DEMAND
PROMISSORY NOTE


(Cachet
Financial Solutions Inc.)


 


Note
No: DN2015-02


 


	$
    200,000	March
    23, 2015
	 	Minneapolis,
    Minnesota (USA)


 


	1.	PROMISE
    TO PAY. FOR VALUE RECEIVED, Cachet Financial Solutions Inc., a Minnesota corporation (“Maker”), hereby promises
    to pay to James L. Davis, a Florida resident, or his or her assigns (“Holder”), the principal amount
    of Two Hundred Thousand and No/100 Dollars ($200,000) (the “Principal Amount”). This Promissory Note
    is referred to herein as the “Note.”
	 	 
	2.	INTEREST.
    The Principal Amount of this Note will bear simple interest at the rate of ten percent (10%) per annum. Interest will accrue
    on the basis of actual days elapsed in a 365-day year.
	 	 
	3.	PAYMENTS.
    The Principal Amount of this Note, together with accrued but unpaid interest and any other sums owed hereunder, shall be due
    and payable at the written demand of Holder after the earlier of either (a) such time as Maker has raised sufficient new funds
    (net of related offering expenses) to make such payment, as reasonably determined by Holder, or (b) the close of business
    on June 30, 2015. All payments and prepayments shall, at the option of Holder, be credited first to any costs of collection,
    second to accrued but unpaid interest, and third to the Principal Amount.
	 	 
	4.	PREPAYMENTS.
    Maker may prepay the Principal Amount outstanding in whole or in part without penalty.
	 	 
	5.	DEFAULT.
    A default shall be deemed to have occurred under this Note if (each a “Default”): (i) Maker fails
    to comply with any of the terms of this Note, which failure continues uncured for more than 15 days after written notice thereof
    to Maker; (ii) Maker should dissolve; (iii) Maker commences a voluntary case or other proceeding seeking liquidation, reorganization
    or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter
    in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of its or any
    part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official
    in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors,
    or shall fail generally to pay its debts as they become due; or (iv) an involuntary case or other proceeding shall be commenced
    against Maker seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency
    or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or
    other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall
    remain undismissed and unstayed for a period of 45 days. In the event of Default, Holder shall have the remedies provided
    for in this Note under Section 6.
	 	 
	6.	REMEDIES
    UPON DEFAULT. If the Principal Amount, together with accrued but unpaid interest thereon, has not been paid when due or
    there is a Default, then the entire Principal Amount and all accrued but unpaid interest shall (without notice to or demand
    upon Maker) become due and payable on said date; provided, however, that Holder may waive, from time to time, such acceleration
    of payments under this Note. The remedies of Holder as provided herein shall be cumulative and concurrent with all other remedies
    provided by law or in equity, and such remedies may be pursued singly, successively or together at the sole direction of Holder
    and may be exercised as often as occasion therefor shall arise. Holder reserves all other rights and remedies available to
    Holder under this Note and applicable law.



 



    	 		 



    	 		 



    

 


	7.	WAIVERS.
    Maker hereby waives demand, presentment, notice of non-payment, dishonor, protest, notice of protest and any other notice
    required by law to be given to Maker in connection with the delivery, acceptance, performance, default or enforcement of this
    Note. Holder’s failure to exercise its option to accelerate this Note or any other remedy upon a Default shall not constitute
    a waiver of Holder’s right to exercise such option thereafter.
	 	 
	8.	COLLECTION
    COSTS. Maker shall pay all reasonable costs and expenses of collection, including, without limitation, all court costs
    and reasonable attorneys’ fees incurred in collecting amounts due under this Note, or in exercising or defending, or
    obtaining the right to exercise, the rights of Holder under this Note, whether or not suit is brought, and in foreclosure,
    in bankruptcy, insolvency, arrangement, reorganization and other debtor-relief proceedings, in probate, in other court proceedings,
    or otherwise, whether or not Holder prevails therein.
	 	 
	9.	NOTICES.
    Any and all notices required or permitted under this Note shall be in writing and sent to the recipient’s address, as
    set forth below:


 


	 	If
    to Holder:	 	 
	 	 	 	 
	 	 	 	 
	 	 	Facsimile:	 	 






	 	 	Email:	 	 






	 	 	 	 	 
	 	If
    to Maker:	Cachet
    Financial Solutions Inc.	 
	 	 	Southwest
    Tech Center A	 
	 	 	18671
    Lake Drive East	 
	 	 	Minneapolis,
    MN 55317	 
	 	 	Attention:
    Jeffrey C. Mack, Chief Executive Officer	 
	 	 	Facsimile:
    (952) 698-6999	 
	 	 	Email:
    jmack@cachetfinancial.com	 


 


	 	Notices
    sent to the address set forth above (or another address substituted therefor in writing) shall be deemed effective (i) the
    third day after deposit in the certified U.S. Mail, return receipt requested, (ii) the date of a confirmed facsimile transmission,
    or (iii) the day after transmission to the email account designated above (provided such email is not returned as undeliverable).
	 	 
	10.	GENERAL
    PROVISIONS. This Note may not be modified, amended or terminated unless in writing signed by Maker and Holder. This Note
    will be construed and interpreted in accordance with the laws of the State of Minnesota without regard to its conflicts-of
    law principles. This Note is binding upon and inures to the benefit of Maker and Holder and their respective heirs, executors,
    administrators, successors and permitted assigns. Notwithstanding, this Note is non-negotiable and non-delegable and neither
    any rights nor any obligations under this Note may be assigned by Holder or Maker without the prior written consent of the
    other.


 



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IN
WITNESS WHEREOF, this Demand Promissory Note is effective as of the date first written above.


 


	MAKER:	 
	 	 
	CACHET
    FINANCIAL SOLUTIONS INC.	 
	 	 	 
	By:	/s/
    Jeffrey C. Mack	 
	 	Jeffrey
    C. Mack	 
	 	Chief
    Executive Officer	 


 



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