EXHIBIT 10.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") is made this 13th
day of November, 2014, by and between Sonant Systems, Inc., formerly known as
Networking Partners, Inc., a Nevada corporation ("Purchaser"), and Chad
Steinhart ("Seller"), an individual ("Seller"), all such persons and entities
being referred to herein as "Parties".
RECITALS:
A. The Parties entered into that certain Asset Purchase Agreement on April
22, 2014 ("Agreement"), pursuant to the terms and conditions of which Purchaser
agreed to buy and Seller agreed to sell certain assets described in Exhibit A to
the Agreement ("Assets");
B. The Parties desire to amend the Agreement, specifically Exhibit A
thereto, in order to clarify that the Purchaser did not acquire a business from
Seller, but just certain assets of Seller.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties do hereby agree as
follows:
1. Definitions. Unless otherwise defined in this Amendment or the context
otherwise requires, each term used in this Amendment with its initial letter
capitalized which has been specially defined in the Agreement shall have the
same meaning herein as given to such term in the Agreement.
2. Amendments to Exhibit A to the Agreement. Exhibit A to the agreement is
hereby amended to read in its entirety as set forth in the attached Exhibit A
attached hereto and incorporated herein by reference. No other changes or
amendments are being made to the Agreement.
3. Continuing Effect. Except as expressly modified by the terms and
provisions of this Amendment, each of the terms and provisions of the Agreement
are unchanged and continued in full force and effect.
4. Parties Bound. This Amendment shall be binding upon the parties hereto
and their respective successors and assigns.
5. Counterparts. To facilitate execution, this Amendment may be executed in
as many counterparts as may be convenient or required. It shall not be necessary
that the signature of, or on behalf of, each party, or that the signature of all
persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of
the parties hereto. Any signature page to any counterpart may be detached from
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such counterpart without impairing the legal effect of the signatures thereon
and thereafter attached to another counterpart identical thereto except having
attached to it additional signature pages. Delivery of an executed counterpart
of this Amendment by facsimile transmission shall be binding upon the party
executing and delivering such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year set forth above.
SELLER:
By: /s/ Chad Steinhart
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Chad Steinhart
PURCHASER:
Sonant Systems, Inc.
By: /s/ Daniel C. Lancer
-----------------------------------------
Daniel C. Lancer, Chief Executive Officer
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EXHIBIT "A"
1. The name, reputation and ownership of the domain www.SonantTelecom.com and
www.SonantTelecom.net.
2. The Logo attached to the domain www.SonantTelecom.com "Sonant from
Consonant. Meaning as of sound.
3. Ownership of the domain www.CallPerformanceMetrics.com.
4. Ownership of the domain www.LeadInfoPortal.com.
5. Rights to the Facebook fan page www.Facebook.com/SonantTelecom.
6. Rights to the twitter account for Sonant Telecom.
7. Search engine optimization work behind www.SonantTelecom.com and its
placement.
8. Rights for the LinkedIn Account of Sonant Telecom and Chad Steinhart which
promotes the integration.
9. Proprietary software code that is solely owned by Chad Steinhart that
integrates and combines the different platforms to create an ITSP.
10. Relationships and people or companies that might use the web development
portal created by Chad Steinhart in order to generate monthly reoccurring
revenue for services in the future.
11. Relationships established that allow for the integration to make the
technology work including vendors, hosting, datacenters, VoIP
telecommunications providers, merchant service gateways, merchant provider
and/or bandwidth providers.
12. Integration of the portal to Telintas PortaOne soft-switches which include
both front end web development and back end portal design.
13. Front End Web Design for Sonant Telecom which includes: Integration with
Authorize.net payment gateway, Shopping Cart and Client Portal Entrance
allows admin and user login.
14. Front End Integration with back end CMS admin that controls integrations:
Allows complete control of Front End content, allows Choice of
telecommunications products within Telinta's Telecore, PortaOne's
PortaSwitch Procinctus platform and integration with ITSP Vendors to
provide termination and origination of both inbound and outbound calling.
15. Unique Integrations with vendors to allow quick provisioning of VoIP
Telephone lines and PBX functionality. This proprietary integration allows
a reduction of working staff to support the business: This includes
integration and relationship with 19 Engineers who monitor and develop
around the clock to maintain 100% uptime guarantee. The highest uptime in
the industry today. Around-the-clock access to experienced technical staff
24/7/365.
/s/ Enzo Taddei /s/ Chad Steinhart
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Enzo Taddei Chad Steinhart
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16. Access to the Ukrainian development team which are now paid per maintenance
and per new development and no longer permanent staffing which cuts costs.
Unique integration to allow for CMS of any type of investor information.
Unique integration to allow approval system for accredited investors so
only approved can see pertinent information.
17. Administrative Customer Relationship Management (CRM) for possible
investors and approval investors system to see offering documentation.
18. Unique trouble management system or Ticket management system (TMS)
19. Unique checkout cart integration with PortoOne's billing platform,
authorize.net integration and Citibank Merchant Services.
20. PCI compliance with Citibank to allow web credit card information to be
secure when transmitted.
21. Integration of Databases with Telintas and PortaOne to allow or create
daily backups of all servers and billing data. This state-of-the-art unique
offsite backup process replicates the data created daily and then safeguard
it in multiple locations using cloud technologies.
22. Proprietary integration with Telinta;s Telecor and Procinctus Platform
which allows communication between Sonant's backend interface and Telinta's
Telecor which infrastructure consists of 36 servers with PortaOne licenses
allowing the environments to have triple redundancy. This integration
programmed in Cake PHP utilizes SOAP and POST / GET integrates Sonant's web
portal and controls the equipment which allows the Sonant system to perform
the ITSP function that it's capable of.
23. Customer portal allowing control of their own hosted PBX environment which
allows web integration with Telinta's Telecore and PortaOne's Procinctus
Platform allowing the layperson to monitor and control their business class
phone system in a simple user friendly manner.
24. Setup of all telecom products in Telinta PortaOne Procintus Platform. This
includes the programming of wholesale VoIP dollar loads, programming of the
product of predictive dialer licenses, programming of call groups,
programming allowing charges for call recording, programming to allow for
call queues, programming to allow for conference rooms and charges,
programming for telecom inbound trunks and toll free inbound trunks,
programming for International long distance services, programming allowing
predictive dialers, programming allowing for charging for seat lease for
dialers, programming for charging for long distance charges for predictive
dialers at different rates, programming for geographic phone lines and
charges, programming for allowing to charge for Pay Per Call at different
increments, programming for unlimited inbound and outbound phone calls and
its monthly residual charges, programing for metered phone lines and their
charges, programming for time clock for employees, programming for auto
attendants and their charges, programming for inbound and outbound fax
solutions and its charges, programming for international long distance and
the rates that are associated with calling to different areas, programming
for voice mailboxes and its charges.
/s/ Enzo Taddei /s/ Chad Steinhart
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Enzo Taddei Chad Steinhart
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25. Programming system to allow for both Prepaid and postpaid VoIP billing,
allowing real-time CDRs and call metrics, to allow complete wholesale
solutions as well as retail soft-switch solutions that give comprehensive
reports. System will give real-time analysis of calls and call logs. System
is highly customizable for future programming needs and allows for
multi-language users in its separate administrative web portal and allows
for custom IVR programming. The system will allow calculations in
multiple-currency for billing in different geographic areas and has an
Auto-fetch current Exchange Rates algorithm to get current exchange rates.
The system has the ability to do flexible call routing (LCR, Priority
based, fail-over, adaptive). System will allow integration with many
different payment providers and gateways to allow credit card and PayPal
payments. System will allow customized invoices for each person who uses
the system as an ITSP. System programmed to allow for NAT Traversal which
is completely support. Entire system set to be CODEC transparent to allow
quickest navigation and lowest latency. System allows transparent H-323 and
SIP protocol conversion and logs. System can be set for voice VPN (Virtual
Private Network) options to allow in areas where VoIP cannot be transverse.
System is not closed end and will allow full XML SOAP API integrations in
the future.
26. Coding and integration to Telicor and Portaone to allow telephone line
provisioning less than one minute.
27. Proprietary web integration and development of Call Performance Metrics
Dashboard.
28. Proprietary web integration and development of Call Switchboard.
29. Full diagnostic guide and support system included to trouble shoot
problems.
30. Plus any and all related assets, including trade secrets, intellectual
property, drawings, engineering plans, etc. necessary for the Purchaser to
access, exploit and market the Assets and their derivative businesses and
income streams.
WHEREAS, the Purchaser represents that the following assets acquired have
been acknowledged partially completed and are also included with the sale for
purchase for future development and rollout:
* Web development of proprietary Call Metrics Dashboard for Call
Performance Marketing that will be released in Asia to be the only one
of its kind with no competition in the area.
* Partial code and developmental stage of a smartphone softphone
application for both IPhone and Android.
* Preliminary drawings and design of a dual sim card system for IPhone
and Android that will allow banding and bonding of bandwidth
aggregation.
* Preliminary code for the development of the bonding bandwidth
application.
* Partial code and development and integration of front end website with
backend portal redesign to allow it to be responsive and be updated.
/s/ Enzo Taddei /s/ Chad Steinhart
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Enzo Taddei Chad Steinhart
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WHEREAS, the Seller represents that the following assets acquired are
complementary to the Purchaser and included in the sale:
* The domain www.SonantTelecom.com and www.SonantTelecom.net.
* The Social Media surrounding Sonant Telecom.
* Search Engine Optimization of the above domains and social media.
* Predictive dialer integrated for licensing for large call centers.
* Proprietary code and development of system nicknamed "Caller ID
Thingy", (CIT for short) allowed call centers to dial into an area
code using a caller id belonging to that area code by automatically
purchasing the DID before it dialed into the called specific area
code.
/s/ Enzo Taddei /s/ Chad Steinhart
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Enzo Taddei Chad Steinhart
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