Cloudcommerce Inc (OTCMKTS:CLWD) issued and sold an unsecured promissory note (the “Note”) in the aggregate principal amount of $500,000 to a lender, of which $36,000 was advanced upon execution of the Note (the “Initial Consideration”). The lender may pay additional consideration up to $464,000 to the Company in such amounts as the lender may choose in its sole discretion (the “Additional Consideration”). The principal sum due to the lender pursuant to the Note shall be the Initial Consideration plus any Additional Consideration paid by the lender. The Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of the Note. The principal amount of the Note together with interest accrued thereon is due and payable on demand, but in no case later than October 3, 2019. The Company may prepay all or any portion of the principal of the Note at any time without penalty or premium. The Note bears interest at a rate of 5% per annum and contains customary events of default, including, default in any payment required under the Note, insolvency of the Company and commencement of bankruptcy proceedings with respect to the Company.