Exhibit 10.1




 




UNSECURED PROMISSORY NOTE




 





$500,000.00




                          April
18, 2016


                                                                                                Santa
Barbara, California






            FOR VALUE
RECEIVED, CloudCommerce, Inc., a Nevada Corporation ("Maker") promises to
pay to ___________________, a __________________
("Holder"), the principal sum of Five Hundred Thousand Dollars ($500,000.00),
with Five percent (5%) interest per annum, with the principal of this Unsecured
Promissory Note (the "Note") payable as set forth in Section 2, below.




1.         PURPOSE OF NOTE




            This Note is for the purpose of funding
operations. 




2.         PAYMENT OF PRINCIPAL




The Principal
Sum is Five Hundred Thousand Dollars ($500,000) plus
accrued and unpaid interest.  The total Consideration is Five
Hundred Thousand Dollars ($500,000) payable by wire. The
Holder shall pay Thirty-Five Thousand Five Hundred Dollars ($35,500) of
the Consideration upon execution of this Note (the "Initial Consideration"). The
Holder may pay additional Consideration to the Maker in such amounts as the Holder
may choose in its sole discretion (the "Additional Consideration"). The
Principal Sum due to the Holder, and as referenced hereinafter, shall be the Initial
Consideration plus any Additional Consideration actually paid by the Holder. 
The Maker is only required to repay the amount funded and the Maker is not
required to repay any unfunded portion of this Note, nor shall any interest or
other rights or remedies granted herein extend to any unfunded portion of this
Note. 




3.         MATURITY DATE




            The entire principal, and any accrued and unpaid
interest, of this Note shall be due and payable on demand, but in no case later
than April 18, 2019.  




4.         PREPAYMENT




            Maker may prepay all or any portion of the
principal of this Note at any time without penalty or premium.




5.         DEFAULT




            5.1       Events of Default.  At
the election of Holder, the entire principal balance of this Note shall become
immediately due and payable upon the occurrence of any one or more of the
following events of default:


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                        5.1.1    Failure to Pay. 
Maker fails to pay any amount due under this Note within ten (10) days of the
due date therefore;




                        5.1.2    Insolvency. 
Maker makes an assignment for the benefit of any one or more of its creditors;
or




                        5.1.3    Bankruptcy. 
There is commenced with respect to Maker a bankruptcy proceeding under the
Bankruptcy Code, as amended from time to time.




            5.2       Holder's Election. 
Holder's failure to exercise the election described in this Section 4 with
respect to any event of default shall not constitute a waiver of the right to
exercise such election upon the occurrence of any subsequent default.




6.         GENERAL PROVISIONS




            6.1       Medium.  All sums due
hereunder shall be paid in lawful money of the United States of America.




            6.2       Gender; Number.  In this
Note, the singular shall include the plural, each gender shall include the
other, and this Note shall be the joint and several obligation of each Maker.




            6.3       Waiver. Maker, for
itself and its legal representatives, successors, and assigns, expressly waives
demand, notice of nonpayment, presentment for demand, presentment for the
purpose of accelerating maturity, dishonor, notice of dishonor, protest, notice
of protest, notice of maturity, and diligence in collection.




            6.4       Governing Law.  This
Note shall be construed in accordance with the laws of the State of Nevada. 
Each Maker hereby consents to the jurisdiction of the courts of the State of Nevada
with respect to any matter relating to the enforcement of any rights created by
or evidenced in this Note.




            6.5       Captions. The section
and subsection headings in this Note are included for purposes of convenience
and reference only and shall not affect in any way the meaning or
interpretation of this Note.




            6.6       Collection Costs.  If
any action is commenced to construe the terms and conditions of this Note or
enforce the rights of Holder hereunder, then the party prevailing in that
action shall recover as part of the judgment its entire attorneys' fees and
costs in that action, as well as all costs and fees of enforcing any judgment
entered therein.


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            IN WITNESS WHEREOF, the undersigned Maker
has executed this Note on the date set forth below.







  





	
  Holder

  	

  	
  Maker

  
	

  	

  	
  CLOUDCOMMERCE, INC.

  
	
  a

  	

  	
  a Nevada Corporation

  
	

  	

  	

  
	

  	

  	

  
	

  	

  	

  
	

  
  


  	

  	
   
	

   	

   	
   
	

   	

   	
   
	

   	

   	
  
    Andrew Van Noy

  
	

  	

  	
  Chief Executive Officer

  
	

  	

  	

  
	

  	

  	

  







  







 

 

 

 

 

 

 

 

 

 

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