Second Amendment to Lock-Up & Voting Agreement
This Second Amendment to Lock-Up & Voting Agreement, (the "Agreement,"
respectively) is made and entered into by and among AmeriNet Group.com, Inc., a
Delaware corporation formerly operating as Equity Growth Systems, inc., with a
class of securities registered under Section 12 of the Securities Exchange Act
of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively) and the
officers directors and principal stockholders of AmeriNet made signatories to
this Amendment (the "Holding Company's Principals"), AmeriNet and AmeriNet's
Principals being sometimes hereinafter collectively referred to as the "Parties"
and each being sometimes hereinafter generically referred to as a "Party").
Preamble:
WHEREAS, AmeriNet and AmeriNet Principals are desirous of further amending
the Lock-Up & Voting Agreement, to permit the President of AmeriNet to authorize
the sale of additional shares of AmeriNet common stock (the "Excepted Shares"),
to Xcel Associates, Inc., or its designees, should any of the signatories below
be willing to sell the Excepted Shares; and
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby amend the Agreement as follows:
The provisions of this Agreement are hereby agreed to amend and modify the
Lock-Up & Voting Agreements as amended however except as specifically modified
the prior Lock-Up & Voting Agreement as amended is to remain in full force and
effect.
A. Notwithstanding anything in the Lock-Up & Voting Agreement, as amended, to
the contrary, the president of AmeriNet is hereby authorized, empowered and
directed to authorize persons subject to this Lock-Up Agreement to sell an
aggregate of AmeriNet common stock in the proportions agreed upon from
persons signing this Lock-Up Agreement to Xcel Associates, Inc., a New
Jersey corporation, or its designees, provided that such sales are
concluded prior to December 31, 1999:
B. Notwithstanding anything in the Lock-Up & Voting Agreement, as amended, to
the contrary, nothing in this Agreement shall be interpreted as an
agreement by the Holding Company's Principals to engage in any concerted or
group activities involving the Holding Company's common stock, as
determined for purposes of Commission Rule 144, or Sections 13, 14 or 16 of
the Exchange Act.
In Witness Whereof, the Parties have caused this Supplement to be executed
effective as of the date last set forth below.
Signed, sealed and delivered
In Our Presence:
AmeriNet Group.com, Inc.
- ---------------------------------
/s/ Micahel H. Jordan
_________________________________ By: ________________________________
Michael Harris Jordan, President
(Corporate Seal)
/s/ G. Richard Chamberlin
Attest: --------------------------------
G. Richard Chamberlin, Secretary
Dated: October __, 1999
Page 217
AmeriNet's Principals:
- ---------------------------------
/s/ Charles J. Scimeca
- --------------------------------- --------------------------
Charles J. Scimeca
Stockholder
Dated: October __, 1999
- ---------------------------------
/s/ Anthony Q. Joffe
- --------------------------------- -------------------------
Anthony Q. Joffe
Director and Stockholder
Dated: October __, 1999
- ---------------------------------
/s/ Penny Adams Field
- --------------------------------- -------------------------
Penny Adams Field
Director and Stockholder
Dated: October __, 1999
- ---------------------------------
/s/ G. Richard Chamberlin
- --------------------------------- -------------------------
G. Richard Chamberlin Esquire
Officer, Director and Stockholder
Dated: October __, 1999
- ---------------------------------
/s/ Mark Granville-Smith
- --------------------------------- -------------------------
Mark Granville-Smith, Director
and Stockholder, on his own behalf
and as attorney-in-fact for his father,
Edward Granville-Smith
Dated: October __, 1999
- ---------------------------------
/s/ Edward Granville-Smith
- --------------------------------- -------------------------
Edward Granville-Smith, Stockholder
on his own behalf and on behalf of his affiliates
Dated: October __, 1999
- ---------------------------------
/s/ Jerry C. Spellman
- --------------------------------- -------------------------
Jerry C. Spellman, Stockholder
on his own behalf and on behalf of his affiliates
Dated: October __, 1999
Page 218
- ---------------------------------
/s/ Cyndi N. Calvo
- --------------------------------- -------------------------
Cyndi N. Calvo, on her own behalf
and as a trustee for the Calvo
Family Spendthrift Trust, Stockholders
Dated: October __, 1999
- ---------------------------------
/s/ William A. Calvo, III
- --------------------------------- -------------------------
William A. Calvo, III, on his own behalf
and as a trustee for his children, William,
Alexander & Edward, Stockholders
Dated: October __, 1999
- ---------------------------------
/s/ Leonard M. Tucker
- --------------------------------- -------------------------
Leonard Miles Tucker, on his
own behalf and on behalf of
Carrington Capital Corp., Stockholders
Dated: October __, 1999
- ---------------------------------
/s/ Michelle Tucker
- --------------------------------- -------------------------
Michelle Tucker, on her own behalf,
on behalf of Blue Lake Capital Corp., and as
a trustee for her children Shayna and Montana,
Stockholders
Dated: October __, 1999
- ---------------------------------
/s/ Joseph D. Radcliffe
- --------------------------------- -------------------------
Joseph D. Radcliffe, on his own behalf
and on behalf of his affiliates, Stockholder
Dated: October __, 1999
- ---------------------------------
/s/ Dennis Radcliffe
- --------------------------------- -------------------------
Dennis V. Radcliffe, on his own behalf
and on behalf of his affiliates, Stockholder
Dated: October __, 1999
- ---------------------------------
/s/ Michael J. Radcliffe
- --------------------------------- -------------------------
Michael J. Radcliffe, on his own behalf
and on behalf of his affiliates, Stockholder
Dated: October __, 1999
Page 219
- ---------------------------------
/s/ Vanessa Radcliffe
- --------------------------------- -------------------------
Vanessa Radcliffe, on her own behalf
and on behalf of her affiliates, Stockholder
Dated: October __, 1999
The Yankee Companies, Inc.
- ---------------------------------
/s/ Leonard M. Tucker
_________________________________ By: _______________________________
Leonard Miles Tucker, President
(Corporate Seal)
/s/ William A. CAlvo, III
Attest: __________________________________
William A. Calvo, III, Secretary
Dated: October __, 1999
Page 220