EXHIBIT
D-1

     

     

    CERTIFICATE
OF DESIGNATION,

     

    PREFERENCES
AND RIGHTS

     

    of

     

    SERIES
A CONVERTIBLE PREFERRED STOCK

     

    of

     

    MOQIZONE
HOLDINGS CORPORATION

     

    (formerly,
Trestle Holdings,
Inc.)

     

    (Pursuant
to Section 151 of the

    Delaware
General Corporation Law)

    


    MOQIZONE HOLDINGS CORPORATION
(formerly, Trestle
Holdings, Inc.) a corporation organized and existing under the laws of
the State of Delaware (the “Corporation”), the
certificate of incorporation of which was filed in the office of the Secretary
of State of Delaware on ____ __, ____ and amended and restated in its entirety
on ___________, 2009, hereby certifies that the Board of Directors of the
Corporation (the “Board of Directors”
or the “Board”), pursuant to
authority of the Board of Directors as required by Section 151 of the Delaware
General Corporation Law, and in accordance with the provisions of its
Certificate of Incorporation and Bylaws, each as amended and restated through
the date hereof, has and hereby authorizes a series of the Corporation's
previously authorized 5,000,000 shares of preferred stock, par value $0.01 per
share (the “Preferred
Stock”), and hereby states the designation and number of shares, and
fixes the relative rights, preferences, privileges, powers and restrictions
thereof, as follows:

    


    I.  DESIGNATION
AND AMOUNT

    


    The
designation of this series, which consists of up to Fifteen
Thousand  (15,000) shares of Preferred Stock, is the Series A
convertible voting Preferred Stock (the “Series A Preferred
Stock”) and the stated value amount shall be One Thousand Dollars
($1,000.00) per share (the “Stated Value
“).

    


    II.  CERTAIN
DEFINITIONS

     

    For
purposes of this Certificate of Designation, in addition to the other terms
defined herein, the following terms shall have the following
meanings:

     

    A.           
“Business Day”
means any day, other than a Saturday or Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law,
regulation or executive order to close.

     

    B.           “Bloomberg” shall mean
Bloomberg, L.P. (or any successor to its function of reporting stock
prices).


    
      
         


      

      
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    C.           “Common Stock,” means
the common stock of the Corporation, $0.001 par value per share, or any shares
resulting from any subdivision or combination of such Common Stock, or in the
case of any reorganization, reclassification, consolidation, merger, or sale of
the character referred to in Section VII of this Certificate.

     

    D.           “Conversion Date”
means, for any Conversion other than a Mandatory Conversion, the date specified
in the notice of conversion in the form attached hereto (the “Notice of
Conversion”), so long as a copy of the Notice of Conversion is faxed (or
delivered by other means resulting in notice) to the Corporation before 11:59
p.m., New York City time, on the Conversion Date indicated in the Notice of
Conversion; provided, however,
that if the Notice of
Conversion is not so faxed or otherwise delivered before such time, then
the Conversion Date shall be the date the Holder faxes or otherwise delivers the
Notice of Conversion to the Corporation

     

    E.           “Conversion Price”
means $1.80, or such other dollar amount into which such Conversion Price may be
adjusted pursuant to Article VIII of this Certificate.

     

    F.           “Conversion Shares”
means such number of shares of Common Stock into which any shares of Series A
Preferred Stock shall be converted.

     

    G.           “Holder” shall mean
one or more holder(s) of shares of Series A Preferred Stock.

     

    H.           “Issuance Date” means
three (3) Business Days following the filing of this Series A Certificate of
Designation with the Secretary of State of the State of Delaware, as
contemplated by the Securities Purchase Agreement, pursuant to which the
Corporation issued and such Investors purchased, inter alia, 8% convertible
exchangeable notes due March 31, 2011 (the “Notes”), the aggregate
outstanding principal amount of which Notes as at the Issuance Date are to be
cancelled and to be exchanged for that number of shares of Series A Preferred
Stock determined by dividing the then aggregate outstanding principal amount of
such Notes by the Stated Value upon the terms and conditions stated
therein.

     

    I.           “Majority Holders”
means the Holders of a majority of the then outstanding shares of Series A
Preferred Stock.

     

    J.           “Market Price” means,
as of any Trading Day, (i) the average of the last reported sale prices for the
shares of Common Stock on a national securities exchange which is the principal
trading market for the Common Stock for the five (5) Trading Days immediately
preceding such date as reported by Bloomberg or (ii) if no national securities
exchange is the principal trading market for the shares of Common Stock, the
average of the last reported sale prices on the principal trading market for the
Common Stock during the same period as reported by Bloomberg, or (iii) if market
value cannot be calculated as of such date on any of the foregoing bases, the
Market Price shall be the fair market value as reasonably determined in good
faith by (A) the Board of Directors of the Corporation, or (B) at the option of
a majority-in-interest of the holders of the outstanding Series A Preferred
Stock by an independent investment bank of nationally recognized standing in the
valuation of businesses similar to the business of the
Corporation.  The manner of determining the Market Price of the Common
Stock set forth in the foregoing definition shall apply with respect to any
other security in respect of which a determination as to market value must be
made hereunder.

     

    K.           “Original Issue Price”
mean the sum of $10.00, representing the aggregate purchase price for each share
of Series A Preferred Stock at the Stated Value.


    
      
         


      

      
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    L.           “Registration Rights
Agreement” means the Registration Rights Agreement, dated as of June 1,
2009, by and among the Corporation and the initial Holders of Series A Preferred
Stock.

     

    M.           “Securities Purchase
Agreement”  means that certain Securities Purchase Agreement,
dated as of June 1, 2009, by and among the Corporation and the other Parties
thereto, including the Investors named therein.  Unless otherwise
defined in this Series A Preferred Stock Certificate of Designations, all
capitalized terms, when used herein shall have the same meaning as they are
defined in the Securities Purchase Agreement.

     

    N.           “Trading Day” shall
mean any day on which the Common Stock is traded for any period on the principal
securities exchange or other securities market on which the Common Stock is then
being traded.

     

    
      III.  CONVERSION

    

     

    A.           Voluntary
Conversion

     

    (i)           Conversion.                                Holders
of shares of Series A Preferred Stock may at their option convert all or any
portion of their shares of Series A Preferred Stock into Common Stock of the
Corporation at any time or from time to time, following the Issuance Date (a
“Conversion”).

     

    (ii)           In
the event of a Conversion, each of the shares of Series A Preferred Stock shall
be convertible into that number of Conversion Shares as shall be determined
by:

     

    (x)           multiplying
the number of shares of Series A Preferred Stock being converted, by the
$1,000.00 Stated Value per share of Series A Preferred Stock; and

     

    (y)           dividing
the product of (x) above, by the Conversion Price per share, in effect as of the
date an Investor faxes (or otherwise delivers) a Notice of Conversion to the
Corporation.

     

    The
foregoing formula shall be subject to adjustment as provided in clause (v) of
Paragraph B below.

     

    B.           Mechanics of Voluntary
Conversion. In order to effect an Conversion, a Holder of shares of
Series A Preferred Stock shall: (i) fax (or otherwise deliver) a copy of the
fully executed Notice of Conversion to the Corporation (Attention: Secretary)
and (ii) surrender or cause to be surrendered the original certificates
representing the Series A Preferred Stock being converted (the “Series A Preferred Stock
Certificates”), duly endorsed, along with a copy of the Notice of
Conversion as soon as practicable thereafter to the Corporation.  Upon
receipt by the Corporation of a facsimile copy of a Notice of Conversion from a
Holder, the Corporation shall promptly send, via facsimile, a confirmation to
such Holder stating that the Notice of Conversion has been received, the date
upon which the Corporation expects to deliver the Common Stock issuable upon
such conversion and the name and telephone number of a contact person at the
Corporation regarding the conversion.  The Corporation shall not be
obligated to issue shares of Common Stock upon a conversion unless either the
Series A Preferred Stock Certificates are delivered to the Corporation as
provided above, or the Holder notifies the Corporation that such Series A
Preferred Stock Certificates have been lost, stolen or destroyed and delivers
the documentation to the Corporation required by Article X. B
hereof.


    
      
         


      

      
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    (i)           Delivery of Common Stock
Upon Conversion. Upon the surrender of Series A Preferred Stock
Certificates accompanied by a Notice of Conversion, the Corporation (itself, or
through its transfer agent, as appropriate) shall, no later than the later of
(a) the fifth (5th) Business Day following the Conversion Date and (b) the
Business Day immediately following the date of such surrender (or, in the case
of lost, stolen or destroyed certificates, after provision of indemnity pursuant
to Article XI B) (the “Delivery Period”),
issue and deliver (i e., deposit with a nationally recognized overnight courier
service portage prepaid) to the Holder or its nominee (x) that number of shares
of Common Stock issuable upon conversion of such shares of Series A Preferred
Stock being converted and (y) a certificate representing the number of shares of
Series A Preferred Stock not being converted, if any.  Notwithstanding
the foregoing, the Holder of Series A Preferred Stock shall, for all purposes,
be deemed to be a record owner of that number of shares of Common Stock issuable
upon conversion of those shares of Series A Preferred Stock set forth in the
Conversion Notice as at the date of such Conversion Notice.  In
addition, if the Corporation's transfer agent is participating in the Depository
Trust Corporation (“DTC”) Fast Automated
Securities Transfer program, and so long as the certificates therefor do not
bear a legend (pursuant to the terms of the Securities Purchase Agreement) and
the Holder thereof is not then required to return such certificate for the
placement of a legend thereon (pursuant to the terms of the Securities Purchase
Agreement), the Corporation shall cause its transfer agent to promptly
electronically transmit the Common Stock issuable upon conversion to the Holder
by crediting the account of the Holder or its nominee with DTC through its
Deposit Withdrawal Agent Commission system (“DTC
Transfer”).  If the aforementioned conditions to a DTC Transfer
are not satisfied, the Corporation shall deliver as provided above to the Holder
physical certificates representing the Common Stock issuable upon conversion.
Further, a Holder may instruct the Corporation to deliver to the Holder physical
certificates representing the Common Stock issuable upon conversion in lieu of
delivering such shares by way of DTC Transfer.

     

    (ii)           Taxes. The
Corporation shall pay any and all taxes that may be imposed upon it respect to
the issuance and delivery of the shares of Common Stock upon the conversion of
the Series A Preferred Stock.

     

    (iii)           No Fractional
Shares.  If any conversion of Series A Preferred Stock would
result in the issuance of a fractional share of Common Stock (aggregating all
shares of Series A Preferred Stock being converted pursuant to a given Notice of
Conversion), such fractional share shall be payable in cash based upon the
Conversion Price per share, and the number of shares of Common Stock issuable
upon conversion of the Series A Preferred Stock shall be the next lower whole
number of shares.  If the Corporation elects not to, or is unable to,
make such a cash payment, the Holder shall be entitled to receive, in lieu of
the final fraction of a share, one whole share of Common Stock.

     

    (iv)           Conversion
Disputes.   In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of Common
Stock in accordance with subparagraph (i) above as are not disputed. If such
dispute involves the calculation of the Conversion Price, and such dispute is
not promptly resolved by discussion between the relevant Holder and the
Corporation, the Corporation and the Holder shall submit their disputed
calculations to an independent outside accountant via facsimile within three
Business Days of receipt of the Notice of Conversion. The accountant, at the
Corporation's sole expense, shall promptly audit the calculations and notify the
Corporation and the Holder of the results no later than three Business Days from
the date it receives the disputed calculations. The accountant's calculation
shall be deemed conclusive, absent manifest error. The Corporation shall then
issue the appropriate number of shares of Common Stock in accordance with
subparagraph (i) above.

     

    (v)           Payment of Accrued
Amounts.  Upon conversion of any shares of Series A Preferred
Stock, all amounts then accrued or payable on such shares under this Certificate
of Designation (including, without limitation, all Dividends) or the
Registration Rights Agreement through and including the Conversion Date shall be
paid by the Corporation in cash or at the Corporation's option in stock, or, in
the case of any Dividend, in the manner described in Article III.  In
the event that the Corporation elects to effect a payment-in-kind, the number of
fully paid and non-assessable shares of Common Stock due shall be determined in
accordance with the following formula:


    
      
         


      

      
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    (A)           multiplying
the number of shares of Series A Preferred Stock being converted, by the sum of
(x) the $1,000.00 Stated Value per share of Series A Preferred Stock, and (y)
the product of multiplying the per share dollar value of all accrued dividends
that was paid in additional shares of Preferred Stock; and the number of shares
of Series A Preferred Stock being converted; and

     

    (B)           dividing
the product of (A) above, by the Conversion Price per share, in effect as of the
date a Notice of Conversion shall be given to the Corporation.

     

    C.           Mandatory Conversion.
Subject to Section D of this Article III, the number of outstanding shares of
Series A Preferred Stock referred to below in Section C of this Article
III:  (i) on the Mandatory Conversion Date shall, automatically and
without any action on the part of the holder thereof, convert into a number of
fully paid and non-assessable shares of Common Stock equal to the quotient of
(i) the Liquidation Preference Amount of the number of shares of Series A
Preferred Stock being converted on the Mandatory Conversion Date divided by (ii)
the Conversion Price in effect on the Mandatory Conversion Date.

     

    (i)           As
used herein, "Mandatory Conversion
Date" shall mean, with respect to all outstanding shares of Series A
Preferred Stock at such time, that date that is three (3) years following the
Issuance Date; provided, that, (i) the
registration statement providing for the resale of shares of the Common Stock
issuable upon conversion of the Series A Preferred Stock is effective and has
been effective, without lapse or suspension of any kind, for a period sixty (60)
consecutive calendar days, or the shares of Common Stock into which the Series A
Preferred Stock can be converted may be offered for sale to the public pursuant
to Rule 144 ("Rule 144") under the Securities Act of 1933, as amended, (ii)
trading in the Common Stock shall not have been suspended by the Securities and
Exchange Commission or the OTC Bulletin Board (or other exchange or market on
which the Common Stock is trading), and (iii) the Company is in material
compliance with the terms and conditions of this Certificate of Designation and
the other Transaction Documents (as defined in the Securities Purchase
Agreement).  Notwithstanding the foregoing, the Mandatory Conversion
Date shall be extended for as long as (a) a Triggering Event (as defined below)
shall have occurred and be continuing, or (b) any event shall have occurred and
be continuing which with the passage of time and the failure to cure would
result in a Triggering Event.  The Mandatory Conversion Date and the
Voluntary Conversion Date collectively are referred to in this Certificate of
Designation as the "Conversion Date."

     

    
      	
               
      

            	
              (A)

            	
              "Triggering
      Event".  A "Triggering Event" shall be deemed to have
      occurred at such time as any of the following
  events:

            


    

     

    
      	
               
      

            	
              (a)

            	
              so
      long as any shares of Series A Preferred Stock are outstanding, the
      effectiveness of the Registration Statement, after it becomes effective,
      (i) lapses for any reason (including, without limitation, the issuance of
      a stop order) and such lapse continues for a period of twenty (20)
      consecutive trading days, or (ii) is unavailable to the holder of the
      Series A Preferred Stock for sale of the shares of Common Stock, and such
      lapse or unavailability continues for a period of twenty (20) consecutive
      trading days, and the shares of Common Stock into which such holder's
      Series A Preferred Stock can be converted cannot be sold in the public
      securities market pursuant to Rule 144 (“Rule 144”) under the Securities
      Act of 1933, as amended, provided that
      the cause of such lapse or unavailability is not due to factors solely
      within the control of such holder of Series A Preferred
    Stock.

            


    


    
      
         


      

      
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              (b)

            	
              the
      suspension from listing, without subsequent listing on any one of, or the
      failure of the Common Stock to be listed on at least one of, the OTC
      Bulletin Board, the Nasdaq Global Market, the Nasdaq Capital Market, or
      any of the NYSE Euronext’s exchanges for a period of five (5) consecutive
      trading days;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company's notice to any holder of Series A Preferred Stock, including by
      way of public announcement, at any time, of its inability to comply or its
      intention not to comply with proper requests for conversion of any Series
      A Preferred Stock into shares of Common Stock;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Company's failure to comply with a Conversion Notice tendered in
      accordance with the provisions of this Certificate of Designation within
      ten (10) business days after the receipt by the Company of the Conversion
      Notice and the Preferred Stock Certificates;
or

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company deregisters its shares of Common Stock and as a result such shares
      of Common Stock are no longer publicly traded;
  or

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Company consummates a “going private” transaction and as a result the
      Common Stock is no longer registered under Sections 12(b) or 12(g) of the
      Securities Exchange Act of 1934, as amended;
or

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Company breaches any representation, warranty, covenant or other term or
      condition of the Securities Purchase Agreement, this Certificate of
      Designation or any other agreement, document, certificate or other
      instrument delivered in connection with the transactions contemplated
      thereby or hereby, except to the extent that such breach would not have a
      Material Adverse Effect (as defined in the Securities Purchase Agreement)
      and except, in the case of a breach of a covenant which is curable, only
      if such breach continues for a period of a least ten (10) business
      days.

            


    

     

    (ii)          On
the Mandatory Conversion Date, the outstanding shares of Series A Preferred
Stock shall be converted automatically without any further action by the holders
of such shares and whether or not the certificates representing such shares are
surrendered to the Company or its Transfer Agent; provided, however, that the
Company shall not be obligated to issue the shares of Common Stock issuable upon
conversion of any shares of Series A Preferred Stock unless certificates
evidencing such shares of Series A Preferred Stock are either delivered to the
Company or the holder notifies the Company that such certificates have been
lost, stolen, or destroyed, and executes an agreement satisfactory to the
Company to indemnify the Company from any loss incurred by it in connection
therewith.  Upon the occurrence of a Mandatory Conversion of the
Series A Preferred Stock pursuant to this Section III, the holders of the Series
A Preferred Stock shall surrender the certificates representing the Series A
Preferred Stock for which the Mandatory Conversion Date has occurred to the
Company and the Company shall cause its Transfer Agent to deliver the shares of
Common Stock issuable upon such conversion (in the same manner set forth in
Section III.B) to the holder within three (3) business days of the holder's
delivery of the applicable Preferred Stock Certificates.


    
      
         


      

      
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    D.           Limitations on
Conversion.

     

    (i)           Notwithstanding
anything to the contrary set forth in this Certificate, at no time may a Holder
of Series A Preferred Stock convert their shares of Series A Preferred Stock if
the number of shares of Common Stock to be issued pursuant to such conversion
would cause the number of shares of Common Stock owned by such Holder at such
time to exceed, when aggregated with all other shares of Common Stock owned by
such Holder and its affiliates at such time, the number of shares of Common
Stock which would result in such Holder, its affiliates, any investment manager
having discretionary investment authority over the accounts or assets of such
Holder, or any other persons whose beneficial ownership of Common Stock would be
aggregated with such Holder’s for purposes of Section 13(d) and Section 16 of
the Exchange Act, beneficially owning (as determined in accordance with Section
13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the
then issued and outstanding shares of Common Stock; provided, however, that upon
a Holder of Series A Preferred Stock providing the Corporation with sixty-one
(61) days notice (pursuant to this certificate) (the “Waiver Notice”) that such
Holder would like to waive this Section C(b) with regard to any or all shares of
Common Stock issuable upon conversion of Series A Preferred Stock, this Section
C(b) shall be of no force or effect with regard to those shares of Series A
Preferred Stock referenced in the Waiver Notice.

     

    E.           Concerning the Conversion
Shares.

     

    (i)           Legend.  The
Conversion Shares issuable upon conversion of the Preferred Stock may not be
sold or transferred unless (A) such shares are sold pursuant to an effective
registration statement under the Securities Act, or (B) the Corporation or its
transfer agent shall have been furnished with an opinion of counsel (which
opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration or (C) such shares are sold or transferred pursuant to Rule
144 under the Securities Act (or a successor rule) (“Rule 144”) or (D) such
shares are sold or transferred outside the United States in accordance with
Regulation S under the Securities Act, or (E) such shares are transferred to an
“affiliate” (as defined in Rule 144) of the Corporation who agrees to sell or
otherwise transfer the shares only in accordance with this
Section.  Except as otherwise provided herein (and subject to the
removal provisions set forth below), until such time as the Conversion Shares
have been registered under the Securities Act of 1933, as amended (the “Act”) as contemplated
by the Registration Rights Agreement, or otherwise may be sold pursuant to Rule
144 without any restriction as to the number of securities as of a particular
date that can then be immediately sold, each certificate for Conversion Shares
that has not been so included in an effective registration statement or that has
not been sold pursuant to an effective registration statement or an exemption
that permits removal of the legend, shall bear a legend substantially in the
following form, as appropriate:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”).  THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES
AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

     

    (ii)           Removal of
Legend.  The legend set forth above shall be removed and the
Corporation shall issue to the Holder a new certificate therefor free of any
transfer legend only if (A) the Corporation or its transfer agent shall have
received an opinion of counsel, in form, substance and scope acceptable to the
Corporation, to the effect that a public sale or transfer of such Conversion
Shares may be made without registration under the Act and the shares are so sold
or transferred, or (B) the Conversion Shares are registered for sale by the
Holder under an effective registration statement filed under the Act. Nothing in
the Preferred Stock shall affect in any way the Holder’s obligations to comply
with applicable prospectus delivery requirements upon the resale of the
securities referred to herein.


    
      
         


      

      
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      IV.  RESERVATION
OF SHARES OF COMMON STOCK

    

    


    A.           Reserved
Amount.   On or prior to the Issuance Date, the
Corporation shall reserve not less than 12,000,000 shares of its authorized but
unissued shares of Common Stock for issuance upon conversion of the Series A
Preferred Stock, and, thereafter, the number of authorized but unissued shares
of Common Stock so reserved (the “Reserved Amount”)
shall at all times be sufficient to provide for the full conversion of all of
the Series A Preferred Stock (including any Dividend payable thereon)
outstanding at the current Conversion Price thereof.

     

    B.           Increases to Reserved
Amount. During the period that the Corporation remains privately held and
not listed on any recognized stock exchange in the United States or abroad or
the OTC Bulletin Board, the Corporation shall, twice annually, review the
Reserved Amount for any stock splits, or dividends on the Series A Preferred
Stock, or similar situations to determine whether the Reserved Amount needs to
be increased.

     

    
      V.  RANK

    

     

    All
shares of the Series A Preferred Stock shall rank (i) senior to
the Corporation's Series B Preferred Stock, the Corporation’s Common Stock and
any other class of securities which is specifically designated as junior to the
Series A Preferred Stock (collectively, with the Common Stock, the “Junior Securities”);
(ii) senior to
or pari
passu with
any other class or series of Preferred Stock of the Corporation hereafter
created specifically ranking, by its terms, on parity with the Series A
Preferred Stock (the “Pari Passu
Securities”); and (iii) junior to
any class or series of capital stock of the Corporation hereafter created (with
the written consent of the Majority Holders obtained in accordance with Article
IX hereof) specifically ranking, by its terms, senior to the Series A Preferred
Stock (collectively, the “Senior Securities”),
in each case as to distribution of assets upon liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary.

     

    
      VI.  LIQUIDATION
PREFERENCE

    

     

    A.           In
the event of a merger, sale (of substantially all assets or stock), any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, then, either (i) after any distribution or payment on Senior
Securities, (ii) simultaneous with any distribution or payment on Pari Passu
Securities, and (iii) before any distribution or payment shall be made to the
Holders of the Common Stock or any other Junior Securities, each Holder of
Series A Preferred Stock then outstanding shall be entitled to be paid, out of
the assets of the Corporation available for distribution to its stockholders, an
amount (the “Liquidation
Preference”) equal to (i) aggregate number of shares of Series A
Preferred Stock then outstanding multiplied by its Stated Value per share; and
(ii) any accrued but unpaid Dividends.  If the assets of the
Corporation are not sufficient to generate cash sufficient to pay in full the
Liquidation Preference, then the Holders of Series A Preferred Stock shall share
ratably (together with holders of any Pari Passu Securities) in any distribution
of cash generated by such assets in accordance with the respective amounts that
would have been payable in such distribution as if the amounts to which the
Holders of outstanding shares of Series A Preferred Stock are entitled were paid
in full.


    
      
         


      

      
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      VII.  ADJUSTMENTS

    

     

    The
Conversion Price and the number of Conversion Shares, as the case may be, shall
be subject to adjustment from time to time as provided in this Section VII;
provided, that the
anti-dilution adjustments contemplated by Section E below shall expire on a date
which shall be the twelve (12) month anniversary of the effective date of the
Registration Statement.   In the event that any adjustment of the
Conversion Price as required herein results in a fraction of a cent, such
Conversion Price shall be rounded down to the nearest cent.

     

    A.           Reorganization,
Consolidation, Merger, etc.; Reclassification.  In case at any
time or from time to time, the Corporation shall effect any merger,
reorganization, restructuring, reverse stock split, consolidation, sale of all
or substantially all of the Corporation’s assets or any similar transaction or
related transactions (each such transaction, a “Fundamental Change”),
then, in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the Corporation
whereby the Holder of the Series A Preferred Stock, on the exercise hereof, at
any time after the consummation of such Fundamental Change, shall receive, in
lieu of the Conversion Shares issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation of a Fundamental Change if such Holder had so exercised the Series
A Preferred Stock, immediately prior thereto.

     

    If the
Corporation at any time shall, by reclassification or otherwise, change the
Common Stock into the same or a different number of securities of any class or
classes that may be issued or outstanding, the Series A Preferred Stock shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.

    


    B.           Dissolution.  In
the event of any dissolution of the Corporation following the transfer of all or
substantially all of its properties or assets, the Corporation, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable by
the Holder of the Series A Preferred Stock after the effective date of such
dissolution pursuant to this Article to a bank or trust company (a “Trustee”) as
trustee for the Holder of the Series A Preferred Stock.

     

    C.           Continuation of
Terms.  Upon any Fundamental Change or transfer (and any
dissolution following any transfer) referred to in this Article, the Series A
Preferred Stock shall continue in full force and effect and the terms hereof
shall be applicable to any other securities and property receivable on the
exercise of the Series A Preferred Stock after the consummation of such
Fundamental Change or transfer or the effective date of dissolution following
any such transfer, as the case may be, and shall be binding upon the issuer of
any other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the
Corporation, whether or not such person shall have expressly assumed the terms
of the Series A Preferred Stock as provided in Section 4(d). In the event the
Series A Preferred Stock does not continue in full force and effect after the
consummation of the transaction described in this Section, then only in such
event will the Corporation’s securities and property (including cash, where
applicable) receivable by the Holder of the Warrants be delivered to the Trustee
as contemplated by Section 4(b).


    
      
         


      

      
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    D.           Extraordinary Events
Regarding Common Stock.  In the event that the Corporation
shall (a) issue additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding shares
of Common Stock, or (c) combine its outstanding shares of the Common Stock into
a smaller number of shares of the Common Stock, then, in each such event, the
Conversion Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Conversion Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Conversion Price then in effect. The Conversion
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described in this Section VIID. The number of
Conversion Shares that the Holder of the Series A Preferred Stock shall
thereafter, on the exercise hereof as provided in this Section, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
Conversion Shares that would otherwise (but for the provisions of this Section)
be issuable on such exercise by a fraction of which (a) the numerator is the
Conversion Price that would otherwise (but for the provisions of this Section)
be in effect, and (b) the denominator is the Conversion Price in effect on the
date of such exercise.

     

    E.           Subsequent
Offerings.  If the Corporation shall issue any shares of its
Common Stock, or any other note, debenture, warrant, option or other security
that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive Common Stock (each a “Common Stock
Equivalent” and collectively, “Common Stock
Equivalents”) at a price per share that shall be less than the Conversion
Price in effect on such date (the “Subsequent Offering
Price”), the Conversion Price shall be adjusted downward to a price
determined by multiplying the Conversion Price by the following quotient
(expressed in decimal form):

     

    (a).           the
sum of (i) the Conversion Price in effect before the issuance of such new
securities multiplied by the number of shares of the Corporation’s Common Stock
then issued and outstanding and (ii) the consideration, if any, received by or
deemed to have been received by the Corporation on the issue of such new Common
Stock or Common Stock Equivalent by:

     

    (b).           the
sum of (i) the number of shares of the Corporation’s Common Stock then issued
and outstanding immediately prior to the issuance of such new securities and
(ii) the number of additional shares of Common Stock issued or issuable in
connection with the issuance of such Common Stock Equivalents.

     

    Notwithstanding
the foregoing, no adjustment in the Conversion Price shall be made for shares of
Common Stock issued or Common Stock Equivalents issued, in connection with any
of the following: (a) Common Stock or Common Stock Equivalents issued or
issuable in connection with any securities that are outstanding as at the
Issuance Date of the Series A Preferred Stock, (b) Common Stock or Common Stock
Equivalents issued or issuable under the Securities Purchase Agreement
(including the Series B Preferred Stock or Warrants); (c) Common Stock or Common
Stock Equivalents issued or issuance as “Performance Warrants”
(described in the Memorandum) and/or pursuant to an employee benefit plan,
approved by the Corporation’s board of directors, for directors, officers,
employees, advisors or consultants of the Corporation, (d) payment of interest
on any outstanding Notes or dividends on outstanding shares of Series A
Preferred Stock, (e) Common Stock or Common Stock Equivalents issued or issuable
in full or partial consideration in connection with a merger, consolidation or
purchase of substantially all of the securities or assets of a corporation or
other entity or (f) any warrants issued to the placement agent and its designees
for the transactions contemplated by the Securities Purchase
Agreement.

     

    For
purposes of this Section, the term “Conversion Price” shall mean initially
$1.80, subject to adjustment in the event that any of the anti-dilution
provisions of this Article VII shall have resulted in a change in such
Conversion Price prior to the occurrence of any event that would represent an
additional adjustment in such Conversion Price, as so adjusted.


    
      
         


      

      
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    F.           Notice of
Adjustment.  Upon the occurrence of any event which requires
any adjustment of the Conversion Price, then, and in each such case, the
Corporation shall give notice thereof to the Holder of the Series A Preferred
Stock, which notice shall state the Conversion Price resulting from such
adjustment and the increase or decrease in the number of Conversion Shares
purchasable at such price upon exercise, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.  Such calculation shall be certified by the Chief Financial
Officer of the Corporation.

     

    G.           Minimum Adjustment of
Conversion Price.  No adjustment of the Conversion Price shall
be made in an amount of less than 1% of the Conversion Price in effect at the
time such adjustment is otherwise required to be made, but any such lesser
adjustment shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which, together with any adjustments so
carried forward, shall amount to not less than 1% of such Conversion
Price.

     

    H.           No Fractional
Shares.  No fractional shares of Common Stock are to be issued
upon the conversion of Series A Preferred Stock, but the Corporation shall pay a
cash adjustment in respect of any fractional share which would otherwise be
issuable in an amount equal to the same fraction of the average Market Price per
share of the Common Stock for the five (5) Trading Days immediately prior to the
date of such exercise.

     

    
      VIII.  VOTING
RIGHTS

    

     

    A.           Holders
of the Series A Preferred Stock shall vote together as a separate class on all
matters which impact the rights, value, or ranking of the Series
A Preferred Stock, as provided herein.

     

    B.           Holders
of the Series A Preferred Stock shall also vote, together with the
Common Stock, on an “as converted” basis, together, as a single class, in
connection with any proposal submitted to the stockholders of the
Corporation.

     

    C.           Except
as set forth in Sections A and B of this Article VII, the Series A Preferred
Stock shall have no other voting rights or other rights to consent to any matter
to which stockholders of the Corporation may vote upon or consent
to.

     

    D.           The
provisions of Section C of this Article VII shall not be applicable if the
implementation thereof would cause the Corporation to be in violation of any
rule, regulation or policy of the National Association of Securities Dealers,
Inc. (“NASD”)
or the United States Securities and Exchange Commission.

     

    
      IX.  PROTECTION
PROVISIONS

    

     

    So long
as any shares of Series A Preferred Stock are outstanding, the Corporation shall
not, nor shall it permit any of its subsidiaries to, take any of the following
corporate actions (whether by merger, consolidation or otherwise) without first
obtaining either (i) the approval (by vote or written consent, as provided by
the DGCL) of the Majority Holders, or (ii) the approval or consent of those
members of the board of directors of the Corporation and its subsidiaries who
have been designated by the Majority Holders:

     

    A.           alter
or change the rights, preferences or privileges of the Series A Preferred Stock,
or increase the authorized number of shares of Series A Preferred
Stock;

     

    B.           create
or issue any Senior Securities;


    
      
         


      

      
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    C.           issue
any shares of Series A Preferred Stock other than pursuant to the Securities
Purchase Agreement;

     

    D.           redeem,
repurchase or otherwise acquire, or declare or pay any cash dividend or
distribution on, any Junior Securities; provided, that the Corporation shall,
without the prior approval of the Majority Holders, be entitled to repurchase
Junior Securities from employees of the Corporation in connection with employee
compensation plans approved by the Corporation's Board of
Directors;

     

    Notwithstanding
the foregoing, no change pursuant to this Article IX shall be effective to the
extent that, by its terms, it applies to less than all of the Holders of shares
of Series A Preferred Stock then outstanding.

     

    
      X.  MISCELLANEOUS

    

     

    A.           Cancellation of Series A
Preferred Stock If any shares of Series A Preferred Stock are converted
pursuant to this Series A Certificate of Designations, the shares so converted
or redeemed shall be canceled, shall return to the status of authorized, but
unissued Series A Preferred Stock of no designated series, and shall not be
issuable by the Corporation as Series A Preferred Stock.

     

    B.           Lost or Stolen
Certificates. Upon receipt by the Corporation of (i) evidence of the
lost, theft, destruction or mutilation of any Series A Preferred Stock
Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity
(without any bond or other security) reasonably satisfactory to the Corporation,
or (z) in the case of mutilation, the Series A Preferred Stock Certificate(s)
(surrendered for cancellation), the Corporation shall execute and deliver new
Series A Preferred Stock Certificate(s) of like tenor and
date.  However, the Corporation shall not be obligated to reissue such
lost, stolen, destroyed or mutilated Series A Preferred Stock Certificate(s) if
the Holder contemporaneously requests the Corporation to convert such Series A
Preferred Stock.

     

    C.           Waiver
Notwithstanding any provision in this Certificate of Designation to the
contrary, any provision contained herein and any right of the Holders of Series
A Preferred Stock granted hereunder may be waived as to all shares of Series A
Preferred Stock (and the Holders thereof) upon the written consent of the
Majority Holders, unless a higher percentage is required by applicable law, in
which case the written consent of the Holders of not less than such higher
percentage of shares of Series A Preferred Stock shall be required.

     

    D.           Information Rights So
long as shares of Series A Preferred Stock are outstanding, the Corporation will
deliver to each Holder of Series A Preferred Stock (i) audited annual financial
statements to the Holders of Series A Preferred Stock within 90 days after the
end of each fiscal year; (ii) and unaudited quarterly financial statements
within 45 days of the end of each fiscal quarter.  To the extent that
such information is electronically available on the Corporation's website or the
SEC’s website (www.sec.gov) through the Corporation’s Form 10-K Annual Reports,
Form 10-Q Quarterly Reports, Form 8-K Periodic Reports and Annual Reports to
Shareholders, the Corporation need not separately furnish such documents to
Holders of the Series A Preferred Stock.

     

    E.           Notices. Any notices
required or permitted to be given under the terms hereof shall be (i) sent by
certified or registered mail (return receipt requested) or delivered personally,
by nationally recognized overnight carries or by confirmed facsimile
transmission, and shall be effective five days after being placed in the mail,
if mailed, or upon receipt or refusal of receipt, if delivered personally or by
nationally recognized overnight carrier or confirmed facsimile transmission, in
each case addressed to a party or (ii) upon hand delivery by telex (with correct
answer back received), telecopy, e-mail or facsimile at the address or number
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received).  The addresses for such
communications are (i) if to the Corporation to _______________________________,
with a copy simultaneously sent to [  ]; and (ii) if to any Holder to
the address set forth under such Holder's name on the execution page to the
Securities Purchase Agreement, or such other address as may be designated in
writing hereafter, in the same manner, by such person


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the
Corporation this _ day of __________, 2009.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                 
      MOQIZONE
      HOLDINGS CORPORATION 

                                (formerly,
      Trestle
      Holdings, Inc.)

                              
	 	 
      	 
      
	

                                By:

                              	 
	 	
                                Name:

                              	 
      
	 	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    NOTICE
OF CONVERSION

     

    (To be
Executed by the Registered Holder

     

    in order
to Convert the Series A Preferred Stock)

     

    The
undersigned hereby irrevocably elects to convert shares of Series A
Convertible Series A Preferred Stock (the “Conversion”), represented by Stock
Certificate No(s). ______________ (the “Series A Preferred Stock Certificates”),
into shares of common stock (“Common Stock”) of Trestle Holdings, Inc. (the
“Corporation”) according to the conditions of the Certificate of Designation,
Preferences and Rights of Series A Preferred Stock (the “Certificate of
Designation”), as of the date written below.   If securities are
to be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto.  No fee will
be charged to the Holder for any conversion, except for transfer taxes, if any
Each Series A Preferred Stock Certificate is attached hereto (or evidence of
loss, theft or destruction thereof).

     

    Except as
may be provided below, the Corporation shall electronically transmit the Common
Stock issuable pursuant to this Notice of Conversion to the account of the
undersigned or its nominee (which is) with DTC through its Deposit Withdrawal
Agent Commission System (“DTC Transfer”).

     

    In the
event of partial exercise, please reissue a new stock certificate for the number
of shares of Series A Preferred Stock which shall not have been
converted.

     

    The
undersigned acknowledges and agrees that all offers and sales by the undersigned
of the securities issuable to the undersigned upon conversion of Series A
Preferred Stock have been or will be made only pursuant to an effective
registration of the transfer of the Common Stock under the Securities Act of
1933, as amended (the “Act”), or pursuant to an exemption from registration
under the Act.

     

    In lieu
of receiving the shares of Common Stock issuable pursuant to this Notice of
Conversion by way of DTC Transfer, the undersigned hereby requests that the
Corporation issue and deliver to the undersigned physical certificates
representing such shares of Common Stock.

     

    Date of
Conversion: _________________

    
      Applicable
Conversion Price:  $________

    

    
      Number of
Series A Preferred Stock to be converted: _________

    

    
      Number of
shares of Common Stock

    

    
      to be
received pursuant to conversion: _____________________

    

    


    Signature:

    
      Name:

       

    

    
      Address: