EX-4.1



 Exhibit 4.1 

AUTHENTIDATE HOLDING CORP. 

COMMON STOCK WARRANT 
  

			
	No. 2014 - F -     	  	                 , 2014

 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             
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 one of the Unit
Warrants issued in the Offering and registered under the Registration Statement. 
 1. Definitions of Certain Terms. In addition to the terms defined
elsewhere in this Warrant, the following terms have the following meanings: 
 (a) “Business Day” means a day on which
banks are open for business in the city of New York. 
 (b) “Commission” means the U.S. Securities and Exchange Commission.

 (c) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 (d) “Exercise Price” means the price at which the Holder may purchase one share of Common Stock upon
exercise of this Warrant as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $0.8875 per share, subject to adjustment as provided herein. 

(e) “Expiration Date” means the 54-month anniversary of the Initial Exercise Date. 

(f) “Holder” means a record holder of the Warrant or shares of Common Stock obtained or obtainable upon exercise of the
Warrant, as applicable. The initial Holder is                     . 

(g) “Initial Exercise Date” means the first Business Day following the six-month anniversary of the Issue Date. 

(h) “Issue Date” means                  ,
2014. 
 (i) “Offering” shall have the meaning ascribed to such term in the Purchase Agreement and is incorporated herein
by this reference. 
 (j) “Purchase Agreement” means that certain Securities Purchase Agreement, dated as of the Issued
Date, between the Company and the initial Holder hereof. 
 (k) “Registration Statement” means the registration statement
of the Company on Form S-3 (File No. 333-183093), with respect to the registration under the Securities Act of the Units, and any amendments thereto and any information deemed to be included therein pursuant to Rules 424(b) and 430A under
the Securities Act. 







 (l) “Securities Act” means the Securities Act of 1933, as amended. 

(m) “Unit” consists of one share of Common Stock and a warrant to purchase 0.33 of one share of Common Stock, issued pursuant
to the terms of the Purchase Agreement. 
 (n) “Unit Warrants” means, collectively, the warrants issued to the investors in
the Offering, as more fully described in the Registration Statement and the Prospectus (as defined in the Purchase Agreement) relating to the Offering. 

(o) “Warrant” means this warrant and any warrant or warrants hereafter issued as a consequence of the exercise or transfer of
this warrant in whole or in part. 
 2. Exercise of Warrant. 

(a) Manner of Exercise. 

(i) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before 5:30 p.m. (New York time) on the Expiration Date for              fully paid and non-assessable shares of Common Stock of the Company (the “Warrant
Shares”), by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed
facsimile copy of the Notice of Exercise Form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of
Exercise by wire transfer or cashier’s check drawn on a United States bank in immediately available U.S. funds to an account designated by the Company, unless the cashless exercise procedure specified in Section 2(c) below is specified in
the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises
of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one
(1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. 

(ii) Cashless Exercise. Notwithstanding the provisions of Section 2(a)(i) above (requiring payment by wire transfer), the
Company agrees that, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then Holder shall have the
right at such time to exercise this Warrant in full or in part on a cashless basis, computed using the following formula: 
  

					
	X =	 	 Y (A - B)
	 	
		 	A	 	


  
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 Where: 

X = The number of Warrant Shares to be issued to the Holder pursuant to this cashless exercise; 

Y = The number of Warrant Shares in respect of which the net issue election is made; 

A = The Fair Market Value (as defined below) of one Warrant Share at the time the cashless exercise election is made; and 

B = The Exercise Price then in effect at the time of such exercise. 

The term “Fair Market Value” shall mean, on any given day: (A) if the class of Warrant Shares is exchange-traded, the average
of the closing sales prices per share of the class of Warrant Shares for the ten (10) consecutive trading days ending on the day that is two (2) trading days prior to the applicable date of determination of Fair Market Value; or
(B) if the class of Warrant Shares is not listed or admitted to trading on any securities exchange but is regularly traded in any over-the-counter market, then the average of the bid and ask prices per share of the class of Warrant Shares for
the ten (10) consecutive trading days ending on the day that is two (2) trading days prior to the applicable date of determination of Fair Market Value; or (C) if the class of Warrant Shares is not traded as described in
clauses (A) or (B), then the per share fair market value of the class of Warrant Shares as determined in good faith by the Company’s Board of Directors. 

(b) Delivery of Certificates. The Company shall, at its own cost and expense, cause the transfer agent to deliver such certificates to
the Holder (or to such other nominee as may be designated by the Holder) within three Business Days following the Date of Exercise (the “Delivery Period”). The Holder shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised as of the Date of Exercise, irrespective of the date such certificates are actually delivered by the transfer agent to the Holder or are credited to the
Holder’s Depository Trust Company (“DTC”) account, as the case may be. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to
the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised. 

(c) Delivery of Electronic Shares. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise
(provided that the transfer agent is participating in the DTC Fast Automated Securities Transfer program and provided further that the Holder provides the transfer agent with information required in order to issue such Warrant Shares to the Holder
electronically), upon the request of the Holder as set forth in the Notice of Exercise, the Company shall cause its transfer agent to electronically transmit, within the Delivery Period, the Warrant Shares issuable upon exercise to the Holder by
crediting Holder’s account with DTC through its Deposit Withdrawal Agent Commission system. Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates. 

(d) No Fractional Shares. If a fractional share of Warrant Shares would, but for the provisions of this Section 2(d), be
issuable upon exercise of the rights represented by this Warrant, the Company shall (i) round a half share or greater to be delivered to Holder up to the next whole share and (ii) round a less-than-half share to be delivered to Holder down
to the nearest whole share. 
 (e) Buy-In. Notwithstanding anything else to the contrary contained herein, in addition to any other
rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the applicable Warrant Shares purchased upon exercise


  
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hereof or credit the Holder’s balance account with DTC, as applicable, on or before the end of the Delivery Period (other than a failure caused by any incorrect or incomplete information
provided by Holder to the Company hereunder), and if after such date the Holder purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares that the Holder anticipated receiving from the Company upon
exercise of this Warrant (a “Buy-In”), then the Company shall, within three Business Days after the Holder’s request, (1) pay cash to the Holder the amount by which (x) the Holder’s total purchase price
(including commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the
exercise at issue, by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored, or deliver to the Holder the number of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit the Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Securities as
required pursuant to the terms hereof. 
 (f) No Charge to Holder Upon Issuance. The issuance of Warrant Shares upon exercise of this
Warrant shall be made without charge to Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of Warrant Shares (other than any transfer taxes resulting from
the issuance of Warrant Shares to any person other than Holder). 
 (g) Reservation of Shares. During the Exercise Period, the
Company shall reserve and keep available out of its authorized but unissued Common Stock such number of Warrant Shares issuable upon the full exercise of this Warrant. All Warrant Shares which are so issuable shall, when issued and upon the payment
of the applicable Exercise Price, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges and not subject to the pre-emptive rights of any holder of Common Stock or any other class or series of stock of
the Company. During the Exercise Period, the Company shall not take any action which would cause the number of authorized but unissued Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon
exercise of this Warrant. 
 (h) Limitations on Exercises. Notwithstanding anything to the contrary contained in this Warrant, this
Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to the exercise of this Warrant, such Holder or any of its affiliates, as a result of such exercise, would beneficially own in
excess of 4.99% (the “Maximum Percentage”) of the Common Stock outstanding immediately after giving effect to such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable
(vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such
Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect
on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation,
with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act. The limitations contained in this paragraph shall apply to a successor Holder of this


  
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Warrant. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. The provisions of this Section 2(h)(i) may be waived by such Holder, at the
election of such Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 2(h)(i) shall continue to apply until such 61st day (or such later date, as determined by such Holder, as may be
specified in such notice of waiver). 
 3. Adjustments in Certain Events. The number, class, and price of Warrant Shares for which this Warrant may
be exercised are subject to adjustment from time to time upon the happening of certain events as follows: 
 (a) Subdivisions,
Combinations and Other Issuances. If the outstanding shares of the Company’s Common Stock are divided into a greater number of shares, by forward stock split or otherwise, or a dividend in stock is paid on the Common Stock, then the number
of shares of Warrant Shares for which the Warrant is then exercisable will be proportionately increased and the Exercise Price will be proportionately reduced. Conversely, if the outstanding shares of Common Stock are combined into a smaller number
of shares of Common Stock, by reverse stock split or otherwise, then the number of Warrant Shares for which the Warrant is then exercisable will be proportionately reduced and the Exercise Price will be proportionately increased. The increases and
reductions provided for in this Section 3(a) will be made with the intent and, as nearly as practicable, the effect that neither the percentage of the total equity of the Company obtainable on exercise of the Warrants nor the price
payable for such percentage upon such exercise will be affected by any event described in this Section 3(a). 
 (b) Merger,
Consolidation, Reclassification, Reorganization, Etc. In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of
the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the
kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such case,
appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital structure to occur unless the issuer of the shares of stock or
other securities to be received by the Holder, if not the Company, agrees to be bound by and comply with the provisions of this Warrant. 

(c) If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to holders of Common Stock, such
number of securities will be distributed to the Holder or its assignee upon exercise of its rights hereunder as such Holder or assignee would have been entitled to if this Warrant had been exercised prior to the record date for such distribution.
The provisions with respect to adjustment of the Common Stock provided in this Section 3 will also apply to the securities to which the Holder or its assignee is entitled under this Section 3(c). 

4. No Rights as a Stockholder. Except as otherwise provided herein, the Holder will not, by virtue of ownership of the Warrant, be entitled to any
rights of a stockholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its stockholders. 

  
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 5. Notices; Adjustments. 

(i) All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not, then on the next business day; (iii) two (2) Business Days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the Company or to Holder, as applicable, at the respective addresses set forth on the signature page to this Warrant or at such other address(es) as they may designate, respectively, by ten (10) days advance
written notice to the other party hereto. 
 (ii) Upon the occurrence of any adjustments pursuant to Sections 3(a) or 3(c) hereof,
the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment in accordance with the terms hereof and furnish to Holder a certificate setting forth such adjustment
and showing in detail the facts upon which such adjustment is based. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to the date on which any such record is to be taken for the purpose of such dividend or distribution, a notice specifying such date. In the event
of any voluntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder, at least ten (10) days prior to the date of the occurrence of any such event, a notice specifying such date. If the approval of any
stockholders of the Company shall be required in connection with any transaction contemplated by Section 3(b) above, then, the Company shall cause to be mailed to the Holder at least 10 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating the date on which such transaction is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such transaction. Notwithstanding the immediately preceding sentences, however, if the date on which the Company is obliged to provide notice hereunder to the
Holders is prior to a public announcement relating to the events set forth and on such date the Company’s securities are traded or quoted on any recognized national securities exchange or quotation system, then such notice shall be provided to
each Holder simultaneously with the notice provided to the Company’s common stockholders. Failure to give such notice, or any defect therein, shall not, however, affect the legality or validity of any such action. 

6. Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be reasonably required to protect the rights of the Holder. 

7. Transfer of Warrant. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The
Warrant, if properly assigned 

  
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in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for
the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. Such Holder is acquiring this Warrant as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Warrant (this representation and warranty not limiting such Holder’s right to sell the Warrant pursuant to the Registration Statement or otherwise in
compliance with applicable federal and state securities laws.) Such Holder is acquiring this Warrant hereunder in the ordinary course of its business. 
 8.
Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles, and notwithstanding the fact that one or more counterparts hereof may be
executed outside of the state, or one or more of the obligations of the parties hereunder are to be performed outside of the state. 
 9. Loss, Theft,
Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably
satisfactory to it, and, if mutilated, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant, having terms and conditions identical to this Warrant, in lieu hereof. 

10. Modification and Waiver. Any term of this Warrant may be amended, waived, discharged or terminated (either generally or in a particular instance
and either retroactively or prospectively) with the written consent of the Company and the holders of the Warrants representing at least 50.1% of the number of shares of Common Stock then subject to outstanding Warrants issued in the Offering.
Notwithstanding the foregoing, (a) this Warrant may be amended and the observance of any term hereunder may be waived without the written consent of the Holder only in a manner which applies to all Unit Warrants issued in the Offering in the
same fashion and (b) other than in connection with a transaction contemplated by Section 3 of this Warrant, the number of Warrant Shares subject to this Warrant and the Exercise Price of this Warrant may not be amended, and the
right to exercise this Warrant may not be waived, without the written consent of the Holder. The Company shall give prompt written notice to the Holder of any amendment hereof or waiver hereunder that was effected without the Holder’s written
consent. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision 

11. Successors. This Warrant shall be binding and inure to the benefit of the parties and their respective successors and assigns hereunder; provided
that this Warrant may be assigned by Holder only in compliance with the conditions specified in and in accordance with all of the terms of this Warrant. This Warrant does not create and shall not be construed as creating any rights enforceable by
any other person or corporation. 
 12. Headings. The headings used in this Warrant are used for convenience only and are not to be considered in
construing or interpreting this Warrant. 
 13. Saturdays, Sundays, Holidays. If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the next succeeding day not a legal
holiday. 

  
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 14. Severability. If any provision of this Warrant shall be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions of this Warrant. 
 15. Execution and Counterparts. This Warrant may be executed
in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Any one of such counterparts shall be sufficient for the purpose of proving
the existence and terms of this Warrant, and no party shall be required to produce an original or all of such counterparts in making such proof. 
 16.
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. 

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered as of the
Issue Date by an officer thereunto duly authorized. 
  

					
	AUTHENTIDATE HOLDING CORP.
		
	By:	 	  

		 	Name:	 	O’Connell Benjamin
		 	Title:	 	President and Chief Executive Officer
	
	Address for Notice:
	
	300 Connell Drive, 5th Floor
	Berkeley Heights, NJ 07922









 ATTACHMENT I 

NOTICE OF EXERCISE 

AUTHENTIDATE HOLDING CORP. 

Attention:
                                         

The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Warrant issued by Authentidate Holding Corp. as of
                , 2014, and held by the undersigned, the original of which is attached hereto, and (check the applicable box): 

 

	 ̈	Tenders herewith payment of the Exercise Price in the form of cash, via wire transfer of immediately available funds, in the amount of $         for
                 shares of Common Stock. 

  

	 ̈	Elects the cashless exercise option pursuant to Section 2(a)(ii) of the Warrant, and accordingly requests delivery of                 
shares of Common Stock, net, pursuant to the following calculation: 

 X = Y (A-B)/A 

(        ) = (            )
[(            ) - (            )]/(            ) 

Where 
 X = The number of shares
of Common Stock to be issued to the Holder pursuant to this cashless exercise; 
 Y = The number of shares of Common Stock in respect of
which the net issue election is made; 
 A = The Fair Market Value of one share of Common Stock, as calculated per the terms of the Warrant;
and 
 B = The Exercise Price then in effect as of the date of exercise. 

 

	 ̈	If this box is checked, as long as the Company’s transfer agent participates in the DTC Fast Automated Securities Transfer program (“FAST”), and except as otherwise provided in the next following
sentence, the Company shall effect delivery of the shares of Common Stock to the Holder by crediting to the account of the Holder or its nominee at DTC (as specified in this Exercise Notice) with the number of shares of Common Stock required to be
delivered. In the event that the Company’s transfer agent is not a participant in FAST, or if the shares of Common Stock are not otherwise eligible for delivery through FAST, the Company shall effect delivery of the shares of Common Stock by
delivering to Holder or its nominee physical certificates representing such shares. 

 Information for Delivery of uncertificated Shares by
DWAC: 
  

			
	Account Number:	 	  

	Account Name:	 	  

	DTC Number:	 	  


  

			
	HOLDER:
	
	  

	Name:	 	
	Title:	 	
		
	Date:	 	  










 ATTACHMENT II 

ASSIGNMENT FORM 
 (To
assign the foregoing warrant, execute 
 this form and supply required information. 

Do not use this form to exercise the warrant.) 

FOR VALUE RECEIVED, the undersigned Holder of this Warrant hereby sells, assigns and transfers the foregoing Warrant and all rights evidenced thereby to 

 

			
	Name:	 	  

		 	(Please Print)
		
	Address:	 	  

		 	(Please Print)
		
	Tax ID No.:	 	  


 and does hereby irrevocably constitute and appoint
                    , Attorney, to transfer the within Warrant Certificate on the books of Authentidate Holding Corp., Inc., with full power of
substitution. 
 Dated:                 ,      

 

			
	Holder’s Signature:	 	  

		
	Holder’s Address:	 	  

		
		 	  

		
	Signature Guaranteed:	 	  


 NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant.