AUTHENTIDATE HOLDING CORP. CLASS D COMMON STOCK WARRANTWarrant Agreement • September 28th, 2012 • Authentidate Holding Corp • 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 issued by the Company pursuant to that certain Omnibus Amendment Agreement dated as of September 24, 2012 (the “Amendment Agreement”) between the Company and the holders of a Majority in Interest of those certain Senior Secured Promissory Notes dated March 14, 2012 (the “Senior Notes”).
SECURITY AGREEMENTSecurity Agreement • September 28th, 2012 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2012 by Authentidate Holding Corp., a Delaware corporation (the “Company”) and the holders of the Company’s Senior Secured Notes (the “Notes”) issued from time to time under the Purchase Agreement (defined below) (each, a “Secured Party” and together, the “Secured Parties”). This Agreement is being executed and delivered by the Company and the Secured Parties in connection with that certain Purchase Agreement, dated as of the date first set forth above (the “Purchase Agreement”), by and among the Company and the Secured Parties. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2012 • Authentidate Holding Corp • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2012, 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”).
ContractSecurity Agreement • September 28th, 2012 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS SECURITY 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, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, 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.
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • September 28th, 2012 • Authentidate Holding Corp • Services-computer integrated systems design • New York
This OMNIBUS AMENDMENT AGREEMENT (this “Amendment”), dated as of September 24, 2012, is entered into by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the “Company”) and each of the holders of the Prior Notes (as such term is defined below) listed on the signature pages hereto.
BOARD NOMINATION AND OBSERVER AGREEMENTBoard Nomination and Observer Agreement • September 28th, 2012 • Authentidate Holding Corp • Services-computer integrated systems design • Delaware
This Board Nomination and Observer Agreement (this “Agreement”) is made as of September 25, 2012, among Authentidate Holding Corp., a Delaware corporation (the “Company”) and Lazarus Investment Partners, LLLP, a limited liability partnership (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 5 hereof.
