AUTHENTIDATE HOLDING CORP. COMMON STOCK PURCHASE WARRANTAuthentidate Holding Corp • December 17th, 2015 • 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 Exchange Agreement dated as of December 15, 2015 (the “Exchange Agreement”) pursuant to which the Company has agreed to issue this Warrant to the initial Holder in partial consideration of the agreement by such Holder to surrender the Original Note (as defined in the Exchange Agreement) in consideration for the issuance by the Company of a new note (a “New Note”) on the terms described in the Exchange Agreement.
AUTHENTIDATE HOLDING CORP. COMMON STOCK PURCHASE WARRANTAuthentidate Holding Corp • December 17th, 2015 • 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 THREE MILLION, EIGHT HUNDRED THOUSAND (3,800,000) 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 limitations and upon the terms and conditions hereinafter set forth. This Warrant is issued by the Company pursuant to that certain Note Exchange Agreement dated as of December 11, 2015 (the “Exchange Agreement”) pursuant to which the Company has agreed to issue this Warrant to the initial Holder in partial consideration of the agreement by such Holder to surrender certain Original Notes (as defined in the Exchange Agreement) in consideration for the issuance by the Company of a new note (a “New Note”) on the terms described in the
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • December 17th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of December 11, 2015, between Authentidate Holding Corp., a Delaware corporation with its address at Authentidate Holding Corp., Connell Corporate Center, 300 Connell Drive, Berkeley Heights, New Jersey 07922 (the “Company”) and VER 83, LLC (the “Holder”), with its address as set forth on the signature page to this Agreement.
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • December 17th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of December , 2015, by and among Peachstate Health Management LLC, a limited liability company formed under the laws of the state of Georgia (“Target”), Authentidate Holding Corp., a Delaware corporation (“Buyer”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Buyer.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • December 17th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS SECURITY AGREEMENT AMENDMENT NO 1. (this “Agreement”) is made and entered into as of December 11, 2015 by Authentidate Holding Corp., a Delaware corporation (the “Company”) and MKA 79, LLC (“MKA”) and VER 83, LLC (“VER” and together the “Secured Parties”).
AUTHENTIDATE HOLDING CORP. 9% SENIOR SUBORDINATED SECURED CONVERTIBLE NOTESecurity Agreement • December 17th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York
THIS 9% SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE is a duly authorized and validly issued 9% Senior Subordinated Secured Convertible Note of Authentidate Holding Corp., a Delaware corporation, (the “Company”), having its principal place of business at 300 Connell Drive, 5th Floor, Berkeley Heights, NJ 07922, due December 17, 2016 (this note, the “Note”). This Note is being issued pursuant to the Exchange Agreement (as defined below) among the Company and the original holders of the Notes. By its acceptance of this Note, Holder agrees to be bound by the terms of the Exchange Agreement. This Note is a direct obligation of the Company and payment of principal and interest of this Note shall be secured in accordance with the Security Agreement dated as of August 7, 2015 (the “Security Agreement”), as amended on December 11, 2015 (the “Amended Security Agreement”).
