Exhibit 10.1


 SECURITIES
PURCHASE AGREEMENT


This
Securities Purchase Agreement (this “Agreement”) is dated as of September 19, 2014, by and among Cachet
Financial Solutions, Inc., a Delaware corporation (the “Company”), and the parties indicated as Purchasers on
one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”).


WHEREAS, subject to the terms and conditions
set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act
contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and
each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement;


NOW, THEREFORE, in consideration of
the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser hereby agree as follows: 


ARTICLE I.

DEFINITIONS


1.1             
 Definitions. In addition to the terms defined elsewhere in this Agreement, (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following
terms have the meanings set forth in this Section 1.1:


“Action” shall have
the meaning ascribed to such term in Section 3.1(j).


“Affiliate” means
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


“Board of Directors”
means the Board of Directors of the Company.


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


“Certificate of Designation”
means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in
the form of Exhibit A attached hereto


“Closing” means the
closing of the purchase and sale of the Securities pursuant to Section 2.1.


“Closing Date” means
the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and
all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations
to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following
the date hereof.



    	 



    	 



    




“Commission” means
the United States Securities and Exchange Commission.


“Common Stock” means
the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may
hereafter be reclassified or changed.


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock.


“Company Counsel”
means Maslon Edelman Borman & Brand, LLP, with offices located at 3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis,
Minnesota 55402.


“Conversion Price”
shall have the meaning ascribed to such term in the Certificate of Designation.


“Conversion Shares”
shall have the meaning ascribed to such term in the Certificate of Designation.


“Cut Back” shall have
the meaning ascribed to such term in Section 4.2.


“Disclosure Schedules”
means the Disclosure Schedules of the Company delivered concurrently herewith.


“Effective Date” means
the earliest of the date that (a) the Resale Registration Statement has been declared effective by the Commission, (b) all of the
Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company
to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions
(determined on a holder-by-holder basis) or (c) following the one-year anniversary of the Closing Date provided that a holder of
Underlying Shares is not an Affiliate of the Company, all of the Underlying Shares may be sold pursuant to an exemption from registration
under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such
holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant
to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.


“Event” has the meaning
set forth in Section 4.3.


“Event Date” has the
meaning set forth in Section 4.3.


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


 


“GAAP” shall have
the meaning ascribed to such term in Section 3.1(h).


“Indebtedness” shall
have the meaning ascribed to such term in Section 3.1(q).


“Intellectual Property Rights”
shall have the meaning ascribed to such term in Section 3.1(m).



    	 



    	 



    




“Lien” means a lien,
charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Material Adverse Effect”
shall have the meaning assigned to such term in Section 3.1(b).


“Per Share Purchase Price”
equals $1.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.


“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Preferred Stock”
means the Company’s Series A Convertible Preferred Stock issued hereunder having the rights, preferences and privileges set
forth in the Certificate of Designation.


“Proceeding” means
an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.6.


“Registration Expenses”
shall have the meaning ascribed to such term in Section 4.4.


“Registration Expiration”
shall have the meaning set forth in Section 4.3.


“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).


“Resale Registration Statement”
shall have the meaning ascribed to such term in Section 4.1.


“Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such
Rule.


“SEC Reports” shall
have the meaning ascribed to such term in Section 3.1(h).


“Securities” means
the Preferred Stock, the Warrants and the Underlying Shares.


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


“Short Sales” means
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
the location and/or reservation of borrowable shares of Common Stock). 


“Subscription Amount”
means, as to each Purchaser, the aggregate amount to be paid for Preferred Stock and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.



    	 



    	 



    




“Subsidiary” means
any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


“Trading Day” means
a day on which the principal Trading Market is open for trading.


“Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the
OTC Bulletin Board or the OTC Markets (e.g., OTCQX or OTCQB), or any successors to any of the foregoing.


“Transaction Documents”
means this Agreement, the Certificate of Designation, the Warrants, all exhibits and schedules thereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.


“Underlying Shares”
means the Conversion Shares and the Warrant Shares.


“Warrants” means,
collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which Warrants shall be in the form of Exhibit B attached hereto.


“Warrant Shares” means
the shares of Common Stock issuable upon exercise of the Warrants.


ARTICLE II.

PURCHASE AND SALE


2.1             
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent
with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, an aggregate maximum of $9,000,000 of (i) shares of Preferred Stock at the Per Share Purchase
Price, and (ii) Warrants as determined pursuant to Section 2.2(a)(iv). Each Purchaser shall deliver to the Company, via wire transfer
of immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed
by such Purchaser and the Company shall deliver to each Purchaser its respective shares of Preferred Stock and a Warrant as determined
pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of
Company Counsel or such other location agreeable to the parties.


2.2             
Deliveries.


(a)
         On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each
Purchaser the following:


(i)   this
Agreement duly executed by the Company;


(ii) 
a certificate registered in the name of such Purchaser evidencing a number of shares of Preferred Stock purchased by
such Purchaser;



    	 



    	 



    





 


(iii) evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware;


(iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of
such Purchaser’s Subscription Amount for the Preferred Stock divided by the Conversion Price; and


(v)  a legal opinion from Company Counsel, in customary form and substance for transactions of the nature contemplated by this
Agreement.


(b)  
             On or prior to the Closing Date, each
Purchaser shall deliver or cause to be delivered to the Company the following:


(i)   this Agreement duly executed by such Purchaser; and


(ii)  such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.


2.3             
Closing Conditions.


(a)
           The obligations of the Company hereunder in connection with the Closing are subject to
the following conditions being met:


(i)   the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers
contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);


(ii)   all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
been performed;


(iii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;


(iv) the
Company will have complied with all of the requirements of the Financial Industry Regulatory Authority, Inc. with respect to
the issuance of the Securities and the Underlying Shares;


(v)  the
Company shall have obtained all necessary “blue sky” law permits and qualifications, or have the availability of
exemptions therefrom, required by any state for the offer and sale of the Securities and issuance of the Underlying
Shares; and


(vi) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


(b)                The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following
conditions being met:



    	 



    	 



    





 


(i)   the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);


(ii)  all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall
have been performed;


(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


3.1             
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and
warranties to each Purchaser:


(a)               
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a).
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear
of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


(b)              
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on
the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations,
assets, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).



    	 



    	 



    




(c)               
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


(d)              
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction
Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case
of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


(e)               
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than: (i) any filings with the Commission pursuant to Sections 4.1 and 4.2, (ii) the notice and/or application(s) to each
applicable Trading Market for the issuance and sale of the Securities and the listing of the Underlying Shares for trading thereon
in the time and manner required thereby, if any, and (iii) the filing of Form D with the Commission and such filings as are required
to be made under applicable state securities laws (collectively, the “Required Approvals”).



    	 



    	 



    




(f)                
Issuance of the Securities. The Preferred Shares are duly authorized and, when issued and paid for in accordance
with the applicable Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all
Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and under applicable
state and federal securities laws. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents,
will be validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents. The Underlying Shares have been duly reserved for issuance upon conversion
of the Preferred Shares or exercise of the Warrants, as applicable.


(g)               
Capitalization. The capitalization of the Company as of August 14, 2014 is as set forth on Schedule 3.1(g).
Since that date, the Company has not issued any capital stock except as may be disclosed in SEC Reports, other than pursuant to
the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to
employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common
Stock Equivalents disclosed on Schedule 3.1(g) or in SEC Reports. No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except
as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common
Stock or Common Stock Equivalents, except as set forth on Schedule 3.1(g). Except as set forth on Schedule 3.1(g),
the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any
Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities.


(h)               
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to
file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments.



    	 



    	 



    




(i)                 
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, and (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock. The Company does not have pending before the Commission any request for confidential treatment of information.


(j)                
Litigation. Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under
the Exchange Act or the Securities Act.


(k)              
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation
of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of
its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree
or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to
taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except,
in each case, as is set forth on Schedule 3.1(k) or as otherwise could not have or reasonably be expected to result in a
Material Adverse Effect.


(l)                 
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property
owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company
and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially interfere with the use
made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state
or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent
nor subject to penalties.



    	 



    	 



    




(m)             
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or required for use in connection with their respective businesses as described in
the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that
any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be
abandoned, within two years from the date of this Agreement. Except as set forth on Schedule 3.1(m), neither the Company
nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written
notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any
Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company,
all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


(n)               
Fees. Except for fees payable to National Securities Corporation and Northland Capital Markets, no placement agent
or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by
the Transaction Documents.


(o)              
Indebtedness. Schedule 3.1(o) sets forth as of August 14, 2014, all outstanding secured and unsecured Indebtedness
of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than
trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required
to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.



    	 



    	 



    




(p)              
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state
and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company or of any Subsidiary know of no basis for any such claim.


(q)              
Investment Company. The Company (including its subsidiaries) is not an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning
of the Investment Company Act of 1940 and will not be deemed an “investment company” as a result of the transactions
contemplated by this Agreement.


(r)                
Related Party Transactions. To the knowledge of the Company, no transaction has occurred between or among the Company
and any of its affiliates (including, without limitation, any of its subsidiaries), officers or directors or any affiliate or affiliates
of any such affiliate, officer or director that with the passage of time will be required to be disclosed pursuant to Sections
13, 14 or 15(d) of the Exchange Act other than those transactions that have already been so disclosed.


(s)               
No General Solicitation. Neither the Company, nor any of its affiliates, nor any person action on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the
Securities Act) in connection with the offer or sale of the Securities.


(t)                
No Manipulation; Disclosure of Information. The Company has not taken and will not take any action designed to or
that might reasonably be expected to cause or result in an unlawful manipulation of the price of the Common Stock to facilitate
the sale or resale of the Securities. The Company confirms that, to its knowledge, with the exception of the proposed sale of Securities
as contemplated herein (as to which the Company makes no representation), neither it nor any other person acting on its behalf
has provided any of the Purchasers or their agents or counsel with any information that constitutes or might constitute material,
non-public information. The Company understands and confirms that the Purchasers will be relying on the foregoing representations
in effecting transactions in securities of the Company. All disclosures provided to the Purchasers regarding the Company, its business
and the transactions contemplated hereby furnished by the Company are true and correct and do not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.


(u)               
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act) made by the Company or any of its officers or directors contained in the SEC Documents, or
made available to the public generally since June 30, 2014, has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.



    	 



    	 



    




(v)               
No Additional Agreements. Other than with respect to closing mechanics, the Company has no other agreements or understandings
(including, without limitation, side letters) with any Purchaser or other person to purchase any of the Securities on terms more
favorable to such person than as set forth herein.


(w)             
No “Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with SEC rules
and guidance, and has conducted a factual inquiry, the nature and scope of which reflect reasonable care under the relevant facts
and circumstances, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (“Disqualification Events”).
To the Company’s knowledge, after conducting such sufficiently diligent factual inquiries, no Covered Person is subject to
a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The
Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered
Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor
or affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing
member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated
on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any
capacity at the time of the sale of the Shares; and any person that has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of the Shares (a “Solicitor”), any general partner or managing
member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or
general partner or managing member of any Solicitor.


Each Purchaser, for itself and for no
other Purchaser, acknowledges and agrees that the representations contained in Section 3.1 shall not modify, amend or affect the
Company’s right to rely on such Purchaser’s representations and warranties contained in this Agreement or any representations
and warranties contained in any other Transaction Document or any other document or instrument executed or delivered in connection
with this Agreement or the consummation of the transactions contemplated hereby.


3.2             
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


(a)               
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporation or formation, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate,
partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of
the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have
been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered
by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser,
enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.



    	 



    	 



    




(b)              
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has
no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such
Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale
Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring
the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Preferred Stock, Warrants
and Underlying Shares are “restricted securities” and have not been registered under the Securities Act or any applicable
state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in
compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary
course of its business.


(c)               
Opportunity to Obtain Information. Such Purchaser acknowledges that representatives of the Company have made available
to such Purchaser the opportunity to review the books and records of the Company and its Subsidiaries and to ask questions of and
receive answers from such representatives concerning the business and affairs of the Company and its Subsidiaries. Such Purchaser
further acknowledges the availability of the Company’s SEC Reports, specifically include the Company’s Annual Report
on Form 10-K for the year ended December 31, 2014, as amended, the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2014, and Current Reports on Form 8-K that have been filed by the Company on and since February 12, 2014.


(d)              
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is,
and on each date on which it converts any shares of Preferred Stock or exercises any Warrants, it will be an “accredited
investor” as defined in Rule 501 under the Securities Act.


(e)               
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the
economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.



    	 



    	 



    




(f)                
General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities or any other securities of the Company published in any newspaper, magazine
or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general
advertisement. Such Purchaser did not purchase any shares of Common Stock in the Company’s initial public offering pursuant
to the final prospectus dated July 9, 2014. Such Purchaser has a pre-existing relationship with National Securities Corporation,
Northland Capital Markets or the Company.


(g)               
No Investment, Tax or Legal Advice. Each Purchaser understands that nothing in the Company SEC Documents, this Agreement,
or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities constitutes legal,
tax or investment advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has
deemed necessary or appropriate in connection with its purchase of Securities.


(h)               
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser
has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time
that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth
above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this
transaction).


The Company acknowledges and agrees that
the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s
representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction
Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of
the transaction contemplated hereby.


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


4.1             
Reporting Status. With a view to making available to the Purchasers the benefits of certain rules and regulations
of the SEC which may permit the sale of the Shares and Underlying Shares to the public without registration, the Company agrees
to use its reasonable efforts to file with the SEC, in a timely manner all reports and other documents required of the Company
under the Exchange Act. The Company will otherwise take such further action as a Purchaser may reasonably request, all to the extent
required from time to time to enable such Purchaser to sell the Securities and Underlying Shares without registration under the
Securities Act or any successor rule or regulation adopted by the SEC.



    	 



    	 



    




4.2             
Quotation. So long as a Purchaser owns any of the Securities or Underlying Shares, the Company will use its reasonable
efforts to maintain the quotation of its Common Stock on the OTCQB or OTCQX, each as administered by OTC Markets Group or, in lieu
thereof, on a national securities exchange and will comply in all material respects with the Company’s reporting, filing
and other obligations under the rules of any such market or exchange, as applicable.


4.3             
Non-Public Information. The Company covenants and agrees that neither it nor any other person acting on its behalf
will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use
of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations
in effecting transactions in securities of the Company. Furthermore, if the Company has disclosed any material non-public information
to the Purchaser, the Purchaser has no duty to keep such information confidential following the public announcement of the offering.


4.4             
Resale Registration Statement. The Company shall file, within 45 days after the Closing, and thereafter use its
commercially reasonable efforts to effect the registration, qualification and compliance (including without limitation the execution
of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements
or regulations) to permit or facilitate the sale and distribution of all of the Underlying Shares no later than 120 days after
the Closing (such registration statement, the “Resale Registration Statement”); provided, however, that the
Company shall not be obligated to take any action to effect any such registration, qualification or compliance:


(a)  in any particular jurisdiction in which the Company would be required to execute a general consent to service of process
in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act;


(b)              
if the Company shall furnish to the Purchasers a certificate, signed by the Chairman of the Board of the Company, stating
that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for the Resale
Registration Statement to be filed at such time, then the Company’s obligation to commence the actions described in this
Section 4.1(b) shall be deferred for a period not to exceed 90 days from the date of such certificate; provided, however, that
the Company may not utilize this right more than once; or


(c)               
If a Purchaser fails to cooperate in providing the Company with all information reasonably required to be included in the
Resale Registration Statement or otherwise required to be obtained by the Company for purposes of preparing and filing the Resale
Registration Statement and any amendments thereto; provided, however, that such failure shall not affect the Company’s obligations
with respect to any Underlying Shares of any other Purchasers.


Once declared effective by the Commission, the
Company shall use best efforts to keep the Resale Registration Statement registering the resale of the Underlying Shares effective
during the period beginning on its effective date until the earlier of (i) such time as all of the Underlying Shares shall have
been sold or (ii) no Conversion Shares issued or issuable upon conversion of the Preferred Stock remain unsold and at least two
years have passed since the Closing (such earlier time, the “Registration Expiration”).


 



    	 



    	 



    




 


4.5             
Cut-Back. If, for any reason, the Commission (including an independent determination by the Company, in consultation
with Company Counsel, based on existing written guidance or applicable rules of the Commission) or an underwriter participating
in an underwritten primary offering conducted pursuant to the Resale Registration Statement requires that the number of Underlying
Shares to be registered for resale pursuant to the Resale Registration Statement be reduced, then such reduction (the “Cut
Back”) shall be allocated pro rata among the Purchasers whose shares have been included in the Resale Registration Statement
and any other holders of Common Stock that have exercised their right to require the Company to register for resale such Common
Stock on the Resale Registration Statement, until the reduction so required shall have been effected. At the discretion of the
Company, the Cut Back may be effected first among one particular type of Underlying Shares (e.g., Warrant Shares first, and then
Conversion Shares).


                4.6 
            Registration Deadlines. If: (i) the Resale
Registration Statement is not filed with the Commission on or prior to its 45th day after the Closing (or the next succeeding
Business Day if the 45th day is not a Business Day), or (ii) the Resale Registration Statement filed or required to be filed
hereunder is not declared effective by the Commission by on or prior to the 120th day after the Closing (or the next
succeeding Business Day if the 45th day is not a Business Day), or (iii) after the effective date of a Registration
Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Underlying Shares
included in such Registration Statement, or the Purchasers are otherwise not permitted to utilize the prospectus therein to
resell such Underlying Shares for more than 20 consecutive Trading Days or more than an aggregate of 30 Trading Days (which
need not be consecutive Trading Days) during any 12-month period (any such failure or breach being referred to as an
“Event,” and for purposes of clauses (i) and (ii), the date on which such Event occurs, and for purpose of
clause (iii) the date which such 20-Trading Day period or 30-Trading Day period, as applicable, is exceeded, being referred
to as “Event Date”); then, in addition to any other rights the Purchasers may have hereunder or under
applicable law, on each such Event Date the Company shall issue to each Purchaser a number of shares of Common Stock, as
partial liquidated damages and not as a penalty, the value of which is equal to 1.0% of the aggregate Subscription Amount
paid by such Purchaser under this Agreement, and on each monthly anniversary of each such Event Date (if the applicable Event
shall not have been cured by such date) until such time as the applicable Event shall have been cured, the Company shall
issue to each Purchaser a number of shares of Common Stock, as partial liquidated damages and not as a penalty, the value of
which is equal to 1.0% of the aggregate Subscription Amount paid by such Purchaser under this Agreement. Notwithstanding
anything herein to the contrary, the parties agree that the maximum aggregate liquidated damages payable by the Company under
this Agreement shall be 6.0% of the aggregate Subscription Amounts paid by the Purchasers under this Agreement. The partial
liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the
cure of an Event. Shares of Common Stock issued pursuant to this Section shall be valued in the same manner as prescribed for
the valuation of Common Stock issued in satisfaction of dividend-payment obligations on the Preferred Stock, as set forth in
the Certificate of Designation.



    	 



    	 



    




4.7             
Expenses. All expenses incurred by the Company in complying with Section 4.1 or 4.2, including without limitation
all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities
or “blue sky” laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration
Expenses.” The Company will pay all Registration Expenses in connection with the Resale Registration Statement.


4.8             
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder primarily for working
capital purposes and to fund the general corporate purposes of the Company and its Subsidiaries, and to fund certain contractual
obligations relating to acquisitions and to repay certain outstanding Indebtedness (to the extent such Indebtedness shall not have
earlier converted into common stock).


4.9             
Indemnification of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and hold
each Purchaser and its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person
who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each,
a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents
or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties
or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect
of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the
Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a
reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there is, in the reasonable opinion
of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party,
in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel in
the aggregate (i.e., for all Purchaser Parties). The Company will not be liable to any Purchaser Party under this Agreement (y)
for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably
withheld or delayed, or (z) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party
in this Agreement or in the other Transaction Documents.



    	 



    	 



    




4.10         
Reservation of Securities; Reporting Status. The Company shall maintain a reserve from its duly authorized shares
of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to issue all of the Underlying
Shares. In addition, from and after the date hereof and for so long as any Preferred Stock remains issued and outstanding, the
Company will continue to file SEC Reports with the Commission and use commercially reasonable efforts to maintain its listing or
quotation on a Trading Market.


4.11         
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants
that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales,
including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement
and ending at such time that the transactions contemplated by this Agreement are first publicly announced by the Company. 
Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of the existence
and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.


4.12         
Transfer Restrictions.


(a)               
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer
of any Securities other than pursuant to an effective Resale Registration Statement or Rule 144, or to the Company, the Company
may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable
to the Company (the fees and expenses of which shall be paid by such Purchaser), the form and substance of which opinion shall
be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities
under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this
Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


(b)              
The Purchasers agree to the imprinting, so long as is required by this Agreement, of a legend on any of the Preferred Stock,
Warrants and Underlying Shares in the following form:


[NEITHER] THIS SECURITY [NOR THE
SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.



    	 



    	 



    




(c)               
Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in paragraph
(b) above): (i) while a registration statement (including the Resale Registration Statement) covering the resale of such security
is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, or (iii) if such
legend is not required under applicable requirements of the Securities Act. The Company shall cause its counsel to issue a legal
opinion to the Company’s transfer agent promptly after the Effective Date if required by the Transfer Agent to effect the
removal of the legend hereunder. If all or any shares of Preferred Stock are converted or any portion of a Warrant is exercised
at a time when the Resale Registration Statement is effective to cover the resale of the Underlying Shares, or if such Underlying
Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act,
then such Underlying Shares shall be issued free of all legends.


(d)              
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell
any Securities pursuant to either the registration requirements of the Securities Act, including, if the sale is being effected
pursuant to a registration statement (including the Resale Registration Statement), the plan of distribution contained within such
registration statement and any applicable prospectus-delivery requirements, or an exemption therefrom.


ARTICLE V.

GENERAL PROVISIONS


5.1             
Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, if the Closing has not been consummated on or before 30 days of the date hereof; provided, however, that no such
termination will affect the right of any party to sue for any breach by any other party (or parties).


5.2             
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all
transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


5.3             
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules.


5.4             
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to
5:30 p.m. (Minneapolis time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading
Day or later than 5:30 p.m. (Minneapolis time) on any Trading Day, (c) the third Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.



    	 



    	 



    




5.5             
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a
written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least 50% in interest of the
Securities based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right.


5.6             
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not
be deemed to limit or affect any of the provisions hereof.


5.7             
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser
assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


5.8             
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
except for the Purchasers.


5.9             
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Minnesota, without
regard to the conflicts-of-law principles thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the City of Minneapolis, Minnesota. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Minneapolis, Minnesota,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.



    	 



    	 



    




5.10         
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities
for a one-year period after the Closing Date.


5.11         
Execution. This Agreement may be executed in counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. If any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


5.12         
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


5.13         
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate.


5.14         
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without
limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for
any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented
by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement
and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers
collectively and not between and among the Purchasers.



    	 



    	 



    




5.15         
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of
any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.


5.16         
Construction. The parties agree that each of them and their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto.


5.17         
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


  


* * * * * * *



    	 



    	 



    




IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


CACHET FINANCIAL SOLUTIONS, INC.


 


 





	By: 	 
	


Name: 


	 
	Title: 	 












 


 


Address for Notice:


 


18671 Lake Drive E.


Southwest Tech Center A


Minneapolis, Minnesota 55317


Facsimile: (952) 698-6999


 


 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR
PURCHASER FOLLOWS]



    	 



    	 



    




  [PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above. 


	 

                           Name of Purchaser: 
	 
	



Signature of Authorized Signatory of Purchaser:
    	 
	 

        Name of Authorized Signatory: 
	
	 

        Title of Authorized Signatory: 

        
	 
	 

        Email Address of Authorized Signatory:
	 
	 

        Facsimile Number of Authorized Signatory:
	 
	 

        Address for Notice to Purchaser:
	 









 







Address
for Delivery of Preferred Stock and Warrants to Purchaser (if not same as address for notice):


 







 





	 


Subscription Amount:


	 

                           $

	 

        Shares of Preferred Stock:
	 
	 


Warrant Shares: 


	 
	 


EIN Number: 


	 












  


	DWAC Instructions – Broker no:  	 	                        Account
no:	 






         



    	 



    	 



    




 


Exhibit A


 


Attached is the form of Certificate of Designation


 



    	 



    	 



    




  


Exhibit B


 


Attached is the form of Warrant