LOCK UP AGREEMENT
This Lock Up Agreement (the "Agreement") is made as of the 21 day of
December, 2007, by the signatories hereto (each a "Holder"), in connection with
his ownership of shares of Sentra Consulting Corp., a Nevada corporation (the
"Company").
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which consideration are hereby acknowledged, Holder agrees as
follows:
1. Background.
a. Holder is the record and beneficial owner of the amount of
shares of the Common Stock of the Company ("Common Stock") designated on the
signature page hereto.
x. Xxxxxx understands that, as a condition to receiving the
Common Stock in exchange for the Holder's membership interests in Karat
Platinum, LLC pursuant to the terms and provisions of the Share Exchange
Agreement dated as of the date hereof (the "Exchange Agreement"; capitalized
terms used herein not otherwise defined shall have the meanings ascribed to such
terms in the Exchange Agreement) among the Company, Karat Platinum, LLC and the
Holders, the Company has required, and Karat Platinum has agreed to obtain, an
agreement from each Holder to refrain from selling any securities of the Company
for two years from the Closing Date (the "Restriction Period").
2. Share Restriction.
a. Holder hereby agrees that during the Restriction Period,
Holder will not, directly or indirectly, offer, sell, assign, gift, transfer,
grant a participation in, pledge, or otherwise dispose or Encumber or agree to
dispose or Encumber in any manner any share of Common Stock. Any attempt by a
Holder to transfer or Encumber any of its Common Stock in violation of the terms
of this Agreement shall be void and ineffective. Holder further agrees that the
Company is authorized to and the Company agrees to place "stop orders" on its
books to prevent any transfer of shares of Common Stock or other securities of
the Company held by Holder in violation of this Agreement.
b. Any subsequent issuance to and/or acquisition of shares or
the right to acquire shares by Holder during the Restriction Period will be
subject to the provisions of this Agreement.
c. Notwithstanding the foregoing restrictions on transfer, the
Holder may, at any time and from time to time during the Restriction Period,
transfer the Common Stock (i) as bona fide gifts or transfers by will or
intestacy, (ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the Holder, provided that any such
transfer shall not involve a disposition for value, (iii) to a partnership which
is the general partner of a partnership of which the Holder is a general
partner, provided, that, in the case of any gift or transfer described in
clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be
bound by the terms and conditions contained herein in the same manner as such
terms and conditions apply to the undersigned. For purposes hereof, "immediate
family" means any relationship by blood, marriage or adoption, not more remote
than first cousin.
3. Miscellaneous.
a. At any time, and from time to time, after the signing of
this Agreement Holder will execute such additional instruments and take such
action as may be reasonably requested by the Company to carry out the intent and
purposes of this Agreement.
1
b. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction, except to the extent that the securities laws of the state
in which Holder resides and federal securities laws may apply. Any proceeding
brought to enforce this Agreement may be brought exclusively in courts sitting
in New York County, New York.
c. This Agreement contains the entire agreement of the Holder
with respect to the subject matter hereof. The Board of Directors of the
Company, in its sole discretion, can amend the provisions of this Agreement,
upon the approval of 80% of the members of the Board.
d. This Agreement shall be binding upon Holder, its legal
representatives, heirs, successors and assigns.
e. This Agreement may be signed and delivered by facsimile and
such facsimile signed and delivered shall be enforceable.
f. The Company and Holder agree not to take any action or
allow any act to be taken which would be inconsistent with this Agreement nor to
amend or terminate this Agreement.
g. The current officers and directors of the Company are third
party beneficiaries of this Agreement, with right of enforcement.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
Holder has executed this Agreement as of the day and year first above written.
HOLDER:
/s/ Xxx Xxxxxxx
----------------------------------------
(Signature of Holder)
Xxx Xxxxxxx
----------------------------------------
(Print Name of Holder)
2,500,000
----------------------------------------
Number of Shares of Common Stock Owned
COMPANY:
SENTRA CONSULTING CORP.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx
President
2
