Amendment to Asset Purchase Agreement between Sonant Systems, Inc. and Chad Steinhart

 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 <PAGE> 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 ----------------------------------------- Chad Steinhart PURCHASER: Sonant Systems, Inc. By: /s/ Daniel C. Lancer ----------------------------------------- Daniel C. Lancer, Chief Executive Officer 2 <PAGE> 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 ------------------------------ ------------------------------ Enzo Taddei Chad Steinhart 3 <PAGE> 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 ------------------------------ ------------------------------ Enzo Taddei Chad Steinhart 4 <PAGE> 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 ------------------------------ ------------------------------ Enzo Taddei Chad Steinhart 5 <PAGE> 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 ------------------------------ ------------------------------ Enzo Taddei Chad Steinhart 6