NEITHER THIS WARRANT NOR ANY
OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES
LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS WARRANT, HOLDER REPRESENTS THAT HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF
THIS WARRANT OR THE SECURITIES FOR WHICH IT MAY BE EXERCISED WITHOUT REGISTRATION OR COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION
UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.
Date of Issuance: October 22, 2014 (“Issuance Date”)
Certifies That, for value received, Tiburon Opportunity Fund L.P.,
a Delaware limited partnership (including any permitted and registered assigns, the “Holder”),
is entitled to purchase from Cachet Financial Solutions, Inc., a Delaware corporation (the “Company”),
up to 533,336 shares of Common Stock (the “Warrant Shares”) at
the Exercise Price then in effect. This Warrant to Purchase Common Stock (this “Warrant”)
is issued by the Company as of the date hereof pursuant to that certain Securities Purchase Agreement dated September 19, 2014,
by and among the Company, Holder and other parties thereto (the “Purchase Agreement”).
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise
Price” shall mean $2.00 per share, subject to adjustment as provided herein, and the term “Exercise
Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. New York time on the five-year
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less
than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares. On or before the third Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon
receipt by the Company of (i) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number
of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price” and together with the Exercise Notice, the “Exercise Delivery
Documents”) in cash or by wire transfer of immediately available funds or (ii) notification from the Holder that
this Warrant is being exercised pursuant to a Cashless Exercise, as defined below, the Company shall (or direct its transfer agent
to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant
is submitted in connection with any exercise pursuant to Section 1(c) and the number of Warrant Shares represented by this Warrant
submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as
soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant
(in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.
Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price,
elect instead to receive upon such exercise the “Net Number” of
shares of Common Stock determined according to the following formula (a “Cashless
x B) - (A x C)
purposes of the foregoing formula:
the total number of shares with respect to which this Warrant is then being exercised.
the Weighted Average Price of the shares of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
Holder’s Exercise Limitations. The Company shall not effect any exercise
of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving
effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this
Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the
submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination.
of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall
within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder
may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the
Company and shall only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a
successor Holder of this Warrant.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section shall become effective at the close of business on
the date the subdivision or combination becomes effective.
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case:
(i) any Exercise
Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator
of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date;
(ii) the number
of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other
Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock
in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except
that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable
to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with
an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with
respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated
in accordance with the first part of this clause (ii).
Adjustments to Exercise Price. If the Company, at any time from and after the Issuance Date and through the earlier
of (x) such date as the Company shall have received, from and after the Issuance Date, financing aggregating to at least $5,000,000
or (y) the 180th day after the Issuance Date, shall issue any Common Stock or Common Stock Equivalents entitling any person, firm,
association or entity to acquire shares of Common Stock at an effective price per share less than the then-current Exercise Price,
as adjusted hereunder (any such issuance being referred to as a “Dilutive Issuance,”
subject, however, to the proviso contained in the further definition of the term “Dilutive Issuance” contained in
Section 13 below), then the Exercise Price shall be adjusted to match the lowest price per share at which such Common Stock was
issued or may be acquired pursuant to such Common Stock Equivalents in the Dilutive Issuance.
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company
with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved
by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common
Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination
of shares of Common Stock covered by Section 2(a) above) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive
the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate
Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the
Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant (without regard to any limitations on exercise).
5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant
which is the same as the Issuance Date.
Notice of Transfer. The Holder agrees to give written notice to the Company
before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly
the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to
the Company’s counsel. If the proposed transfer may be effected without registration or qualification (under any federal
or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder shall
be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all
in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend
may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation
of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee
or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with
the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.
(b) If the proposed
transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section
7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its
activities in respect to such transfer or disposition as are permitted by law.
(c) Any transferee
of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under Sections
4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the Purchase Agreement (registration
rights, expenses, and indemnity).
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt
written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation
of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A)
with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of
Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made
known to the public prior to or in conjunction with such notice being provided to the Holder.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company
and the Holder. In addition, the restrictions set forth in Section 1(d) can be waived, as to a particular original purchaser of
Preferred Stock and its affiliates, pursuant to a writing signed and delivered by the Company and such original Purchaser prior
to the execution and delivery of this Warrant.
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of Minnesota, without giving effect to the conflicts-of-law principles thereof.
RESOLUTION. A dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic calculation
of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations
via facsimile (a) within two Business Days after receipt of the applicable notice giving rise to such dispute to the Company or
the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances
giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise
Price, Closing Sale Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation
being submitted to the Company or the Holder, as the case may be, then the Company shall, within two Business Days thereafter
submit via facsimile (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the
Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant,
as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later
than ten Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
means Bloomberg Financial Markets.
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the
Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does
not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported
by Bloomberg, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for
such security as reported by Bloomberg, or (iii) if no last trade price is reported for such security by Bloomberg, the average
of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot
be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation
Stock” means the Company common stock, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any
time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(c) above; provided,
however, that a Dilutive Issuance shall not include any Exempt Issuance.
Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, directors or consultants
of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors
of the Company or a majority of the members of a committee of non-employee directors established for such purpose (for the avoidance
of doubt, including the Company’s 2014 Associate Stock Purchase Plan intended to qualify under Section 422 of the Internal
Revenue Code of 1986), (ii) any securities upon the exercise or conversion of any securities issued pursuant to the Purchase Agreement,
(iii) any Common Stock upon the exercise or conversion of securities that are issued and outstanding as of the date of the Purchase
Agreement, (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, (v) shares of Common Stock issued in connection with regularly scheduled dividend payments on the Series
A Preferred Stock, and (vi) shares of Common Stock issued pursuant to any loan or leasing arrangement, real property leasing arrangement,
or debt financing from a bank approved by the Board of Directors of the Company.
Market” means the primary national securities exchange on which the Common Stock is then traded.
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii)
if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs
on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.
Undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock (“Warrant Shares”) of Cachet Financial Solutions, Inc., a
Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant to Purchase Common Stock (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth
in the Warrant.
of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as (check one):
a cash exercise with respect to ________
Warrant Shares; and/or
a “Cashless Exercise” with respect to ________
of Exercise Price. In the event that the holder has elected
a cash exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate
Exercise Price in the sum of $ _______ to the Company in accordance with the terms of the Warrant.
Delivery of Warrant Shares. The Company shall
deliver to the holder ____________ Warrant Shares in accordance with
the terms of the Warrant.
(Print Name of Registered Holder)
(To be signed
only upon authorized transfer of the Warrant)
Value Received, the undersigned hereby sells, assigns,
and transfers unto ______________ the right to purchase ___________ shares of common stock of Cachet Financial Solutions, Inc.,
to which the within Warrant to Purchase Common Stock relates and appoints ___________, as attorney-in-fact, to
transfer said right on the books of Cachet Financial Solutions, Inc. with full power of substitution and re-substitution in
the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions
of the within Warrant.
(Social Security or
Tax Identification No.)
* The signature
on this Assignment of Warrant must correspond to the name as written upon the face of the Warrant to Purchase Common Stock in
every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership,
trust or other entity, please indicate your position(s) and title(s) with such entity.