SENTRA CONSULTING CORP. Cedarhurst, NY 11516 Telephone: (516) 301-3939
000
Xxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Telephone:
(000) 000-0000
June
21,
2007
Karat
Platinum LLC
00
Xxxxxx
Xxxxxx
Xxxxxx,
XX 00000
Re:
Letter
of Intent
Gentlemen:
This
Letter of Intent (this “Agreement”) shall set forth our mutual agreement
regarding a transaction (the “Transaction”) whereby Sentra Consulting Corp.
(“Purchaser”) shall issue common stock in exchange for all the issued and
outstanding membership interests of Karat Platinum LLC (the “Company”). This
Agreement is intended solely as a basis for further discussion and is not
intended to be and does not constitute a legally binding obligation except
as
provided below. No other legally binding obligations will be created, implied,
or inferred until documentation in final form is executed and delivered by
all
parties. Without limiting the generality of the foregoing, it is the parties
intent that, until that event, no agreement shall exist among them and there
shall be no obligations whatsoever based on such things as parol evidence,
extended negotiations, “handshakes,” oral understandings, or courses of conduct
(including reliance and changes of position), except as provided
below.
1. The
Transaction.
Purchaser hereby offers to purchase all of the issued and outstanding membership
interests of the Company from the current owners thereof in consideration for
the issuance of 30,000,000 shares of common stock (the “Consideration Shares”)
of the Purchaser and 500,000 common stock purchase warrants, each of which
will
provide the Company the right to purchase one share of common stock of Purchaser
for $0.01 until ten years after the date hereof (the “Consideration Warrants,”
and together with the Consideration Shares, the “Consideration Securities”). The
Consideration Securities shall be issued to the owners of the Company in
proportion to their current equity ownership interest in the Company. If, after
the date hereof but prior to the Closing (hereafter defined), Purchaser issues
additional shares of common stock or other securities convertible into common
stock to a third party without the written consent of Company (except for shares
of common stock issued upon the exercise of securities convertible into common
stock which were granted prior to the date hereof (which Purchaser represents
only includes a warrant for 50,000 shares of common stock)), the number of
Consideration Securities will be adjusted so that the number of Consideration
Shares and shares of common stock issuable upon exercise of the Consideration
Warrants will be equal to 90.7% of the outstanding shares of common stock of
Purchaser. Upon consummation of the proposed transaction, the Company shall
become a wholly-owned subsidiary of Purchaser.
2. Closing.
The
closing of
the
Transaction (the “Closing”) is subject to the following terms:
| (i) |
The
loan by Purchaser to the Company of not less than
$1,000,000;
|
| (ii) |
Purchaser
performing its full due diligence over the Company and being fully
satisfied in its absolute discretion with the due diligence;
|
| (iii) |
Company
performing its full due diligence over the Purchaser and being fully
satisfied in its absolute discretion with the due
diligence;
|
| (iv) |
Delivery
to Purchaser of evidence satisfactory to Purchaser that the agreement
with
Allgemeine Gold-und Silberscheideanstalt AG dated January 13, 2004_is
valid, binding and enforceable against the parties
thereto;
|
| (v) |
Consent
from ABN Amro Bank NV, or Harrods Capital LLC, and the lenders to the
Company to the Transaction and/or release of the collateral which is
pledged to the foregoing persons or entities satisfactory to the
Purchaser;
|
| (vi) |
Approval
of the Transaction by the board of directors of Purchaser and the managers
and members of the Company;
|
| (vii) |
Delivery
of audited financial statements of the Company, in form and substance
satisfactory to Purchaser and its independent public auditors;
and
|
| (viii) |
Execution
and delivery of documentation appropriate for the Transaction in form
and
substance mutually acceptable to both parties, including containing
customary terms, representations, conditions, covenants and indemnities
for a transaction of this nature.
|
Subject
to the forgoing, it is the intent of the parties that definitive documentation
with respect to the transactions contemplated in this Agreement shall be
executed and delivered within 120 days from the date hereof (hereinafter
referred to as the “Outside Closing Date”) and the parties shall use their best
efforts to achieve same.
3.
Due
Diligence.
Each of
the Company and its representatives, on one hand, and the Purchaser and its
representatives, on the other hand, shall enable the officers, accountants,
counsel, bankers and other representatives of such other party access to its
properties, books, records, personnel, business and other commercial
relationships, and will fully cooperate in order that such other party may
have
full opportunity to make such investigation as it desires to make.
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4.
Exclusivity. In
consideration of the above, the Company shall not, directly or indirectly,
through any director, officer, member, manager, employee, agent, creditor,
representative or otherwise (and each of said parties shall use reasonable
efforts to insure such persons shall not directly or indirectly) (i) solicit,
initiate or encourage the submission of inquiries, proposals or offers from
any
person or entity relating to (x) any business combination with respect to the
Company or the business of the Company; or (y) the sale of any of the assets
and/or securities of the Company (an "Alternative Transaction"), (ii) enter
into or participate in any negotiations, or initiate any discussions or continue
any discussions initiated by others, regarding any Alternative Transaction,
or
furnish to any other person or entity any information with respect to the assets
or business of the Company or its business for the purposes of pursuing a
possible Alternative Transaction with any other party, or (iii) otherwise
participate in, assist, facilitate or encourage any effort or attempt by any
other person or entity to do any of the foregoing. The Company shall promptly
notify the Purchaser of any proposal or inquiry made to it or any of its
directors, officers, members, managers, creditors, employees, agents,
representatives, or otherwise with respect to any of the foregoing.
The
foregoing exclusivity shall terminate upon the earlier of the Closing, or the
Outside Closing Date, or the date Purchaser terminates this Agreement,
provided,
however,
that if
the Transaction has not been consummated prior to the Outside Closing Date
as a
result of the Purchaser not fulfilling its obligations provided for herein,
including without limitation, the loan described in Section 2(i) above, the
Company shall be released from its obligations hereunder and this Agreement
shall be terminated and have no further force and effect, and provided,
further
that if
the Transaction has not been consummated prior to the Outside Closing Date
as a
result of the Company not fulfilling its obligations provided for herein,
including without limitation, those provided for in Sections 2(iv), (v) and
(vii), the exclusivity shall continue until the earlier of the termination
of
this Agreement by the Purchaser or 60 days after the Outside Closing
Date.
5. Brokers.
The
Company represents and warrants that it shall be solely responsible for
commissions or fees payable to any broker or finder (except for any broker
or
finder retained by Purchaser) as a result of this Agreement or the contemplated
Transaction and shall indemnify
and hold the Purchaser and its affiliates harmless from any claims that may
arise against the Purchaser or its affiliates for such brokerage or finder’s fee
in connection with this Agreement and/or the Contemplated Transactions.
6. Expenses. Each
party shall bear its own expenses and costs related to the Transaction,
including, without limitation, attorneys’ fees and disbursements.
7. Confidentiality.
(i)
Each
party hereto shall maintain the other party’s Confidential Information
(hereafter defined) in confidence. "Confidential Information" means all
information that a party hereto has furnished to the other party which is not
generally available to the public, including, but not limited to, financial
information, whether tangible or intangible and in whatever form or medium
provided, as well as all information generated by the receiving party that
contains, reflects, or is derived from the disclosing party’s Confidential
Information. The restrictions herein provided shall not apply with respect
to
Confidential Information which (i) is or becomes a part of the public domain
without breach of this Section 7 hereof or (ii) is disclosed pursuant to
judicial action or government regulations, provided the receiving party notifies
the disclosing party prior to such disclosure and cooperates with the disclosing
party in the event the disclosing party elects to legally contest and avoid
such
disclosure.
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(ii)
Except
as
required by applicable law and in connection with the Transaction, neither
party
shall disclose nor permit its respective officers, representatives, agents
or
employees to discuss the existence or terms of this Agreement to any third
party
without the prior written consent of Purchaser.
8. Board
of Directors.
The
consummation of the Transaction will result in a change of control of Purchaser.
The parties agree that upon the Closing, each of the Company and Purchaser shall
appoint two members to the Board of Directors of Purchaser and said members
shall mutually appoint a fifth member to the Board.
9.
Binding
Effect; Termination.
The
parties agree to negotiate in good faith the terms and conditions of the
definitive agreements with respect to the Transaction until this Agreement
is
terminated in accordance with the terms hereof. The parties will use their
best
efforts to effectuate the closing of the Transaction on or before the Outside
Closing Date; provided,
however,
that
this Agreement will terminate upon written notice by Purchaser to the Company
at
any time prior thereto. Except with respect to paragraphs 6 through 11,
inclusive, the parties shall no longer have any rights or obligations with
respect to this Agreement after the termination hereof.
10. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to agreements made and to be performed therein
without giving effect to conflict of law principles.
11. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. No assignment of this Agreement
or
any right or obligation hereunder made be made by the parties and any such
attempted assignment shall be void.
12. Counterparts. This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
If
the
foregoing accurately sets forth our agreement, please execute where indicated
below and return a fully executed copy of this Agreement to our attention,
whereupon this Agreement shall become a valid and binding agreement between
us
in accordance with the terms hereof.
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By:
/s/
Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: President
AGREED
AND ACCEPTED:
[principal
members and managers of the Company:]
By:
/s/
Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Member
_____________________
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