Exhibit 4.1


 


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


 


42,000 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 Lake Street Capital Markets, LLC and its permitted successors and assigns (collectively, the “Holder”)
the right to purchase from the Company up to Forty-Two Thousand (42,000) 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.


 




    	 	2	 



    	 		 



    

 


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


 







    	 	3	 



    	 		 



    

 


(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.


 




    	 	4	 



    	 		 



    

 


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.


 






    	 	5	 



    	 		 



    




 


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.


 





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.


 




    	 	6	 



    	 		 



    

 


(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.


 


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.


 




    	 	7	 



    	 		 



    

 


(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.


 


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;


 




    	 	8	 



    	 		 



    

 


(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


 




    	 	9	 



    	 		 



    

 


(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.


 




    	 	10	 



    	 		 



    

 


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.


 






    	 	11	 



    	 		 



    




 


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.


 





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	 



    	 		 



    

 


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]


 




    	 	14	 



    	 		 



    

 


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 


 







    	 	15	 



    	 		 



    

 


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)