0001125282-03-005381 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 24th, 2003 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September __, 2003 among Authentidate Holding Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 24th, 2003 • Authentidate Holding Corp • Services-computer integrated systems design • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2003, among Authentidate Holding Corp., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).

STOCK PURCHASE WARRANT To Purchase 50,000 Shares of Common Stock of Authentidate Holding Corp.
Authentidate Holding Corp • September 24th, 2003 • Services-computer integrated systems design

THIS CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September ___, 2003 (the “Initial Exercise Date”) and on or prior to the close of business on the fourth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Authentidate Holding Corp., a corporation incorporated in the State of Delaware (the “Company”), up to 50,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.00, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings

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