Dated as of April 5, 2010
DATED AS OF MARCH 23, 2010 AND
ESCROW AGREEMENT DATES AS OF MARCH 26, 2010
THIS OMNIBUS AMENDMENT TO THE SHARE PURCHASE AGREEMENT AND THE
ESCROW AGREEMENT, each dated March 23, 2010 and March 26, 2010, respectively (this “
Amendment ”) is entered into as of this 5
day of April, 2010 among Willing Holding, Inc., a Florida
corporation (“ Company ” or “ WHDX ”), and 11i Solutions, Inc. (“ 11i ”) a Georgia corporation, and the
additional parties identified on the signature pages hereto.
WHEREAS, the Company, 11i and Mr. Thomas L. DiStefano III are parties to a certain Purchase
Agreement dated as of March 23, 2010, ( the “ Purchase Agreement ”), which the parties desire to amend in
order to provide additional days for the payment of the First Installment of the purchase price.
WHEREAS, the parties to the Purchase Agreement desire to amend the Purchase Agreement to provide
Mr. Thomas L. DiStefano III will remain the Chief Executive Officer of the Company until the first payment of the
purchase price in the amount of $75,000, also referenced as the First Installment (defined hereunder) as
described in the Purchase Agreement .
WHEREAS, the Company, 11i and Schneider Weinberger & Beilly LLP, as escrow agent, are parties to
a certain Escrow Agreement dated as of March 26, 2010, ( the “ Escrow Agreement ”), which the parties
desire to amend in order to provide five additional business days for the payment of the First Installment (defined
hereunder) of the purchase price.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the
parties to this Amendment hereby agree as follows:
1. Amendment to Extend Time to Fund Escrow and the terms of Escrow Agreement . Section 2
of the Escrow Agreement shall be amended by extending the time from five (5) business days from the signing of
the Escrow Agreement, which was signed on March