EXHIBIT E
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Agreement"), dated as of _________, 2009, is executed by
and among (A) Trestle Holdings, Inc., a Delaware corporation ("Trestle"); (B)
MoqiZone Holdings Limited, a Cayman Island corporation ("MoqiZone Cayman"); (C)
MobiZone Holdings Limited, a Hong Kong corporation ("MobiZone Hong Kong"); (D)
Shanghai MoqiZone Information Technology Company Limited, a corporation
organized under the laws of the People's Republic of China ("MoqiZone"); (E)
Leser Hunter Taubman & Taubman, a law firm formed under the laws of the State of
New York and having an office at 17 State Street, 20th floor, New York, New York
10004 (the "Collateral Agent" or "LHTT"); and (F) those individuals,
corporations, limited liability companies, or other entities who have executed
this Agreement on the signature page hereof (collectively, the "Investors" or
the "Secured Parties").
Trestle, MoqiZone Cayman and MobiZone Hong Kong are hereinafter sometimes
individually referred to as a "Pledgor" and collectively referred to as the
"Pledgors."
Trestle, MoqiZone Cayman, MobiZone Hong Kong and MoqiZone and the
Investors are hereinafter sometimes collectively referred to as the "Business
Parties."
WITNESSETH:
WHEREAS, Trestle is the owner of 100% of the share capital of MoqiZone Cayman
(the "MoqiZone Cayman Shares"), MoqiZone Cayman is the owner of 100% of the
share capital of MobiZone Hong Kong (the "MobiZone Hong Kong Shares"), and
MobiZone Hong Kong is the owner of 100% of the share capital of MoqiZone (the
"MoqiZone Shares");
WHEREAS, pursuant to the terms of a Securities Purchase Agreement, dated as of
June 1, 2009 (the "Purchase Agreement"), among the Business Parties, certain
other Persons and the "Investors" (as defined therein), such Investors have
purchased securities of MobiZone Hong Kong and Trestle, including 8%
exchangeable notes of MobiZone Hong Kong, due March 31, 2011 (the "Notes");
WHEREAS, by their stated terms, upon consummation of (a) the "Trestle Reverse
Split" (as defined in the Purchase Agreement), (b) the filing of an amended and
restated certificate of incorporation of Trestle and the Series A Preferred
Stock Certificate of Designations (as defined) of Trestle with the Secretary of
State of the State of Delaware, (c) the payment of accrued interest on the
Notes, and (d) the delivery to each Investor of their respective rights to
shares of Series A Preferred Stock, all as required under the Purchase Agreement
(collectively, the "Performance Obligations"), such Notes shall be automatically
cancelled and exchanged for a like Stated Value of shares of Series A voting
convertible preferred stock of Trestle (the "Series A Preferred Stock");
WHEREAS, as collateral to secure performance of their respective Performance
Obligations under the Purchase Agreement, each of Trestle, MoqiZone Cayman and
MoqiZone have each guaranteed payment of the Notes and the performance by the
Business Parties of their respective Performance Obligations, all pursuant to a
guaranty agreement, dated of even date herewith (the "Guaranty"); and
WHEREAS, in order to secure the payment of the Notes and performance of the
Performance Obligations, (a) Trestle has agreed to pledge to the Investors the
MoqiZone Cayman Shares, (b) MoqiZone