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.
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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/
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(Signature of Holder)
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(Print Name of Holder)
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Number of Shares of Common Stock Owned
COMPANY:
SENTRA CONSULTING CORP.
By:
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