Exhibit 10.1

LETTER AGREEMENT

Via Email

Oleg Firer

3363 NE 163rd St., Suite 705

North Miami Beach, FL 33160

Email: ofirer@unifiedpayments.com

Steven Wolberg

3363 NE 163rd St., Suite 705

North Miami Beach FL 33160

Email: swolberg@netelement.com

Georgia Notes 18 LLC

4000 NE 168th Street, Unit 101,

North Miami Beach, Florida 33160

Attention: Anzheliqua Zalkin

Fax: 786-272-0696

Email: georgianotes@gmail.com

Vladimir Sadovskiy

3363 NE 163 Street, Suite 705

North Miami Beach, FL 33160

Fax: 786-272-0696

Email: vlad@newedgepayments.com

This letter agreement is dated as of August 28, 2013 (the “ Effective Date ”).

Reference is made to (i) 100,000 shares of common stock, par value $0.0001 per share (“ TOT Common Stock ”), of TOT Group, Inc., a Delaware corporation (“ TOT Group ”), which shares were issued by TOT Group to Unified Payments, LLC, a Delaware limited liability company (“Unified”), and are evidenced by Stock Certificate No. C-2.

The parties hereto acknowledge that Unified made a distribution of all of the 100,000 shares of TOT Common Stock to the following members of Unified in proportions set forth next to the name of each such distributee (each, a “ Distributee ” and, collectively, the “ Distributees ”):

The parties hereto further acknowledge that, in furtherance of this distribution, the Stock Certificate No. C-2 evidencing 100,000 shares of TOT Common Stock was cancelled and replaced with:

(1) Stock Certificate No. C-3 evidencing 45,000 shares of TOT Common Stock issued to Oleg Firer;

(2) Stock Certificate No. C-4 evidencing 20,000 shares of TOT Common Stock issued to Steven Wolberg;

(3) Stock Certificate No. C-5 evidencing 30,000 shares of TOT Common Stock issued to Georgia Notes; and

(4) Stock Certificate No. C-6 evidencing 5,000 shares of TOT Common Stock issued to Vladimir Sadovskiy.

The parties hereby agree as follows:

[Signatures are on next page.]

Please indicate your consent to the terms of this letter agreement by signing and dating this letter agreement and returning it to the undersigned.

Exhibit A

Representations and Warranties

As a condition to the issuance of the New Shares to any of the Distributees, each Distributee hereby represents and warrants to NETE as follows:

Distributee acknowledges that the issuance to it of the shares of common stock of NETE representing the New Shares has not been reviewed by the United States Securities and Exchange Commission or any state securities regulatory authority because such transaction is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and applicable state securities laws. Distributee understands that each of NETE is relying upon the truth and accuracy of, and Distributee’s compliance with, the representations, warranties, acknowledgments and understandings of Distributee set forth in this letter agreement in order to determine the availability of such exemptions and the eligibility of Distributee to acquire the New Shares.

Distributee represents that the New Shares are being acquired by Distributee for its own account, for investment purposes only and not with a view to or for distribution or resale to others in contravention of the registration requirements of the Securities Act or applicable state securities laws. Distributee agrees that it will not sell or otherwise transfer any of the New Shares unless such transfer or resale is registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available.

Distributee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of Distributee’s investment in NETE through Distributee’s acquisition of the New Shares. Distributee is able to bear the economic risk of its investment in NETE through Distributee’s acquisition of the New Shares for an indefinite period of time. At the present time, Distributee can afford a complete loss of such investment and has no need for liquidity in such investment.

Distributee recognizes that its acquisition of the New Shares involves a high degree of risk in that: (a) an investment in NETE is highly speculative and only Distributee who can afford the loss of their entire investment should consider investing in NETE and securities of NETE; (b) transferability of the New Shares is limited; (c) NETE has experienced recurring losses and it must raise substantial additional capital in order to continue operating its business; (d) subsequent equity financings will dilute the ownership and voting interests of Distributee and equity securities issued by NETE to other persons or entities may have rights, preferences or privileges senior to the rights of Distributee; (e) any debt financing that may be obtained by NETE must be repaid regardless of whether NETE generates revenues or cash flows from operations and may be secured by substantially all of NETE’s assets; (f) there is absolutely no assurance that any type of financing on terms acceptable to NETE will be available to NETE or otherwise obtained by NETE; and (g) if NETE is unable to obtain additional financing or is unable to obtain additional financing on terms acceptable to it, then NETE may be unable to implement its business plans or take advantage of business opportunities, which could have a material adverse effect on NETE’s business prospects, financial condition and results of operations and may ultimately require NETE to suspend or cease operations.

Distributee acknowledges that he has prior investment experience and that he recognizes and fully understands the highly speculative nature of Distributee’s investment in NETE pursuant to its acquisition of the New Shares. Distributee acknowledges that he, either alone or together with its professional advisors, has the capacity to protect its own interests in connection with this transaction.

Distributee acknowledges that it has carefully reviewed the this letter agreement and NETE’s filings with the United States Securities and Exchange Commission, which are available on the Internet at www.sec.gov, all of which documents and filings Distributee acknowledges have been made available to it. Distributee has been given the opportunity to ask questions of, and receive answers from, NETE concerning this letter agreement, the issuance to it of the New Shares, and NETE’s business, operations, financial condition and prospects, and Distributee has been given the opportunity to obtain such additional information, to the extent NETE possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as Distributee reasonably desires in order to evaluate its investment in NETE pursuant its acquisition of the New Shares. Distributee fully understands all of such documents and filings and has had the opportunity to discuss any questions regarding any of such documents or filings with its legal counsel and tax, investment and other advisors. Notwithstanding the foregoing, Distributee acknowledges and agrees that the only information upon which it has relied upon in executing this letter agreement is the information set forth in this letter agreement and NETE’s filings with the United States Securities and Exchange Commission. Distributee acknowledges that it has received no representations or warranties from NETE, its employees, agents or attorneys in making this investment decision. Distributee acknowledges that it does not desire to receive any further information from NETE or any other person or entity in order to make a fully informed decision of whether or not to execute this letter agreement and accept the New Shares.

Distributee acknowledges that the issuance to it of the New Shares may involve tax consequences to Distributee. Distributee acknowledges and understands that Distributee must retain its own professional advisors to evaluate the tax and other consequences of Distributee’s receipt of the New Shares.

Distributee understands and acknowledges that NETE is under no obligation to register the resale of the New Shares under the Securities Act or any state securities laws. Distributee agrees that NETE may, if it desires, permit the transfer of the New Shares out of Distributee’s name only when Distributee’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to NETE that the proposed transfer satisfies an applicable exemption from registration requirements under the Securities Act and applicable state securities laws.

Distributee understands that the certificate(s) representing the New Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the New Shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The legend set forth above will be removed, and NETE will issue a certificate without such legend to the holder of the New Shares upon which it is stamped, only if (a) such New Shares are being sold pursuant to an effective registration statement under the Securities Act, (b) such holder delivers to NETE an opinion of counsel, in a reasonably acceptable form to NETE, that the disposition of the New Shares is being made pursuant to an exemption from federal and state registration requirements, or (c) such holder provides NETE with reasonable assurance that a disposition of the New Shares may be made pursuant to Rule 144 under the Securities Act without any restriction as to the number of shares acquired as of a particular date that can then be immediately sold.

Distributee acknowledges that he has a preexisting personal or business relationship with NETE or one or more of its officers, directors or controlling persons.

Distributee represents and warrants that he was not induced to invest in NETE (pursuant to the issuance to it of the New Shares) by any form of general solicitation or general advertising, including, but not limited to, the following: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including via the Internet) or broadcast over the news or radio; and (b) any seminar or meeting whose attendees were invited by any general solicitation or advertising.

Each Distributee’s current address is as stated on the first page of the letter agreement.