ContractAuthentidate Holding Corp • October 13th, 2010 • Services-computer integrated systems design • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR ANY SUCH SECURITIES MAY BE EFFECTED EXCEPT (i) PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, OR (iii) FOLLOWING RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3 AUTHENTIDATE HOLDING CORP. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 13th, 2010 • Authentidate Holding Corp • Services-computer integrated systems design • New York
For good and valuable consideration, the receipt of which is hereby acknowledged by AUTHENTIDATE HOLDING CORP., a Delaware corporation (the “Company”), DUKE 87, LLC (the “Holder”), is hereby granted the right to purchase, at any time from and after the 23rd day of September 2009 until 5:00 P.M., New York City time, on September 23, 2014 (the “Warrant Exercise Term”), up to FOUR HUNDRED THOUSAND (400,000) fully-paid and non-assessable shares of the Company’s Common Stock, $.001 par value per share (“Common Stock”). This warrant (the “Warrant”) is issued by the Company pursuant to that certain Standby Commitment between the Company and the original holder dated September 22, 2009 (the “Commitment”).
PURCHASE SALE AND ASSIGNMENT CONTRACTPurchase Sale and Assignment Contract • October 13th, 2010 • Authentidate Holding Corp • Services-computer integrated systems design • New York
This Purchase, Sale and Assignment Contract (“Contract”) is entered into as of this 30th day of June 2010 (“Effective Date”) between Authentidate Holding Corp., a Delaware Corporation, having an address for the receipt of mail at Connell Corporate Center, 300 Connell Drive, 5th Floor, Berkeley Heights, NJ 07922 (“Seller”), and Star Advisors, LLC having a principal address at 2165 Technology Drive, Schenectady, NY 12308, (“Purchaser”).
