EX-10.2



 Exhibit 10.2 
 AMENDMENT NO. 1 TO BOARD NOMINATION AND OBSERVER AGREEMENT 
 This Amendment
No. 1 to Board Nomination and Observer Agreement (this “Amendment”) is made as of March 22, 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. 
 WHEREAS, the Company has entered into a Board Nomination and Observer Agreement, dated
as of September 24, 2012 (the “Board Nomination and Observer Agreement”), with the Stockholder; and 
 WHEREAS, the Company and the Stockholder have agreed to modify the terms of the Board Nomination and Observer Agreement, as set forth herein; 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 
 SECTION 1.
Definitions. As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Board Nomination and Observer Agreement, as applicable. 

SECTION 2. Amendment. The definition of the term “Expiration Time” as set forth in Section 5
of the Board Nomination and Observer Agreement is hereby amended and restated in its entirety so that as amended and restated it reads as follows: 
 “Expiration Time” means the earlier of (i) termination of this Agreement at the election of the Stockholder by written notice to the Company and (ii) at 5:00 p.m. (New
York time) on the date that is the 270th day following the
Effective Date. 
 SECTION 3. Effect of Amendment. This Amendment is effective as of the Amendment Date and as of
such date, (i) the applicable portions of this Amendment shall be a part of the original Board Nomination and Observer Agreement, as amended hereby, and (ii) each reference in any other document entered into in connection with the Board
Nomination and Observer Agreement to “the Board Nomination and Observer Agreement”, “hereof”, “hereunder”, or words of like import, shall mean and be a reference to the Board Nomination and Observer Agreement as amended
hereby. Except as expressly amended hereby, the Board Nomination and Observer Agreement shall remain unmodified and in full force and effect and is hereby ratified and confirmed by the parties hereto. 

SECTION 4. Consent. Each of the parties hereby consents to the amendments to the Board Nomination and Observer Agreement
contained in this Amendment. 
 SECTION 5. Governing Law; Miscellaneous. 

(a) This Amendment shall be governed by and construed in accordance with the laws of the state of Delaware without reference to
principles of conflicts of law. 
 (b) Headings used herein are for convenience of reference only and shall not affect the
meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same
agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission. 

  
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 (c) This Amendment contains the entire agreement and understanding of the parties with
respect to its subject matter and supersedes all prior arrangements and understandings between the parties, both written and oral, with respect to its subject matter. Except as otherwise provided herein, no modification, amendment or waiver of any
provision of this Amendment shall be effective against the Company or the Stockholder unless such modification is approved in writing, in the case of an amendment, by the Company and the Stockholder, and in the case of a waiver, by each party
against whom the waiver is to be effective. The failure of any party to enforce any of the provisions of this Amendment shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce
each and every provision of this Amendment in accordance with its terms. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written. 
  

			
	Company:
	
	AUTHENTIDATE HOLDING CORP.
		
	By:	 	 /s/ O’Connell Benjamin

	Name:	 	 O’Connell Benjamin

	Title:	 	 Chief Executive Officer and President

	
	Stockholder:
	
	LAZARUS INVESTMENT PARTNERS, LLLP
		
	By:	 	 /s/ Justin Borus

	Name:	 	 Justin Borus

	Title:	 	 Manager



 Signature Page to Amendment to Board Nomination and Observer Agreement 

  
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