Exhibit
4.2


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR
CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON UNTIL 180 DAYS IMMEDIATELY
FOLLOWING THE EFFECTIVE DATE OF THE OFFERING (AS DEFINED BELOW), EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).


 


CACHET
FINANCIAL SOLUTIONS, INC.


 


REPRESENTATIVE’S
WARRANT


 


28,000
shares of Common Stock


 


March
15, 2017


 


This
REPRESENTATIVE’S WARRANT (this “Warrant”) of Cachet Financial Solutions, Inc., a corporation
duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued
pursuant to that certain Underwriting Agreement, dated as of March 10, 2017 (the “Underwriting Agreement”),
by and among the Company and Lake Street Capital Markets, LLC, as the representative of the underwriters named therein (the “Representative”)
relating to a firm commitment public offering (the “Offering”) of common stock, $0.0001 par value per share,
of the Company (the “Common Stock”), and warrants to the purchase Common Stock underwritten by the Representative
and the underwriters named in the Underwriting Agreement.


 


FOR
VALUE RECEIVED, the Company hereby grants to National Securities Corporation and its permitted successors and assigns (collectively,
the “Holder”) the right to purchase from the Company up to Twenty-Eight Thousand (28,000) shares of Common
Stock (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $4.95
(the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.


 


1.
Date of Warrant Exercise. This Warrant shall become exercisable from and after March 15, 2017 (the “Exercise Date”).
This Warrant and the securities issuable upon exercise hereof may not be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would
result in the effective economic disposition of such securities by any person prior to the date that is 180 days immediately following
the effective date of the Offering, except in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”)
Rule 5110(g)(2).


 


2.
Expiration of Warrant. This Warrant shall expire at 5:00 p.m., New York City time, on March 10, 2022, the date that is
five years from the effective date of the Offering (the “Expiration Date”).


 


3.
Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.


 




    	 



    	 



    

 


3.1
Manner of Exercise.


 


(a)
This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date,
in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any
portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day
on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”),
by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written
exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by
the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise
of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial
exercise, replace it with a new Warrant document in accordance with Section 3.3


 


(b)
Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate
Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased
by the Holder upon such exercise.


 


(c)
The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder,
be paid in full or in part on a “cashless basis” at the election of the Holder:


 


(i)
in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the
date of exercise);


 


(ii)
in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant
having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being
purchased by the Holder; or


 


(iii)
by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered
to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.


 


For
purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date, the average
closing price of the Common Stock for the five (5) trading days immediately preceding the applicable exercise herein as officially
reported by the principal securities exchange or market on which the Common Stock is then listed or admitted to trading, or, if
the Common Stock is not listed or admitted to trading on any securities exchange or other market as determined in good faith by
resolution of the Board of Directors of the Company, based on the best information available to it.


 




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For
purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c)(ii) (or for a portion thereof for which cashless
exercise treatment is requested as contemplated by Section 3.1(c)(iii) hereof), the calculation of such exercise shall be as follows:


 


X
= Y (A-B)/A


 


where:


 


X
= the number of Warrant Shares to be issued to the Holder (rounded to the nearest whole share).


 


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.


 


A
= the Fair Market Value of the Common Stock.


 


B
= the Exercise Price.


 


(d)
For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood, and acknowledged that the Common Stock
issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above shall be deemed
to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section
3.1(c) above shall be deemed to have commenced on the date this Warrant was issued.


 


3.2
When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close
of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections
3.1 and 12 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable
upon exercise as provided in Section 3.3 hereof shall be deemed to have become the holder or holders of record thereof of the
number of Warrant Shares purchased upon exercise of this Warrant.


 


3.3
Delivery of Common Stock Certificates and New Warrant. As soon as reasonably practicable after each exercise of this Warrant,
in whole or in part, and in any event within five (5) Business Days thereafter, the Company, at its expense (including the payment
by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to
Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct:


 


(a)
a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly
issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise; and


 




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(b)
in case exercise is in part only, a new Warrant document of like tenor, dated the date hereof, for the remaining number of Warrant
Shares issuable upon exercise of this Warrant after giving effect to the partial exercise of this Warrant (including the delivery
of any Warrant Shares as payment of the Exercise Price for such partial exercise of this Warrant).


 


4.
Certain Adjustments. For so long as this Warrant is outstanding:


 


4.1
Mergers or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination
or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the terms of securities
issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with
another corporation, association, partnership, organization, business, individual, government or political subdivision thereof
or a governmental agency (a “Person” or the “Persons”) (other than a merger with another
Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the terms
of securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile
of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful provision and adjustment
shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares
of stock or any other equity or debt securities or cash or other property receivable upon such Reorganization or Merger by a holder
of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such
Reorganization or Merger. In any such case, appropriate adjustment shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder after the Reorganization or Merger to the end that the provisions
of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable
after that event, as near as reasonably may be, in relation to any shares of stock, securities, property, cash or other property
thereafter deliverable upon exercise of this Warrant. The provisions of this Section 4.1 shall similarly apply to successive Reorganizations
and/or Mergers.


 


4.2
Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time effectuate a split
or subdivision of the outstanding shares of Common Stock or pay a dividend in or make a distribution payable in additional shares
of Common Stock or any capital stock or other security of the Company that is at any time and under any circumstances directly
or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any
capital stock or other security of the Company (including, without limitation, Common Stock) (“Common Stock Equivalents”)
without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including
the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or
the date of such distribution, split or subdivision if no record date is fixed), the per share Exercise Price shall be appropriately
decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase)
of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend or distribution
is not effectuated.


 




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4.3
Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased
by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and
the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.


 


4.4
Adjustments for Other Distributions. In the event the Company shall declare a distribution payable in securities of other
Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends or distributions to
the holders of Common Stock paid out of current or retained earnings and declared by the Company’s board of directors) or
options or rights not referred to in Sections 4.1, 4.2 or 4.3, then, in each such case for the purpose of this Section 4.4, upon
exercise of this Warrant, the Holder shall be entitled to a proportionate share of any such distribution as though the Holder
was the actual record holder of the number of Warrant Shares as of the record date fixed for the determination of the holders
of Common Stock of the Company entitled to receive such distribution.


 


5.
No Impairment. The Company will not, by amendment of its certificate of incorporation or by-laws or through any consolidation,
merger, reorganization, transfer of assets, 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, but will at all times in good faith assist in the
carrying out of all of the terms and in the taking of all actions necessary or appropriate in order to protect the rights of the
Holder against impairment.


 


6.
Chief Financial Officer’s Report as to Adjustments. With respect to each adjustment pursuant to Section 4 of this
Warrant, the Company, at its expense, will promptly compute the adjustment or re-adjustment in accordance with the terms of this
Warrant and cause its Chief Financial Officer to certify the computation (other than any computation of the fair value of property
of the Company, as the case may be) and prepare a report setting forth, in reasonable detail, the event requiring the adjustment
or re-adjustment and the amount of such adjustment or re-adjustment, the method of calculation thereof and the facts upon which
the adjustment or re-adjustment is based, and the Exercise Price and the number of Warrant Shares or other securities purchasable
hereunder after giving effect to such adjustment or re-adjustment, which report shall be mailed by first class mail, postage prepaid
to the Holder. The Company will also keep copies of all reports at its office maintained pursuant to Section 10.2(a) hereof and
will cause them to be available for inspection at the office during normal business hours upon reasonable notice by the Holder
or any prospective purchaser of the Warrant designated by the Holder thereof.


 


7.
Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times
during the term of this Warrant, reserve and keep available out of its authorized shares of Common Stock, free from all taxes,
liens and charges with respect to the issue thereof and not subject to preemptive rights or other similar rights of shareholders
of the Company, such number of its shares of Common Stock as shall from time to time be sufficient to effect in full the exercise
of this Warrant. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect
in full the exercise of this Warrant, in addition to such other remedies as shall be available to Holder, the Company will promptly
take such corporate action as may, in the opinion of its counsel, be necessary to increase the number of authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using
its Reasonable Best Efforts (as defined in Section 14 hereof) to obtain the requisite shareholder approval necessary to increase
the number of authorized shares of Common Stock. The Company hereby represents and warrants that all shares of Common Stock issuable
upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise, shall be validly issued, fully
paid and nonassessable.


 




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8.
Registration and Listing.


 


8.1
Definition of Registrable Securities; Majority. As used herein, the term “Registrable Securities” means
any shares of Common Stock (or other securities to the extent issuable following the adjustments set forth in Section 4 hereof)
issuable upon the exercise of this Warrant, until the date (if any) on which such shares shall have been transferred or exchanged
and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law
then in force. For purposes of this Warrant, the term “Majority”, in reference to the holders of Registrable
Securities, shall mean in excess of fifty percent (50%) of the then outstanding Warrant Shares (assuming the exercise of the entire
Warrant) that: (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective
affiliates, members of their family, Persons acting as nominees or in conjunction therewith and (ii) have not be resold to the
public pursuant to a registration statement filed under the Securities Act.


 


8.2
Required Registration.


 


(a)
At any time on or after the Exercise Date and on or before the Expiration Date and to the extent there is not then a current and
effective registration statement under Securities Act covering the exercise of this Warrant, but in no event on more than one
(1) occasion at the Company’s expense and a separate one (1) occasion at the expense of the Majority of such Registrable
Securities, upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable
Securities, the Company will use its Reasonable Best Efforts to effect the registration of the respective shares of the holders
of Registrable Securities under the Securities Act to the extent requisite to permit the public disposition thereof as expeditiously
as reasonably possible, but in no event later than 120 days from the date of such request.


 


(b)
Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as shall be
selected by the Company, and (ii) as shall permit the public disposition of such Registrable Securities in accordance with this
Section 8.2. The Company agrees to include in any such registration statement all information which the requesting holders of
Registrable Securities shall reasonably request, which is required to be contained therein. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.2.


 


(c)
A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a registration statement
with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by any
stop order, injunction or other order or requirement of the Securities and Exchange Commission or other governmental agency or
court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.


 




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8.3
Incidental Registration Rights.


 


(a)
If the Company, at any time on or after September 6, 2017 and on or before the Expiration Date and to the extent there is not
then a current and effective registration statement under the Securities Act covering the exercise of this Warrant, proposes to
register any of its securities under the Securities Act (other than in connection with a registration on Form S-4 or S-8 or any
successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable
Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to
any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but
not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities
of its intention to do so. Upon the written request of any such holder of Registrable Securities made within ten (10) days after
the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder),
except as set forth in Section 8.3(b), the Company will use its Reasonable Best Efforts to effect the registration under the Securities
Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent requisite
to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the
registration statement which covers the securities which the Company proposes to register; provided, however, that if,
at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either
to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice
of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of
its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay
the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted
to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including
the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration.
The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this
Section 8.3.


 


(b)
If the Company at any time on or after September 6, 2017 and on or before the Expiration Date and to the extent there is not then
a current and effective registration statement under the Securities Act covering the exercise of this Warrant, proposes to register
any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by
or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable
Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder
among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering
shall inform the Company by letter of its belief that inclusion in such distribution of all or a specified number of such securities
proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed
by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities,
such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then
the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares,
reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration (if and to
the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities
and Other Shares the registration of which shall have been requested by each holder thereof so that the resulting aggregate number
of such Registrable Securities and Other Shares so included in such registration, together with the number of securities to be
included in such registration for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s
letter.


 




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8.4
Registration Procedures. Whenever the holders of Registrable Securities have properly requested that any Registrable Securities
be registered pursuant to the terms of this Warrant, the Company shall use its Reasonable Best Efforts to effect the registration
and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:


 


(a)
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its Reasonable Best
Efforts to cause such registration statement to become effective;


 


(b)
notify such holders of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary
to (i) keep such registration statement effective and the prospectus included therein usable for a period commencing on the date
that such registration statement is initially declared effective by the SEC and ending on the date when all Registrable Securities
covered by such registration statement have been sold pursuant to the registration statement or cease to be Registrable Securities,
and (ii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration
statement;


 


(c)
furnish to such holders such number of copies of such registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such holders;


 




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(d)
use its Reasonable Best Efforts to register or qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as such holders reasonably request and do any and all other acts and things which may be reasonably necessary
or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such holders; provided, however, that the Company shall not be required to: (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this subparagraph; (ii) subject itself to taxation in
any such jurisdiction; or (iii) consent to general service of process in any such jurisdiction;


 


(e)
notify such holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement
of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances in which
they are made, not materially misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement
or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein,
in light of the circumstances in which they are made, not materially misleading;


 


(f)
provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration
statement;


 


(g)
make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers, directors, managers, employees and independent
accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection
with such registration statement;


 


(h)
otherwise use its Reasonable Best Efforts to comply with all applicable rules and regulations of the SEC, and make available to
its security holders, as soon as reasonably practicable, an earnings statement of the Company, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and, at the option of the Company, Rule 158 thereunder;


 


(i)
in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending
or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such
registration statement for sale in any jurisdiction, the Company shall use its Reasonable Best Efforts promptly to obtain the
withdrawal of such order;


 


(j)
use its Reasonable Best Efforts to cause any Registrable Securities covered by such registration statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities; and


 




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(k)
if the offering is underwritten, use its Reasonable Best Efforts to furnish on the date that Registrable Securities are delivered
to the underwriters for sale pursuant to such registration, an opinion dated such date of counsel representing the Company for
the purposes of such registration, addressed to the underwriters covering such issues as are reasonably required by such underwriters.


 


8.5
Listing. The Company shall secure the listing of the Common Stock underlying this Warrant upon each national securities
exchange or automated quotation system upon which shares of Common Stock are then listed or quoted (subject to official notice
of issuance) and shall maintain such listing of shares of Common Stock.


 


8.6
Expenses. The Company shall pay all Registration Expenses relating to the registration and listing obligations set forth
in this Section 8. For purposes of this Warrant, the term “Registration Expenses” means: (a) all registration,
filing and FINRA (as defined below) fees, (b) all reasonable fees and expenses of complying with securities or blue sky laws,
(c) all word processing, duplicating and printing expenses, (d) the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any special audits or “cold comfort” letters required by
or incident to such performance and compliance, (e) premiums and other costs of policies of insurance (if any) against liabilities
arising out of the public offering of the Registrable Securities being registered if the Company desires such insurance, if any,
and (f) fees and disbursements of one counsel for the selling holders of Registrable Securities, which fees and disbursements
shall not exceed $5,000; provided however, that, in any case where Registration Expenses are not to be borne by the Company,
such expenses shall not include (and such expenses shall be borne by the Company): (i) salaries of Company personnel or general
overhead expenses of the Company, (ii) auditing fees, (iii) premiums or other expenses relating to liability insurance required
by underwriters of the Company, or (iv) other expenses for the preparation of financial statements or other data, to the extent
that any of the foregoing either is normally prepared by the Company in the ordinary course of its business or would have been
incurred by the Company had no public offering taken place. Registration Expenses shall not include any underwriting discounts
and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes of the selling holders of Registrable
Securities.


 


8.7
Information Provided by Holders. As a condition to the Company’s obligations to effect any registration of the Registrable
Securities under this Section 8, any holder of Registrable Securities included in any such registration shall furnish to the Company
such information as the Company may reasonably request in writing to enable the Company to comply with the provisions hereof in
connection with any registration referred to in this Warrant.


 


8.8
Effectiveness Period. The Company shall use its Reasonable Best Efforts to keep each registration statement contemplated
hereunder continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable
Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration
Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule
144 under the Securities Act, as determined by the counsel to the Company pursuant to a written opinion letter to such effect,
addressed and reasonably acceptable to the Company’s transfer agent and the affected holders of Registrable Securities.


 




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8.9
Net Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to
receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether
the Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that
the foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration
obligations hereunder.


 


9.
Restrictions on Transfer.


 


9.1
Restrictive Legends. This Warrant and each Warrant issued upon transfer or in substitution for this Warrant pursuant to
Section 10 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon
the transfer of any such Common Stock shall be transferable only upon satisfaction of the conditions specified in this Section
9. Each of the foregoing securities shall be stamped or otherwise imprinted with a legend reflecting the restrictions on transfer
set forth herein and any restrictions required under the Securities Act or other applicable securities laws.


 


9.2
Notice of Proposed Transfer. Prior to any transfer of any securities which are not registered under an effective registration
statement under the Securities Act (“Restricted Securities”), which transfer may only occur if there is an
exemption from the registration provisions of the Securities Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder’s intention to effect a transfer (and shall describe the manner and circumstances
of the proposed transfer). The following provisions shall apply to any proposed transfer of Restricted Securities:


 


(i)
If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without
registration of the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the legal
conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with
the terms of the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued
upon or in connection with any transfer shall bear the restrictive legends required by Section 9.1 hereof.


 


(ii)
If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities
until either: (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section
9.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered
under the Securities Act.


 


9.3
Certain Other Transfer Restrictions. Notwithstanding any other provision of this Section 9: (i) this Warrant and the securities
issuable upon exercise hereof may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging,
short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by
any person prior to the date that is 180 days immediately following the effective date of the Offering, except in accordance with
FINRA Rule 5110(g)(2), and (ii) no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder
thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms
hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable
securities laws.


 




    	 	11	 



    	 		 



    

 


9.4
Termination of Restrictions. Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon
the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall
have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof
and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or
Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall
be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like
tenor not bearing the applicable legends required by Section 9.1 hereof.


 


10.
Ownership, Transfer, Sale and Substitution of Warrant.


 


10.1
Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register
maintained pursuant to Section 10.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to
the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated
to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject
to Sections 9 and 10 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first
having been issued.


 


10.2
Office; Exchange of Warrant.


 


(a)
The Company will maintain its principal office at the location identified in the prospectus relating to the Offering or at such
other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Exchange
Act or as the Company otherwise notifies the Holder.


 


(b)
The Company shall cause to be kept at its office maintained pursuant to Section 10.2(a) hereof a Warrant Register for the registration
and transfer of the Warrant. The name and address of the holder of the Warrant, the transfers thereof and the name and address
of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so
registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall
not be affected by any notice or knowledge to the contrary.


 


(c)
Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company
maintained pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to compliance with Section 9 hereof, if
applicable) execute and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder
or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face
thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to
any previous adjustment(s) to the number of Warrant Shares).


 




    	 	12	 



    	 		 



    

 


10.3
Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity
reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company, at its expense, will execute
and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.


 


10.4
Opinions. In connection with the sale of the Warrant Shares by Holder, the Company agrees to cooperate with the Holder,
and at the Company’s expense, have its counsel provide any legal opinions required to remove the restrictive legends from
the Warrant Shares in connection with a sale, transfer or legend removal request of Holder.


 


11.
No Rights or Liabilities as Stockholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder
of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof
for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided herein. Holder will not be entitled to share in the assets
of the Company in the event of a liquidation, dissolution or the winding up of the Company.


 


12.
Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the
parties hereto as follows: (a) if to the Holder, to the address and fax number indicated on the books and records of the Company
or (b) if to the Company, to the attention of its Chief Executive Officer at its office maintained pursuant to Section 10.2(a)
hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices
shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or
refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated
by the sending fax machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first
Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days
after deposit thereof in the U.S. mail.


 


13.
Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock
underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate
for shares of Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying
this Warrant upon exercise hereof.


 


14.
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant
shall be construed and enforced in accordance with and governed by the laws of the State of Nevada. The section headings in this
Warrant are for purposes of convenience only and shall not constitute a part hereof. When used herein, the term “Reasonable
Best Efforts” means, with respect to the applicable obligation of the Company, reasonable best efforts for similarly
situated publicly-traded companies.


 


[Signature
Page Follows]


 




    	 	13	 



    	 		 



    

 


IN
WITNESS WHEREOF, the Company has caused this Representative’s Warrant to be duly executed as of the date first above
written.


 


	 	CACHET
    FINANCIAL SOLUTIONS, INC.
	 	 	 
	 	By:	/s/
    Bryan Meier
	 	Name:	Bryan
    Meier
	 	Title:	Chief
    Financial Officer


 




    	 	14	 



    	 		 



    

 


EXHIBIT
A


FORM
OF EXERCISE NOTICE


[To
be executed only upon exercise of Warrant]


 


To
CACHET FINANCIAL SOLUTIONS, INC.:


 


The
undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant
with respect to ________________________ Warrant Shares, at an exercise price per share of $______, and requests that the certificates
for such Warrant Shares be issued, subject to Sections 9 and 10, in the name of, and delivered to:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


The
undersigned is hereby making payment for the Warrant Shares in the following manner: [check one]


 


[  ]
by cash in accordance with Section 3.1(b) of the Warrant


 


[  ]
via cashless exercise in accordance with Section 3.1(c) of the Warrant in the following manner:


 


	 
	 
	 


 


The
undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial
owner of the Warrant.


 


	Dated: _______________	 
	 	 	 
	 	Print
    or Type Name	 
	 	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of Warrant)	 
	 	 	 
	 	(Street
    Address)	 
	 	 	 
	 	(City)
            (State)            (Zip Code)	 


 




    	 



    	 



    

 


EXHIBIT
B


FORM
OF ASSIGNMENT


[To
be executed only upon transfer of Warrant]


 


For
value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto _____________________
[include name and addresses] the rights represented by the Warrant to purchase __________ shares of Common Stock of CACHET
FINANCIAL SOLUTIONS, INC. to which the Warrant relates, and appoints _____________________ Attorney to make such transfer
on the books of CACHET FINANCIAL SOLUTIONS, INC. maintained for the purpose, with full power of substitution in the premises.


 


	Dated:_______________	 
	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of Warrant)
	 	 
	 	(Street
    Address)
	 	 
	 	(City)          (State)          (Zip Code)
	 	 
	Signed
    in the presence of:	 
	 	(Name)
	 	 
	 	(Signature
    of Transferee)
	 	 
	 	(Street
    Address)
	 	 
	 	(City)           (State)           (Zip Code)
	 	 
	Signed
    in the presence of:	 
	 	(Name)