LOCK UP AGREEMENT
This
Lock
Up Agreement (the "Agreement") is made as of the 21st 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: | ||
| (Signature of Holder) | ||
| (Print Name of Holder) | ||
| Number of Shares of Common Stock Owned | ||
| COMPANY: | ||
| SENTRA CONSULTING CORP. | ||
| |
|
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| By: | ||
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