Common use of NOTICE OF CONVERSION Clause in Contracts

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14, 2016 issued by Cachet Financial Solutions, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 1410% Senior Secured Convertible Promissory Note due May 19, 2016 issued by Cachet Financial Solutions, Inc.of CannaVest Corp., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14Senior Secured Convertible Promissory Note, 2016 issued by Cachet Financial Solutionsdue February 28, 2019 of DPW Holdings, Inc., a Delaware corporation (the “Company”), into shares of common stock of the Company (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 149% Senior Secured Convertible Debenture due June , 2016 issued by Cachet Financial Solutions, Inc.of Authentidate Holding Corp., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14OID Senior Secured Convertible Note due January 31, 2016 issued by Cachet Financial Solutions, Inc.2009 of NTERNATIONAL STEM CELL CORPORATION, a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14, 2016 issued by Cachet Financial Solutions, 9.33% Convertible Debenture of 180 Connect Inc., a Delaware corporation (the “Company”), due on March 22, 2011, into shares of common stock stock, no par value per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 1410% Senior Convertible Debenture due June 30, 2016 issued by Cachet Financial Solutions2017 of OXIS International, Inc., a Delaware corporation (the “"Company”"), into shares of common stock (the “"Common Stock”"), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 1412% Senior Secured Convertible Note (the “Note”) due June 8, 2016 issued by Cachet Financial Solutions2015 of GrowLife, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), ) of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 1410% Senior Secured Convertible Debenture due September 30, 2016 issued by Cachet Financial Solutions2011 of Etelos, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July Original Issue Discount Convertible Debenture due June 14, 2016 issued by Cachet Financial Solutions2019 of Progreen US, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 146% Convertible Debenture due October ___, 2016 issued by Cachet Financial Solutions2012, of Innovative Card Technologies, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 148% Convertible Debenture due February __, 2016 issued by Cachet Financial Solutionsof Novelos Therapeutics, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 148% Senior Secured Convertible Debenture due September 22, 2016 issued by Cachet Financial Solutions, Inc.2009 of IntelGenx Technologies Corp., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated 10% Senior Convertible Debenture due July 1424, 2016 issued by Cachet Financial Solutionsof OXIS International, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 148% Senior Secured Convertible Promissory Note due April 16, 2016 issued by Cachet Financial Solutions2020 of Precipio, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14Convertible Promissory Note due September [__], 2016 issued by Cachet Financial Solutionsof MassRoots, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 144.67% Convertible Promissory Note, 2016 issued by Cachet Financial Solutionsdue May 31, 2019 of InterCloud Systems, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14Convertible Note Due April ___, 2016 issued by Cachet Financial Solutionsof Nxt-ID, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company Borrower according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 14Original Issue Discount Convertible Debenture due March 15, 2016 issued by Cachet Financial Solutions2018 of Progreen US, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 149% Senior Subordinated Secured Convertible Note due December 17, 2016 issued by Cachet Financial Solutions, Inc.of Authentidate Holding Corp., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

NOTICE OF CONVERSION. The undersigned hereby elects to convert principal under the convertible promissory note dated July 149% Secured Convertible Debenture due June ___, 2016 issued by Cachet Financial Solutions2011 of Retail Pro, Inc., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.