EXHIBIT 10.1






EXCHANGE
AGREEMENT






THIS EXCHANGE AGREEMENT
("Agreement") is entered into as of June 23, 2016, by and between CloudCommerce,
Inc., a Nevada corporation (the "Company"), and                   (the "Investor"),
with respect to the following facts:




R E C I T A L S




 




A.        The Company
entered into loan transactions with the Investor in the aggregate principal
amount of $                   , as described below, which were evidenced
by certain convertible promissory Notes (the "Notes"), copies of which are
attached hereto as Exhibit A.




 




	
    
      Effective Date


    	
     
	
    
      Annual Interest


    	
     
	
    
      Outstanding Principal
      Balance


    









 








B.         The Investor desires
to tender the Notes to the Company for cancellation, including all outstanding
principal and accrued unpaid interest, in exchange for the issuance by the
Company to Investor of                     shares of the Company's
Series B Preferred Stock (the "Shares"). 




C.        The Company
desires to issue the Shares to the Investor in exchange for the cancellation of
the Notes.




D.        The closing of
the transactions contemplated by this Agreement (the "Closing") will be deemed
to have occurred upon the completion of the deliveries by each Party to this
Agreement described in Section 2 of this Agreement.




NOW, THEREFORE,
for good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged by the parties to this Agreement, and in light of the
recitals stated above, the parties to this Agreement hereby agree as follows:




Section 1. EXCHANGE OF NOTES FOR SHARES




The Investor agrees to
tender the Notes to the Company for cancellation in exchange for which the
Company agrees to issue                  Shares of the Company's Series
B Preferred Stock to the Investor. The Investor agrees that upon receipt of the
Shares, the Notes shall be deemed fully paid and satisfied.  In the event the Notes
are lost or destroyed, the Investor hereby warrants that the Notes are lost or
destroyed and agrees to immediately surrender to the Company said Notes should
it later be found.  The Investor hereby agrees to indemnify and hold harmless
the Company and its affiliates against all liability, costs, damages, claims or
expenses which may be incurred by any of them as a result of any claim to
ownership of the lost Notes asserted by the Investor or by anyone other than Investor.




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Section 2. DELIVERIES


2.1    The Company. 
The Company will cause its transfer agent to a deliver certificate evidencing
the Shares issuable to the Investor within five (5) business days after
delivery of the Notes or an affidavit that said Notes are lost by the Investor
to the Company.  




2.2    The Investor. 
The Investor will deliver the Notes or an affidavit that said Notes are lost
upon the execution of this Agreement.  The Investor also agrees to deliver any
other document reasonably requested by the Company that it deems necessary for
the consummation of the transactions contemplated by this Agreement.




Section 3.  EQUITABLE
RELIEF.




3.1       Damages
Inadequate.  Each party acknowledges that it would be impossible to measure
in money the damages to the other party if there is a failure to comply with
any covenants or provisions of this Agreement, and agrees that in the event of
any breach of any covenant or provision, the other party to this Agreement will
not have an adequate remedy at law.




3.2       Equitable
Relief.  It is therefore agreed that the other party to this Agreement who
is entitled to the benefit of the covenants or provisions of this Agreement
which have been breached, in addition to any other rights or remedies which
they may have, shall be entitled to immediate equitable relief to enforce such
covenants and provisions, and that in the event that any such action or
proceeding is brought in equity to enforce them, the defaulting or breaching
party will not urge a defense that there is an adequate remedy at law.




Section 4. MISCELLANEOUS




4.1       Further
Assurances.  The parties to this Agreement hereby agree to execute any
other documents and take any further actions which are reasonably necessary or
appropriate in order to implement the transactions contemplated by this
Agreement.




4.2       Counterparts. 
This Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.




4.3       Governing Law. 
This Agreement shall be construed in accordance with, and governed in all
respects by, the laws of the State of Nevada.




4.4       Successors
and Assigns.  This Agreement shall be binding upon the parties hereto and
their respective heirs, successors and assigns, if any, and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns, if any.




 


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4.5       Severability. 
The provisions of this Agreement are severable and in the event that one or
more of its provisions are deemed to be unenforceable or invalid for any
reason, such finding will not affect the enforceability or validity of any
other provision of this Agreement, which shall remain in full force and effect.




4.6       Public
Disclosure. The Company and the Investor agree not to issue any public
statement with respect to the Investor's investment or proposed investment in
the Company or the terms of any agreement or covenant without the other party's
prior written consent, except such disclosures as may be required under
applicable law or under any applicable order, rule or regulation. The Company
agrees to reference Investor only as "an accredited investor" and attach only a
form copy of this Agreement, including exhibits, in any of the Company's
filings with the Securities and Exchange Commission or any other public
filings, except such full disclosures as may be required under applicable law
or under any applicable order, rule or regulation.


4.7       Waiver. 
No failure or delay on the part of either party hereto in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or privilege.




4.8       Entire Agreement. 
This Agreement sets forth the entire understanding of the parties hereto and
supersedes all prior agreements and understandings between the parties relating
to the subject matter hereof.




4.9       Parties in
Interest.  None of the provisions of this Agreement or of any other
document relating hereto is intended to provide any rights or remedies to any
person (including, without limitation, any employees or creditors of the
Company) other than the parties hereto and their respective heirs, successors and
assigns, if any.




4.10     Authorized
Signatures.  Each party to this Agreement hereby represents that the
persons signing below are duly authorized to execute this Agreement on behalf
of their respective party.




 



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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the date
first above written.






 






	COMPANY:	 	CLOUDCOMMERCE, INC.
	 	 	 
	 	 	 
	 	 	
    
      By:

    
	 	 	Andrew Van Noy, Chief Executive Officer
	 	 	 
	INVESTOR:	 	 
	 	 	 
	 	 	
    
      By:

    
	 	 	 




  

 

 

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EXHIBIT A




NOTES