AND RESTATED TERM PROMISSORY NOTE
Date: January 24, 2017
Value Received, Cachet Financial Solutions, Inc.,
a corporation incorporated under the laws of the State of Delaware and located at 18671 Lake Drive East, Chanhassen, MN 55317
(the “Company”), hereby promises to pay to the order of James L. Davis or its successors or assigns (as applicable,
the “Holder”), the principal amount of $896,242.93 (USD), on or prior to April 30, 2018 (the “Maturity
Date”), in accordance with the terms hereof. This Amended and Restated Term Promissory Note is hereinafter referred
to as the “Note.”
Note amends and restates in their entirety the following instruments issued by the Company in favor of the Holder: (i) that certain
Demand Promissory Note dated February 1, 2016, in the principal amount of $150,000, (ii) that certain Convertible Promissory Note
dated July 13, 2016, in the principal amount of $360,000, (iii) that certain Convertible Term Promissory Note dated August 12,
2016, in the principal amount of $263,158 and (iv) that certain Convertible Term Promissory Note dated December 22, 2016, in the
principal amount of $50,000 (together, each as amended, extended or otherwise modified from time to time prior to the date hereof,
and including each other promissory note accepted from time to time prior to the date hereof in substitution therefor or in renewal
thereof, the “Prior Notes”). This Note is issued in substitution for and in replacement of, but not in payment of,
the Prior Notes.
Interest and Payments
Interest. The principal amount of this Note shall bear interest at seven percent (7%) per annum.
Term and Payment. The Principal Amount of this Note and any other sums owed hereunder, shall be due and payable at the
close of business on the Maturity Date.
Prepayment. The Company may not prepay this Note without the consent of Holder.
Unsecured. This Note shall not be secured by any collateral and is unsecured in all respects.
Defaults and Remedies
occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of
Default” hereunder which shall be deemed to be continuing until waived in writing by Holder or until cured by the Company:
the Company shall default in the due and punctual payment of any payment on this Note when the same shall become due and payable;
a case or proceeding shall have been commenced involuntarily against the Company in a court having competent jurisdiction seeking
a decree or order under the United States Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other
similar law, and seeking either (A) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) for such person or of any substantial part of its properties, or (B) the reorganization or winding up or liquidation
of the affairs of any such person, and such case or proceeding shall remain undismissed or unstayed for 60 consecutive days or
such court shall enter a decree or order granting the relief sought in such case or proceeding; or
the Company shall (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order
for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator
(or similar official) for it or any substantial part of its properties, or (B) make a general assignment for the benefit of creditors.
any Event of Default shall have occurred and be continuing, then Holder may, upon written notice to the Company, take any one
or more of the following actions: (i) declare all or any portion of the principal amount of this Note to be forthwith due and
payable, whereupon such principal shall become and be due and payable; or (ii) exercise any rights and remedies provided by law.
Amendment and Waiver
provisions of this Note may not be modified, amended or waived, and the Company may not take any action herein prohibited, or
omit to perform any act herein required to be performed by it, without the written consent of the Holder.
all principal and interest owed on this Note has been paid in full, this Note shall automatically be deemed canceled, and upon
the Company’s request the Holder shall surrender this Note to the Company.
Company’s Waiver of Notice
the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note.
Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the laws of the State of Minnesota, without giving effect to provisions thereof
regarding conflict of laws.
Waiver of Rights
failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.
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Witness Whereof, the Company has caused this
Note to be executed as of the date first indicated above.
FINANCIAL SOLUTIONS INC.|
|Agreed and Accepted:
James L. Davis
Page to Amended and Restated Term Promissory Note]