0001193125-10-229552 Sample Contracts

AUTHENTIDATE HOLDING CORP. COMMON STOCK WARRANT
Authentidate Holding Corp • October 14th, 2010 • Services-computer integrated systems design • New York

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Authentidate Holding Corp., a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is one of the Unit Warrants issued in the Offering.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2010 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of October 12, 2010 by and among Authentidate Holding Corp., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Securities Purchase Agreement by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2010 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 12, 2010, among Authentidate Holding Corp., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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