ContractWarrant Agreement • April 1st, 2004 • Trestle Holdings Inc • Patent owners & lessors • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS A (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, (III) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (IV) UNLESS PURSUANT TO AN EXEMPTION THEREFROM UNDER RULE 144 OF THE ACT.
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • April 1st, 2004 • Trestle Holdings Inc • Patent owners & lessors • California
THIS INDEPENDENT CONSULTING AGREEMENT (the “Agreement”) is made effective as of December 27, 2003 (the “Effective Date”), between Trestle Holdings, Inc., a Delaware corporation with a principal place of business at 151 Shipyard Way, Newport Beach, California 92663 (“Trestle”), on the one hand, and Crosby Haffner (“Consultant”), on the other hand. Trestle and Consultant may be referred to herein as the “Parties” collectively, or as Trestle or Consultant, individually.
SECURITY AGREEMENTSecurity Agreement • April 1st, 2004 • Trestle Holdings Inc • Patent owners & lessors • Delaware
THIS SECURITY AGREEMENT (the “Security Agreement”) is entered into as of March 3, 2004, by and between Zaykowski Partners, LP (“Lender”) and TRESTLE HOLDINGS, INC., a Delaware corporation (“Debtor”).
