Agreement

EXHIBIT 10.1

Agreement

Effective Date: February 3rd, 2015

This Agreement is made by and between, Cachet Financial Solutions, Inc., a Delaware corporation (“Company”), and Xxxxxxx Xxxxxx (“Investor”) (collectively “Parties”) as of this 3rd day of February, 2015 (the “Agreement”); and

WHEREAS, Xxxxxxx Xxxxxx and Company entered into a Commitment Letter on July 30, 2014 (the “Letter”) whereby Xxxxxxx Xxxxxx agreed to provide funds of up to $2,500,000 to Company;

WHEREAS, Xxxxxxx Xxxxxx desires to convert $250,000 of the money he loaned to Company under the (“Letter”) into equity in the Company in conjunction with Company’s current Series B Convertible Preferred Stock Offering.

NOW THEREFORE, for valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties agree as follows:

· Xxxxxxx Xxxxxx agrees to convert $250,000 of the money loaned to Company under the Letter into equity in the Company in conjunction with Company’s current Series B Convertible Preferred Stock Offering.

This Agreement supersedes and replaces any other agreements relating to the subject matter hereof.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the Effective Date written above.

Xxxxxxx Xxxxxx				Cachet Financial Solutions, Inc.
By:	/s/ Xxxxxxx Xxxxxx			By:	/s/ Xxxxxxx X. Xxxx
					Xxxxxxx X. Xxxx
Print Name: Xxxxxxx Xxxxxx					Chief Executive Officer