4,045,000.25 of Units AUTHENTIDATE HOLDING CORP. Units Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design • Georgia
AUTHENTIDATE HOLDING CORP. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 12th, 2013 • 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 one of the Warrants issued by the Company pursuant to that certain Securities Purchase Agreement dated as of June 11, 2013 (the “Purchase Agreement”) pursuant to which the Company has offered and sold to the purchasers named therein units of the Company’s securities consisting of shares of Series D Convertible Preferred Stock and a common stock purchase warrant.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 11, 2013, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design • New York
This Registration Rights Agreement (this “Agreement”) is made as of June 11, 2013, among Authentidate Holding Corp., a Delaware corporation (the “Company”) and the parties set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of June , 2013 (the “Issuance Date”), is entered into by and between Authentidate Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDMENT NO. 2 TO BOARD NOMINATION AND OBSERVER AGREEMENTBoard Nomination and Observer Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design • Delaware
This Amendment No. 2 to the Board Nomination and Observer Agreement (this “Amendment”) is made as of June 11, 2013 (the “Amendment Date”), 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.
PUT/CALL OPTION AGREEMENTPut/Call Option Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS PUT/CALL OPTION AGREEMENT (this “Agreement”) is entered into as of June 11, 2013, by and between Adam Robinson (the “Holder”) and the individual grantors set forth on the signature page to this Agreement (the “Grantors”).
AUTHENTIDATE HOLDING CORP. SUPPLEMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT DATED JUNE 11, 2013Securities Purchase Agreement • June 12th, 2013 • Authentidate Holding Corp • Services-computer integrated systems design
This Supplement Number 1 (“Supplement No. 1”) to the Securities Purchase Agreement (the “Purchase Agreement”) of Authentidate Holding Corp. (the “Company”) supplements the Purchase Agreement as provided for herein. This Supplement No. 1 should be read together with the original Purchase Agreement. Capitalized terms used in this Supplement No. 1 without definition have the same meaning specified therefore in the Purchase Agreement.
