acknowledge that you, the Company and others will rely upon my
      confirmation, acknowledgments and agreements set forth herein and I agree
      to notify you promptly if any of MY representations or warranties herein
      cease to be accurate and complete;
and,

            


    

    


    
      	
               
      

            	
              (h)

            	
              I
      understand that the Company is entitled to rely upon this Acknowledgment
      and is irrevocably authorized to produce this Acknowledgment or a copy
      hereof to any interested party in any administrative or legal proceeding
      or official inquiry with respect to the matters covered
      hereby.

            


    

    
      	
               
      

            	
              (i)

            


    

    


    Date:

    


    __________________________

    Investor
Signature

    


    ___________________________

    Investor Name (Please
print)

     

    
      
         


      

      
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