SoOum Corp. (fka SOUM)

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EXHIBIT 10.1

EXCHANGE AGREEMENT

This Exchange Agreement together with all the Exhibits, Schedules and other attachments (the "Agreement") is entered into on August 25, 2016 and is made among SOOUM CORP. , a Minnesota corporation ("SOOUM "), WESTERN GRADE, LLC , an Arizona limited liability company ("WESTERN"), the members of WESTERN listed in Exhibit "A" attached hereto (hereinafter referred to sometimes collectively as "WESTERN SHAREHOLDERS").

PRELIMINARY STATEMENTS

WHEREAS, the Board of Directors of SOOUM deem it advisable and generally in their best interests that SOOUM acquire all of the issued and outstanding member interests of WESTERN;

WHEREAS, SOOUM shall be the acquiring corporation and SOOUM has authorized capital stock consisting of 5,000,000,000 shares of voting common stock with $.0001 par value per share;

NOW, THEREFORE, in consideration of the premises and of the mutual agreement, covenants, and provisions hereinafter set forth, the parties hereto agree that all of the outstanding ownership interests of WESTERN shall be exchanged for shares of SOOUM common and preferred stock, effective the Effective Date (as hereinafter defined) and hereby agree upon and prescribe the terms and conditions of such exchange and the manner of carrying the same into effect, as follows:


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