NEITHER THIS WARRANT NOR ANY OF THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT 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.


 


WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.:W2016-11-15-1


Number of Shares of Common Stock: 45,547


Date of Issuance: November 16, 2016 (“Issuance
Date”)


 


This
Certifies That, for value received, James L. Davis. (including any permitted and registered assigns, the “Holder”),
is entitled to purchase from Cachet Financial Solutions, Inc., a Delaware corporation (the “Company”), up to
45,547 shares of Common Stock (the “Warrant Shares”) at the Exercise Price then in effect.


 


Capitalized terms used in this Warrant to Purchase
Common Stock (this “Warrant”) shall have the meanings set forth in the body of this Warrant or in Section 13
below. For purposes of this Warrant, the term “Exercise Price” shall mean $4.94 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 anniversary thereof.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics 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.


 



    	 	 	 



    	 



    

 


(b) No 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.


 


(c) Cashless Exercise. The Holder may,
in its sole discretion, at any time prior to the effective date of a registration statement filed by the Company or any Subsidiary
under the Securities Act covering the Warrant Shares, 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 Exercise”):


 


Net Number = (A x B) – (A x C)


B


 


For purposes of the foregoing formula:


 


	 	A =	the total number of shares with respect to which this Warrant is then being exercised.
	 	 	 
	 	B = 	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.
	 	 	 
	 	C = 	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


2. ADJUSTMENTS. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as follows:


 



    	 	2	 



    	 



    

 


(a) Subdivision 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.


 


(b) Distribution 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;
and


 


(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).


 



    	 	3	 



    	 



    

 


3. FUNDAMENTAL 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.


 


4. NON-CIRCUMVENTION. 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 non-assessable 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.


 



    	 	4	 



    	 



    

 


6. REISSUANCE.


 


(a) Lost, 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.


 


(b) Issuance 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.


 


7. TRANSFER.


 


(a) 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.


 


8. NOTICES. Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at or prior to 5:30 p.m. (Minneapolis time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile on a day that is not a Trading Day or later than 5:30 p.m. (Minneapolis
time) on any Trading Day, (c) the third Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices
and communications shall be as set forth in the Exercise Notice. 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.


 



    	 	5	 



    	 



    

 


9. 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.


 


10. GOVERNING 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.


 


11. DISPUTE 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.


 


12. ACCEPTANCE. Receipt of this Warrant
by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 






    	 	6	 



    	 



    

 


13. CERTAIN DEFINITIONS. For purposes
of this Warrant, the following terms shall have the following meanings:


 


(a) “Bloomberg” means Bloomberg
Financial Markets.


 


(b) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


(c) “Closing 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 period.


 


(d) “Commission”
means the United States Securities and Exchange Commission.


 


(e) “Common 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.


 


(f) “Common 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 Stock.


 


(g) “Exchange
Act” means the Securities Exchange Act of 1934, and the rules and regulations thereunder.


 


(h) “Exempt 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 Common Stock upon the exercise or conversion of securities that are issued and outstanding as of the date hereof, (iii)
securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the
Company, (iv) shares of Common Stock issued in connection with regularly scheduled dividend payments on the Series C Preferred
Stock, and (v) 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.


 



    	 	7	 



    	 



    

 


(i) “Principal Market” means
the primary national securities exchange on which the Common Stock is then traded.


 


(j) “Securities
Act” means the Securities Act of 1933, and the rules and regulations thereunder.


 


(k) “Trading 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.


 


* * * * * * *


 



    	 	8	 



    	 



    

 


In Witness
Whereof, the Company has caused this Warrant to be duly executed as of the Issuance Date.


 


	 	CACHET FINANCIAL SOLUTIONS, INC.
	 	 
	 	/s/ Bryan Meier
	 	Bryan Meier
	 	Executive Vice President & Chief Financial Officer


 



    	 	 	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to
exercise this Warrant to Purchase Common Stock)


 


The
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.


 


1. Form
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 _______________ Warrant Shares. 


 


2. Payment
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.


 


3. Delivery
of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of
the Warrant.


 


	Date:		 	 
	 	 	 	 
	 	 	(Print Name of Registered Holder) 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	 
	 	 	 


 






    	 	 	 



    	 



    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer
of the Warrant)


 


For
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.


 


	Dated: __________________	 
	 	 
	 	(Signature) *
	 	 
	 	(Name) 
	 	 
	 	(Address)
	 	
	 	(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.