Fourth Amendment to Lock-Up & Voting Agreement
This Fourth Amendment to Lock-Up & Voting Agreement, (the "Agreement,"
respectively) is made and entered into by and among AmeriNet Xxxxx.xxx, 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"), 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 common stock that would be
otherwise subject to the Lock Up Agreement, provided the proceeds
from the sale of stock are loaned to, or reinvested in, AmeriNet
for the purposes of paying obligations of AmeriNet, including but
not limited to, payments due under the WriWebs, Inc., or Trilogy
International, Inc., acquisition documents..
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.
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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 Xxxxx.xxx, Inc.
---------------------------------
_________________________________ By: /s/ Xxxxxxx X. Xxxxxx
________________________________
Xxxxxxx Xxxxxx Jordan, President
(Corporate Seal)
Attest: /s/ Xxxxxxx Xxxxxxx
________________________________
Xxxxxxx Xxxxxxx, Secretary
Dated: December 28, 1999
AmeriNet's Principals:
---------------------------------
/s/ Xxxxxxx Xxxxxxx
-------------------------------- --------------------------
Xxxxxxx Xxxxxxx
Dated: December 28, 1999
---------------------------------
/s/ Xxxxxxx X. Xxxxx
--------------------------------- -------------------------
Xxxxxxx X. Xxxxx
Director and Stockholder
Dated: December 28, 1999
---------------------------------
/s/ Xxxxx Xxxxx Field
--------------------------------- --------------------------
Xxxxx Xxxxx Field
Director and Stockholder
Dated December 28, 1999
---------------------------------
/s/ J. Xxxxx Xxxxxxx
--------------------------------- -------------------------
J. Xxxxx Xxxxxxx
Director and Stockholder
Dated: December 28, 1999
Page 24
---------------------------------
/s/ Xxxxxxx Xxxxx
--------------------------------- --------------------------
Xxxxxxx Xxxxx, Stockholder
Dated: December 28, 1999
---------------------------------
/s/ G. Xxxxxxx Xxxxxxxxxx
--------------------------------- --------------------------
G. Xxxxxxx Xxxxxxxxxx Esquire
Director and Stockholder
Dated: December 28, 1999
---------------------------------
/s/ Xxxxxx Xxxxxxxxx-Xxxxx
--------------------------------- --------------------------
Xxxxxx Xxxxxxxxx-Xxxxx,
Stockholder on his own behalf
and on behalf of his affiliates
Dated: December 28, 1999
---------------------------------
/s/ Xxxxx X. Xxxxxxxx
--------------------------------- --------------------------
Xxxxx X. Xxxxxxxx, Stockholder
on his own behalf and on behalf
of his affiliates
Dated: December 28, 1999
---------------------------------
/s/ Cybdi X. Xxxxx
--------------------------------- --------------------------
Xxxxx X. Xxxxx, on her own behalf
and as a trustee for the Xxxxx
Family Spendthrift Trust,
Stockholders
Dated: December 28, 1999
---------------------------------
/s/ Xxxxxxx X. Xxxxx, III
--------------------------------- --------------------------
Xxxxxxx X. Xxxxx, III, on his own
behalf and as a trustee for his
children, Xxxxxxx, Xxxxxxxxx &
Xxxxxx, Stockholders
Dated: December 28, 1999
Page 25
---------------------------------
/s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------
Xxxxxxx Xxxxx Xxxxxx, on his
own behalf and on behalf of
Xxxxxxxxxx Capital Corp.,
Stockholders
Dated: December 28, 1999
---------------------------------
/s/ Xxxxxxxx Xxxxxx
--------------------------------- --------------------------
Xxxxxxxx Xxxxxx, on her own
behalf, on behalf of Blue Lake
Capital Corp., and as a trustee
for her children Xxxxxx and
Montana, Stockholders
Dated: December 28, 1999
---------------------------------
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------- --------------------------
Xxxxxx X. Xxxxxxxxx, on his own
behalf and on behalf of his
affiliates, Stockholder
Dated: December 28, 1999
---------------------------------
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------- --------------------------
Xxxxxx X. Xxxxxxxxx, on his own
behalf and on behalf of his
affiliates, Stockholder
Dated: December 28,1999
--------------------------------
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------- --------------------------
Xxxxxxx X. Xxxxxxxxx, on his own
behalf and on behalf of his
affiliates, Stockholder
Dated: December 28, 1999
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---------------------------------
/s/ Xxxxxxx Xxxxxxxxx
--------------------------------- -------------------------
Xxxxxxx Xxxxxxxxx, on her own
behalf and on behalf of her
affiliates, Stockholder
Dated: December 28, 1999
The Yankee Companies, Inc.
---------------------------------
_________________________________ By: /s/ Xxxxxxx X. Xxxxxx
_______________________________
Xxxxxxx Xxxxx Xxxxxx, President
(Corporate Seal)
Attest: /s/ Xxxxxxx X. Xxxxx, III
______________________________
Xxxxxxx X. Xxxxx, III, Secretary
Dated: December 28, 1999
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