0001193125-15-377157 Sample Contracts

NOTE AMENDMENT AGREEMENT
Note Amendment Agreement • November 13th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This NOTE AMENDMENT AGREEMENT (this “Amendment”), dated as of October 30, 2015 (the “Effective Date”), is entered into by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the “Company”) and VER 83, LLC the holder (the “Holder”) of the Prior Note (as such term is defined below).

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AUTHENTIDATE HOLDING CORP. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • November 13th, 2015 • 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 ONE MILLION (1,000,000) 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 Note Purchase Agreement dated as of October 28, 2015 (the “Purchase Agreement”) pursuant to which the Company has offered and sold to the purchasers named therein certain promissory notes (the “Notes”) and Warrants.

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT Authentidate Holding Corp. and certain of the Purchasers to the Securities Purchase Agreement dated as of May 29, 2015
Securities Purchase Agreement and Registration Rights Agreement • November 13th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This Amendment No. 2 to the Securities Purchase Agreement and Registration Rights Agreement is effective as of the 25th day of September, 2015 (the “Second Amendment Agreement”), and is made by and among Authentidate Holding Corp., a Delaware corporation (the “Company”) and those persons and entities executing the signature pages to this Second Amendment Agreement (the “Purchasers”).

NOTE AMENDMENT AGREEMENT
Note Amendment Agreement • November 13th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This NOTE AMENDMENT AGREEMENT (this “Amendment”), dated as of October 30, 2015 (the “Effective Date”), is entered into by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the “Company”) and Lazarus Investment Partners LLLP, the holder (the “Holder”) of the Prior Note (as such term is defined below).

NOTE PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 2015, 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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