##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED: December 31, 2010



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM              TO

COMMISSION FILE NUMBER: 0-20190





Authentidate Holding Corp.

(Exact name of registrant as specified in its charter)







|                                                                                   |  |                                     
|---------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                           |  | 14-1673067                          
|(State or other jurisdiction of
incorporation or organization)                     |  | (I.R.S. Employer Identification No.)
|                                                                                   | 
|Connell Corporate Center 300 Connell Drive, 5thFloor, Berkeley Heights, New Jersey |  | 07922                               
|(Address of principal executive offices)                                           |  | (Zip Code)                          

(908)
787-1700

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed
since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ̈  Yes    x  No

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                         |  |                             
|---------------------------------------- |  | ----------------------------
|Class                                    |  | Outstanding February 7, 2010
|Common Stock, $0.001 par value per share |  | 46,035,017 shares           









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##### Table of Contents

Authentidate Holding Corp.

Form 10-Q

Table of Contents



|           |  |                                                                                       |  |      |    | 
|---------- |  | ------------------------------------------------------------------------------------- |  | ---- | -- | 
|           |  |                                                                                       |  | Page |   
|           |  |                                                                                      
|Part I     |  | Financial Information                                                                 |  |      |    | 
|           |  |                                                                                      
|Item 1.    |  | Financial Statements                                                                  |  |      |    | 
|           |  |                                                                                      
|           |  | Condensed Consolidated Balance Sheets (Unaudited)                                     |  |      | 3  | 
|           |  |                                                                                      
|           |  | Condensed Consolidated Statements of Operations (Unaudited)                           |  |      | 4  | 
|           |  |                                                                                      
|           |  | Condensed Consolidated Statements of Cash Flows (Unaudited)                           |  |      | 5  | 
|           |  |                                                                                      
|           |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                      |  |      | 6  | 
|           |  |                                                                                      
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |      | 17 | 
|           |  |                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |      | 24 | 
|           |  |                                                                                      
|Item 4.    |  | Controls and Procedures                                                               |  |      | 24 | 
|           |  |                                                                                      
|Part II    |  | Other Information                                                                     |  |      |    | 
|           |  |                                                                                      
|Item 1.    |  | Legal Proceedings                                                                     |  |      | 25 | 
|           |  |                                                                                      
|Item 1A.   |  | Risk Factors                                                                          |  |      | 26 | 
|           |  |                                                                                      
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  |      | 39 | 
|           |  |                                                                                      
|Item 3.    |  | Defaults upon Senior Securities                                                       |  |      | 39 | 
|           |  |                                                                                      
|Item 4.    |  | Removed and Reserved                                                                  |  |      | 39 | 
|           |  |                                                                                      
|Item 5.    |  | Other Information                                                                     |  |      | 40 | 
|           |  |                                                                                      
|Item 6.    |  | Exhibits                                                                              |  |      | 41 | 
|           |  |                                                                                      
|Signatures |  |                                                                                       |  |      | 42 | 



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Balance Sheets





|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | -------- | - | ------------ | - | -------- | -
|(in thousands, except per share data)                                                                                                                  |  | December 31,2010(Unaudited) |          |   | June 30,2010 |  
|                                                                                                                                                       |  |                            
|Assets                                                                                                                                                 |  |                             |          |   |              |   |          |  
|Current assets                                                                                                                                         |  |                             |          |   |              |   |          |  
|Cash and cash equivalents                                                                                                                              |  | $                           | 3,116    |   |              | $ | 433      |  
|Restricted cash                                                                                                                                        |  |                             | 256      |   |              |   | 256      |  
|Marketable securities                                                                                                                                  |  |                             | 980      |   |              |   | 1,079    |  
|Accounts receivable, net                                                                                                                               |  |                             | 1,092    |   |              |   | 1,138    |  
|Inventory                                                                                                                                              |  |                             | 4,756    |   |              |   | 4,589    |  
|Prepaid expenses and other current assets                                                                                                              |  |                             | 845      |   |              |   | 585      |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Total current assets                                                                                                                                   |  |                             | 11,045   |   |              |   | 8,080    |  
|Property and equipment, net                                                                                                                            |  |                             | 432      |   |              |   | 553      |  
|Other assets                                                                                                                                           |  |                             |          |   |              |   |          |  
|Software development costs, net                                                                                                                        |  |                             | 1,081    |   |              |   | 1,467    |  
|Goodwill                                                                                                                                               |  |                             | 1,941    |   |              |   | 7,341    |  
|Other assets                                                                                                                                           |  |                             | 1,052    |   |              |   | 1,103    |  
|Assets held for sale                                                                                                                                   |  |                             |         |   |              |   | 2,000    |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Total assets                                                                                                                                           |  | $                           | 15,551   |   |              | $ | 20,544   |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|                                                                                                                                                       |  |                            
|Liabilities, Redeemable Preferred Stock and Shareholders Equity                                                                                       |  |                             |          |   |              |   |          |  
|Current liabilities                                                                                                                                    |  |                             |          |   |              |   |          |  
|Accounts payable and accrued expenses                                                                                                                  |  | $                           | 3,724    |   |              | $ | 4,457    |  
|Deferred revenue                                                                                                                                       |  |                             | 973      |   |              |   | 942      |  
|Other current liabilities                                                                                                                              |  |                             | 134      |   |              |   | 127      |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Total current liabilities                                                                                                                              |  |                             | 4,831    |   |              |   | 5,526    |  
|Long-term deferred revenue                                                                                                                             |  |                             | 140      |   |              |   | 140      |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Total liabilities                                                                                                                                      |  |                             | 4,971    |   |              |   | 5,666    |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Commitments and contingencies (Note 14)                                                                                                                |  |                             |          |   |              |   |          |  
|Redeemable preferred stock                                                                                                                             |  |                             | 2,783    |   |              |   |         |  
|Shareholders equity                                                                                                                                   |  |                             |          |   |              |   |          |  
|Preferred stock $.10 par value; 5,000 shares authorized Series B, 28 shares issued and outstanding on June 30,
2010                                    |  |                             |         |   |              |   | 3        |  
|Common stock, $.001 par value; 75,000 shares authorized, 45,986 and 38,436 issued and outstanding on December 31, 2010 and
June 30, 2010, respectively |  |                             | 46       |   |              |   | 38       |  
|Additional paid-in capital                                                                                                                             |  |                             | 172,362  |   |              |   | 170,490  |  
|Accumulated deficit                                                                                                                                    |  |                             | (164,491 | ) |              |   | (155,518 | )
|Accumulated other comprehensive loss                                                                                                                   |  |                             | (120     | ) |              |   | (135     | )
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Total shareholders equity                                                                                                                             |  |                             | 7,797    |   |              |   | 14,878   |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  
|Total liabilities, redeemable preferred stock and shareholders equity                                                                                 |  | $                           | 15,551   |   |              | $ | 20,544   |  
|                                                                                                                                                       |  |                             |          |   |              |   |          |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



3



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)





|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------- |  | ------------------------------ | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                        |  | Three Months EndedDecember 31, |        |   | Six Months EndedDecember 31, |  
|(in thousands, except per share data)   |  | 2010                           |        |   | 2009                         |   |        | 2010 |  |   | 2009   |  
|                                        |  |                                |        |  
|Revenues                                |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Software licenses and support           |  | $                              | 880    |   |                              | $ | 904    |      |  | $ | 1,562  |   |  | $ | 2,400  |  
|Hosted software services                |  |                                | 698    |   |                              |   | 624    |      |  |   | 1,378  |   |  |   | 1,150  |  
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total revenues                          |  |                                | 1,578  |   |                              |   | 1,528  |      |  |   | 2,940  |   |  |   | 3,550  |  
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|                                        |  |                                |        |  
|Operating expenses                      |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Cost of revenues                        |  |                                | 766    |   |                              |   | 676    |      |  |   | 1,358  |   |  |   | 1,546  |  
|Selling, general and administrative     |  |                                | 1,998  |   |                              |   | 2,480  |      |  |   | 4,031  |   |  |   | 5,058  |  
|Product development                     |  |                                | 396    |   |                              |   | 470    |      |  |   | 806    |   |  |   | 977    |  
|Depreciation and amortization           |  |                                | 293    |   |                              |   | 273    |      |  |   | 583    |   |  |   | 547    |  
|Goodwill impairment                     |  |                                | 5,400  |   |                              |   |       |      |  |   | 5,400  |   |  |   |       |  
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                |  |                                | 8,853  |   |                              |   | 3,899  |      |  |   | 12,178 |   |  |   | 8,128  |  
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|                                        |  |                                |        |  
|Operating loss                          |  |                                | (7,275 | ) |                              |   | (2,371 | )    |  |   | (9,238 | ) |  |   | (4,578 | )
|                                        |  |                                |        |  
|Other income (expense), net             |  |                                |       |   |                              |   | (448   | )    |  |   | 366    |   |  |   | (354   | )
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|                                        |  |                                |        |  
|Net loss                                |  | $                              | (7,275 | ) |                              | $ | (2,819 | )    |  | $ | (8,872 | ) |  | $ | (4,932 | )
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|                                        |  |                                |        |  
|Basic and diluted loss per common share |  | $                              | (0.16  | ) |                              | $ | (0.08  | )    |  | $ | (0.22  | ) |  | $ | (0.14  | )
|                                        |  |                                |        |   |                              |   |        |      |  |   |        |   |  |   |        |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



4



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)





|                                                                           |  |                               |        |   |      |   |        |  
|-------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -
|                                                                           |  | Six Months EndedDecember 
31, |       
|(in thousands)                                                             |  | 2010                          |        |   | 2009 |  
|                                                                           |  |                              
|Cash flows from operating activities                                       |  |                               |        |   |      |   |        |  
|Net loss                                                                   |  | $                             | (8,872 | ) |      | $ | (4,932 | )
|Adjustments to reconcile net loss to net cash used by operating activities |  |                               |        |   |      |   |        |  
|Depreciation and amortization                                              |  |                               | 583    |   |      |   | 547    |  
|Share-based compensation                                                   |  |                               | 66     |   |      |   | 133    |  
|Warrants issued for services                                               |  |                               | 24     |   |      |   |       |  
|Restricted shares issued for services                                      |  |                               | 31     |   |      |   | 33     |  
|Amortization of deferred financing cost warrants                           |  |                               |       |   |      |   | 533    |  
|Net gain on sale of non-core assets                                        |  |                               | (351   | ) |      |   |       |  
|Goodwill impairment                                                        |  |                               | 5,400  |   |      |   |       |  
|Changes in assets and liabilities                                          |  |                               |        |   |      |   |        |  
|Accounts receivable                                                        |  |                               | 46     |   |      |   | (26    | )
|Inventory                                                                  |  |                               | (167   | ) |      |   | (3,628 | )
|Prepaid expenses and other current assets                                  |  |                               | (260   | ) |      |   | (396   | )
|Accounts payable, accrued expenses and other liabilities                   |  |                               | (690   | ) |      |   | 2,458  |  
|Deferred revenue                                                           |  |                               | 31     |   |      |   | 120    |  
|                                                                           |  |                               |        |   |      |   |        |  
|Net cash used in operating activities                                      |  |                               | (4,159 | ) |      |   | (5,158 | )
|                                                                           |  |                               |        |   |      |   |        |  
|Cash flows from investing activities                                       |  |                               |        |   |      |   |        |  
|Purchases of property and equipment and other assets                       |  |                               | (18    | ) |      |   | (23    | )
|Other intangible assets acquired                                           |  |                               | (6     | ) |      |   | (4     | )
|Capitalized software development costs                                     |  |                               | (1     | ) |      |   | (79    | )
|Net proceeds from sale of non-core assets                                  |  |                               | 2,351  |   |      |   |       |  
|Sales of marketable securities                                             |  |                               | 99     |   |      |   | 4,424  |  
|                                                                           |  |                               |        |   |      |   |        |  
|Net cash provided by investing activities                                  |  |                               | 2,425  |   |      |   | 4,318  |  
|                                                                           |  |                               |        |   |      |   |        |  
|Cash flows from financing activities                                       |  |                               |        |   |      |   |        |  
|Net proceeds from issuance of preferred and common stock                   |  |                               | 4,456  |   |      |   | 2,876  |  
|Proceeds from exercise of options                                          |  |                               |       |   |      |   | 5      |  
|Dividends paid                                                             |  |                               | (54    | ) |      |   | (18    | )
|                                                                           |  |                               |        |   |      |   |        |  
|Net cash provided by financing activities                                  |  |                               | 4,402  |   |      |   | 2,863  |  
|                                                                           |  |                               |        |   |      |   |        |  
|Effect of exchange rate changes on cash flows                              |  |                               | 15     |   |      |   | (7     | )
|                                                                           |  |                               |        |   |      |   |        |  
|Net increase in cash and cash equivalents                                  |  |                               | 2,683  |   |      |   | 2,016  |  
|Cash and cash equivalents, beginning of period                             |  |                               | 433    |   |      |   | 461    |  
|                                                                           |  |                               |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                   |  | $                             | 3,116  |   |      | $ | 2,477  |  
|                                                                           |  |                               |        |   |      |   |        |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



5



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





|1. | Basis of Presentation
|-- | ---------------------

The accompanying unaudited condensed consolidated financial statements have been prepared by the company pursuant to the rules and
regulations of the Securities and Exchange Commission and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The
condensed consolidated financial statements include the accounts of Authentidate Holding Corp. (AHC) and its subsidiaries and joint venture (collectively, the company). All significant intercompany transactions and balances have been
eliminated in consolidation. The results of operations for the period ended December 31, 2010 are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in the
annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the
annual consolidated financial statements and notes thereto included in the companys Form 10-K for the fiscal year ended June 30, 2010 and the corresponding Managements Discussion and Analysis of Financial Condition and Results of
Operations.

The unaudited condensed consolidated financial statements are presented on a going concern basis which
contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For a number of years the company has experienced net losses and negative cash flow from operating activities as we focused on developing
new products and services, refining our business strategies, expanding our addressable markets and repositioning the company for future growth. During this period our primary sources of funds have been the issuance of equity and the incurrence of
third party debt. For the three and six months ended December 31, 2010, the company incurred a net loss of $7,275,000 and $8,872,000, respectively, including a non-cash goodwill impairment charge of $5,400,000. As of December 31,
2010, cash, cash equivalents and marketable securities were $4,096,000, the company had working capital of $6,214,000, an accumulated deficit of $164,491,000 and total shareholders equity of $7,797,000. These conditions indicate that the
company may be unable to continue as a going concern. Based on our business plan and resources available at December 31, 2010, management of the company believes that we have sufficient working capital to fund our operations for the next twelve
months. However, if the companys cash flows from operations are less than expected, the company may need to downsize operations, incur debt or raise additional capital. There can be no assurance, however, that the company will be successful in
raising additional capital or securing financing when needed or on terms satisfactory to the company.



|2. | Loss Per Share
|-- | --------------

The
following table sets forth the calculation of basic and diluted loss per share for the periods presented (in thousands, except per share data):



|                                           |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------ |  | ------------------------------- | ------ | - | ----------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                           |  | Three Months 
EndedDecember 31, |        |   | Six Months EndedDecember 
31, |  
|                                           |  | 2010                            |        |   | 2009                          |   |        | 2010 |  |   | 2009   |  
|                                           |  |                                 |        |  
|Net loss                                   |  | $                               | (7,275 | ) |                               | $ | (2,819 | )    |  | $ | (8,872 | ) |  | $ | (4,932 | )
|Preferred stock dividends - Series B       |  |                                 | (18    | ) |                               |   | (18    | )    |  |   | (36    | ) |  |   | (36    | )
|Preferred stock dividends - Series C       |  |                                 | (65    | ) |                               |   |       |      |  |   | (65    | ) |  |   |       |  
|                                           |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Net loss applicable to common shareholders |  | $                               | (7,358 | ) |                               | $ | (2,837 | )    |  | $ | (8,973 | ) |  | $ | (4,968 | )
|                                           |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Weighted average shares                    |  |                                 | 44,995 |   |                               |   | 35,127 |      |  |   | 41,718 |   |  |   | 34,710 |  
|                                           |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted loss per common share    |  | $                               | (0.16  | ) |                               | $ | (0.08  | )    |  | $ | (0.22  | ) |  | $ | (0.14  | )
|                                           |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  

All potential common shares were excluded from the calculation of net loss per share for the periods
presented because their impact is antidilutive. At December 31, 2010, employee and non-executive director options (3,978,000), warrants (7,070,000), performance based consultant options (375,000), Series C preferred stock (5,000,000) and
Series B preferred stock (500,000) were outstanding. At December 31, 2009, employee and non-executive director options (4,152,000), warrants (720,000), performance based consultant options (375,000) and Series B preferred stock
(500,000) were outstanding. In addition, at December 31, 2009, warrants to purchase 3,400,000 shares of common stock were outstanding of which approximately 700,000 were exercised and 2,700,000 expired by March 10, 2010, the warrant
expiration date.



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##### Table of Contents

Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





|3. | Share-Based Compensation
|-- | ------------------------

Share-based compensation by category is as follows (in thousands):



|                                 |  |                                 |    |  |                               |   |    |      |  |   |      |  |  |   |     | 
|-------------------------------- |  | ------------------------------- | -- |  | ----------------------------- | - | -- | ---- |  | - | ---- |  |  | - | --- | 
|                                 |  | Three Months 
EndedDecember 31, |    |  | Six Months EndedDecember 
31, |  
|                                 |  | 2010                            |    |  | 2009                          |   |    | 2010 |  |   | 2009 | 
|SG&A                             |  | $                               | 26 |  |                               | $ | 58 |      |  | $ | 52   |  |  | $ | 101 | 
|Product development              |  |                                 | 4  |  |                               |   | 9  |      |  |   | 9    |  |  |   | 23  | 
|Cost of revenues                 |  |                                 | 3  |  |                               |   | 4  |      |  |   | 5    |  |  |   | 9   | 
|                                 |  |                                 |    |  |                               |   |    |      |  |   |      |  |  |   |     | 
|Share-based compensation expense |  | $                               | 33 |  |                               | $ | 71 |      |  | $ | 66   |  |  | $ | 133 | 
|                                 |  |                                 |    |  |                               |   |    |      |  |   |      |  |  |   |     | 

The company computed the estimated fair values of all share-based compensation using the Black-Scholes
option pricing model and the assumptions set forth in the following table. The company based its estimate of the life of these options on historical averages over the past five years and estimates of expected future behavior. The expected volatility
was based on the companys historical stock volatility. The assumptions used in the companys Black-Scholes calculations for fiscal 2011 and 2010 are as follows:



|                 |  |                        |     |   |               |  |   |                  |  |  |                                            |   |  |  |    | 
|---------------- |  | ---------------------- | --- | - | ------------- |  | - | ---------------- |  |  | ------------------------------------------ | - |  |  | -- | 
|                 |  | Risk FreeInterest Rate |     |   | DividendYield |  |   | VolatilityFactor |  |  | WeightedAverageExpectedOption Life(Months) |  
|Fiscal year 2011 |  |                        | 1.8 | % |               |  | 0 | %                |  |  | 107                                        | % |  |  | 48 | 
|Fiscal year 2010 |  |                        | 2.5 | % |               |  | 0 | %                |  |  | 103                                        | % |  |  | 48 | 

The Black-Scholes
option-pricing model requires the input of highly subjective assumptions. Because the companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in managements opinion, the existing models may not provide a reliable single measure of the fair value of share-based compensation for employee stock options. Management will continue
to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation as circumstances change and additional data becomes available over time, which may result in changes to these assumptions and
methodologies. Such changes could materially impact the companys fair value determination.

Stock option activity under
the Employees and Non-Executive Directors Stock Option Plans (the Plans) for the period ended December 31, 2010 is as follows (in thousands, except per share and average life data):



|                                      |  |                  |       |   |                              |   |      |                                                 |  |  |                         |  |  |   |   | 
|------------------------------------- |  | ---------------- | ----- | - | ---------------------------- | - | ---- | ----------------------------------------------- |  |  | ----------------------- |  |  | - | - | 
|Employees Plan                        |  | Number ofOptions |       |   | WeightedAverageExercisePrice |   |      | WeightedAverageRemainingContractualLife (Years) |  |  | AggregateIntrinsicValue | 
|                                      |  |                  |       |  
|Outstanding, June 30, 2010            |  |                  | 3,781 |   |                              | $ | 3.10 |                                                 |  |  | 6.49                    |  |  |   |   | 
|Granted                               |  |                  | 20    |   |                              |   | 0.67 |                                                 |  |  |                         |  |  |   |   | 
|Expired/forfeited                     |  |                  | (366  | ) |                              |   | 3.80 |                                                 |  |  |                         |  |  |   |   | 
|                                      |  |                  |       |   |                              |   |      |                                                 |  |  |                         |  |  |   |   | 
|Outstanding, December 31, 2010        |  |                  | 3,435 |   |                              | $ | 3.01 |                                                 |  |  | 6.18                    |  |  | $ | 8 | 
|                                      |  |                  |       |   |                              |   |      |                                                 |  |  |                         |  |  |   |   | 
|Exercisable at December 31, 2010      |  |                  | 2,263 |   |                              | $ | 3.83 |                                                 |  |  | 4.82                    |  |  | $ | 5 | 
|                                      |  |                  |       |   |                              |   |      |                                                 |  |  |                         |  |  |   |   | 
|Expected to vest at December 31, 2010 |  |                  | 920   |   |                              | $ | 1.43 |                                                 |  |  | 8.83                    |  |  | $ | 2 | 
|                                      |  |                  |       |   |                              |   |      |                                                 |  |  |                         |  |  |   |   | 



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





|                               |  |                  |     |  |                              |   |      |                                                 |  |  |                         |  |  |   |   | 
|------------------------------ |  | ---------------- | --- |  | ---------------------------- | - | ---- | ----------------------------------------------- |  |  | ----------------------- |  |  | - | - | 
|Non-Executive Director Plan    |  | Number ofOptions |     |  | WeightedAverageExercisePrice |   |      | WeightedAverageRemainingContractualLife (Years) |  |  | AggregateIntrinsicValue | 
|Outstanding, June 30, 2010     |  |                  | 493 |  |                              | $ | 3.06 |                                                 |  |  | 4.76                    |  |  |   |   | 
|Granted                        |  |                  | 50  |  |                              |   | 0.63 |                                                 |  |  |                         |  |  |   |   | 
|                               |  |                  |     |  |                              |   |      |                                                 |  |  |                         |  |  |   |   | 
|Outstanding, December 31, 2010 |  |                  | 543 |  |                              | $ | 2.84 |                                                 |  |  | 4.75                    |  |  | $ |  | 
|                               |  |                  |     |  |                              |   |      |                                                 |  |  |                         |  |  |   |   | 

Non-executive director options are granted at market price and vest on the grant date.

As of December 31, 2010, there was approximately $647,000 of total unrecognized compensation expense related to unvested share-based
compensation arrangements granted under the Plans. Approximately $165,000 of this expense is expected to be recognized over a weighted-average period of 16 months. The remaining expense will be recognized if certain vesting conditions are met during
the next 21 months.

There were no options exercised for the six month period ended December 31, 2010. The total
intrinsic value of options exercised was $3,600 for the six months ended December 31, 2009. The weighted average grant date fair value of options granted during the six month periods ended December 31, 2010 and 2009 was approximately $0.47
and $0.79, respectively. These values were calculated using the Black-Scholes option-pricing model.

The total fair value of
options vested was $124,000 and $160,000 for the six month periods ended December 31, 2010 and 2009, respectively.

During fiscal 2006 the company issued 375,000 stock options to an independent consultant, exercisable at $3.25 per share. These options
do not vest until the consultant realizes at least $1.0 million in sales of the companys products; therefore no expense has been recorded as no sales have been realized through December 31, 2010. These options are not included in the
disclosures above. These options expire at the later of seven years from the grant date or five years from the vesting date.

Effective January 17, 2007, the Board of Directors amended the terms of existing stock options previously granted to the
companys current employees whereby such options expire ten years from the original grant date. The incremental share-based compensation expense related to this change was amortized as the related options vested through June 30, 2010.

On January 17, 2007, the shareholders approved several amendments to the 2001 Non-Executive Director Stock Option Plan
whereby non-executive director stock options expire ten years from the original date of grant, non-executive directors will have up to two years to exercise their options after leaving the board and may elect to receive up to 50% of their cash
director compensation in restricted common stock of the company issued at fair value in accordance with the terms of the Plan. On May 20, 2009, the shareholders approved an amendment to increase this percentage to 100%. During the six months
ended December 31, 2010, the company issued 50,198 shares of restricted common stock (valued at approximately $31,625) to certain non-executive directors in connection with this program. In February 2011, the company issued 48,612 shares of
restricted common stock (valued at approximately $21,875) to such directors under the program.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





|4. | Comprehensive Loss:
|-- | -------------------



|                                |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|------------------------------- |  | ------------------------------- | ------ | - | ----------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                |  | Three Months 
EndedDecember 31, |        |   | Six Months EndedDecember 
31, |  
|                                |  | 2010                            |        |   | 2009                          |   |        | 2010 |  |   | 2009   |  
|                                |  |                                 |        |  
|Net loss as reported            |  | $                               | (7,275 | ) |                               | $ | (2,819 | )    |  | $ | (8,872 | ) |  | $ | (4,932 | )
|Currency translation adjustment |  |                                 | 4      |   |                               |   | (5     | )    |  |   | 15     |   |  |   | (7     | )
|                                |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Comprehensive loss              |  | $                               | (7,271 | ) |                               | $ | (2,824 | )    |  | $ | (8,857 | ) |  | $ | (4,939 | )
|                                |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  



|5. | Marketable Securities
|-- | ---------------------

At
December 31, 2010 our marketable securities consisted primarily of money market investments. We classify our investments as available for sale and they have been recorded at cost which approximates fair market value due to their
variable interest rates. As a result, we have had no cumulative gross unrealized holding gains (losses) or gross realized gains (losses) from such investments through December 31, 2010. All income generated from these investments is recorded as
interest income.



|6. | Note Receivable and Assets Held for Sale
|-- | ----------------------------------------

In June 2007, the company completed the sale of its Document Management Solutions and Systems Integration businesses, to Astria Solutions Group, LLC (Astria). Under the terms of the definitive
Asset Purchase Agreement, Astria issued to the company a $2,000,000 seven-year note bearing interest at a rate of 8.5% (Note). The reported gain on this transaction did not include any value for the Note. The Note was secured by the
assets of the acquired businesses and was subordinated to the interests of the senior creditor and mezzanine lender to Astria. The Note provided for monthly interest payments through May 2010, principal (based on a 15-year amortization) and interest
payments thereafter through April 2014 and a final payment of the balance in May 2014. Based on the subordination, the extended collection period and other factors, the company had no reasonable basis for estimating the degree of collectibility of
the Note and elected to recognize, in accordance with the accounting guidance, the additional gain, if any, on the sale of the businesses as management determined that the debtors cash flows from operations were sufficient to repay the debt.
In connection with the sale, Astria also entered into a seven-year lease for a portion of the building owned by the company in Schenectady, New York where the acquired businesses are located. Under the terms of the lease, Astria elected to pay all
taxes and operating costs for the land and building and rent and additional rent of approximately $186,000 per year for the term of lease.

On July 14, 2010, the company completed the sale of certain non-core assets, including the companys land and building in Schenectady, New York to Star Advisors, LLC (Star), acting
on behalf of Astria, for a total purchase price of approximately $2.4 million. Under the purchase agreement, the company also disposed of the $2.0 million Note; and the balance of deferred receivables related to the businesses sold to Astria. At
June 30, 2010, the land and building was classified in the companys financial statements as assets held for sale and the Note and deferred receivables were fully reserved and had net carrying values of zero. Net proceeds from the sale
were approximately $2.35 million, after the payment of expenses and brokerage commissions related to the transaction. The company recorded a gain on the sale of such assets of approximately $351,000 in the quarter ended September 30, 2010.



|7. | Segment Information
|-- | -------------------

The
accounting guidance regarding Disclosures about Segments of an Enterprise and Related Information,requires certain financial and supplementary information to be disclosed about operating segments of an enterprise. Operating segments are
defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing
performance. Our chief operating decision maker is our President.

The company operates in one reportable segment in the
United States and Germany. In the United States the business is engaged in the development and sale of secure Health Information Exchange, workflow management services and telehealth solutions. The companys software and web-based services
enable healthcare organizations and other enterprises to increase revenues, improve productivity, enhance patient care and reduce costs by eliminating paper and manual work steps from clinical, administrative and other processes and enhancing
compliance with regulatory requirements. The web-based services are delivered as Software as a Service (SaaS) to customers, interfacing seamlessly with billing and document management systems. These solutions incorporate rules-based electronic
forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient monitoring capabilities. Both web and fax based communications are integrated into
automated and trusted workflow solutions. In Germany the business is engaged in the development and sale of software applications



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Notes to Condensed Consolidated Financial Statements (Unaudited)





that provide electronic signature and time stamping capabilities for a variety of corporate processes including electronic billing and archiving solutions, and security technology offerings. Our
web-based services and software applications are compliant with applicable digital signature rules and guidelines.

Revenues
from external customers include revenues from the German operations of approximately $880,000 and $1,562,000 for the three and six month periods ended December 31, 2010 and $904,000 and $2,400,000 for the three and six month periods ended
December 31, 2009. This operation had assets, excluding goodwill, of approximately $659,000 and $923,000 at December 31, 2010 and 2009, respectively. As discussed more fully in Note 10 of Notes to Condensed Consolidated Financial
Statements, the company recorded a goodwill impairment charge related to this segment during the quarter ended December 31, 2010.



|8. | Joint Venture
|-- | -------------

In June 2008 we formed a joint venture with EncounterCare Solutions, Inc., called ExpressMD Solutions LLC to provide in-home patient vital signs monitoring systems and services. ExpressMD Solutions
combines EncounterCares Electronic House Call patient vital signs monitoring appliances with a web-based management and monitoring software module based on Authentidates Inscrybe® Healthcare platform. The service enables unattended measurements of patients vital signs and related health information and is designed to aid wellness and
preventative care, and deliver better care to specific patient segments who require regular monitoring of serious medical conditions. Using ExpressMD Solutions offerings, health care providers will be able to easily view each specific
patients vital statistics and make adjustments to the patients care plan via the Internet. The easy to use patient monitoring solution is intended to provide patients with increased peace of mind and improved condition outcomes through a
combination of core plan schedule reminders and comprehensive disease management on their in-home communication unit. The service provides intelligent routing to alert on-duty caregivers whenever a patients vital signs are outside of the
practitioners pre-set ranges. Health care providers and health insurers are also expected to benefit by having additional tools to improve patient care and reduce overall in-person and emergency room patient visits. In April 2009, the joint
venture received 510(k) market clearance from the FDA for the monitoring appliance.

The company and EncounterCare Solutions,
Inc. each own fifty percent of the joint venture and neither party has any special rights under the joint venture agreement. At December 31, 2010 and 2009, ExpressMD Solutions did not have any assets or liabilities and EncounterCare Solutions,
Inc. does not have any recourse to our general credit. ExpressMD Solutions is consolidated in our financial statements because we are currently electing to provide the majority of funding for the joint venture and are deemed to be the primary
beneficiary. For the three and six month periods ended December 31, 2010, we made advances of approximately $156,000 and $309,000, respectively to the joint venture to cover development and operating expenses. To date, the companys total
advances to the joint venture of approximately $1,341,000 have been in excess of the amounts required under the joint venture operating agreement entered into by the company. Although we expect to recover these advances as the joint venture
generates revenues, there can be no assurance that such amounts will be recovered. Therefore, these amounts have been expensed as incurred and charged to selling, general and administrative expenses. In addition, we may decide to advance additional
amounts to further joint venture activities.



|9. | Inventory
|-- | ---------

In connection
with our manufacturing and sales plans for the ExpressMD Solutions telehealth service, the company has purchased certain components and contract manufacturing services for the production of the monitoring appliance. These inventory amounts are
stated at the lower of cost or market and consist of the following (in thousands):



|                     |  |                  |       |  |              |   |       | 
|-------------------- |  | ---------------- | ----- |  | ------------ | - | ----- | 
|                     |  | December 31,2010 |       |  | June 30,2010 |  
|                     |  |                 
|Purchased components |  | $                | 3,789 |  |              | $ | 4,017 | 
|Finished goods       |  |                  | 967   |  |              |   | 572   | 
|                     |  |                  |       |  |              |   |       | 
|Total inventory      |  | $                | 4,756 |  |              | $ | 4,589 | 
|                     |  |                  |       |  |              |   |       | 



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





|10. | Goodwill and Other Intangible Assets
|--- | ------------------------------------

The company performs an annual impairment analysis of goodwill at the end of the fiscal year. Any adverse development or change in its business during the year would require an interim assessment. As a
result of current period operating results for our German operations which were below forecast, a revised forecast that anticipates slower growth in future revenues and cash flows compared to similar analyses conducted in the past, certain
unsolicited market information regarding the business and uncertainty regarding the recovery of the market for comparable assets, the company reviewed its impairment analysis as of December 31, 2010. Based on this review, the company concluded
that the carrying amount of the related goodwill was impaired. Although management expects the German business to achieve profitability in the future, reduced expectations for such results and uncertainty about the time needed for the business to
achieve sustained profitability and positive cash flows resulted in the impairment and the company recorded a non-cash goodwill impairment expense of $5,400,000 related to its German operations during the quarter ended December 31, 2010. This
represents the companys best estimate of value, less cost to sell, and could be adjusted if actual experience differs from estimates. As of December 31, 2010 and 2009 goodwill of $1,891,000 and $7,291,000, respectively, relates to our
business in Germany.

Other intangible assets are included in other assets and consist of the following (in thousands):



|                      |  |                     |       |  |                         |   |       |               |  |   |                     |  |  |                         |       |  |               |   |       |                     |  |   |     |  |  |  |    | 
|--------------------- |  | ------------------- | ----- |  | ----------------------- | - | ----- | ------------- |  | - | ------------------- |  |  | ----------------------- | ----- |  | ------------- | - | ----- | ------------------- |  | - | --- |  |  |  | -- | 
|                      |  | December 31, 2010   |       |  | June 30, 2010           |   |       |               | 
|                      |  | GrossCarryingAmount |       |  | AccumulatedAmortization |   |       | Net BookValue |  |   | GrossCarryingAmount |  |  | AccumulatedAmortization |       |  | Net BookValue |   |       | Useful LifeIn Years | 
|                      |  |                     |       |  |                         |   |      
|Patents               |  | $                   | 342   |  |                         | $ | 187   |               |  | $ | 155                 |  |  | $                       | 342   |  |               | $ | 176   |                     |  | $ | 166 |  |  |  | 17 | 
|Trademarks            |  |                     | 146   |  |                         |   | 64    |               |  |   | 82                  |  |  |                         | 146   |  |               |   | 60    |                     |  |   | 86  |  |  |  | 20 | 
|Acquired technologies |  |                     | 72    |  |                         |   | 72    |               |  |   |                    |  |  |                         | 72    |  |               |   | 72    |                     |  |   |    |  |  |  | 2  | 
|Licenses              |  |                     | 1,281 |  |                         |   | 1,207 |               |  |   | 74                  |  |  |                         | 1,275 |  |               |   | 1,165 |                     |  |   | 110 |  |  |  | 3  | 
|                      |  |                     |       |  |                         |   |       |               |  |   |                     |  |  |                         |       |  |               |   |       |                     |  |   |     |  |  |  |    | 
|Total                 |  | $                   | 1,841 |  |                         | $ | 1,530 |               |  | $ | 311                 |  |  | $                       | 1,835 |  |               | $ | 1,473 |                     |  | $ | 362 |  |  |  |    | 
|                      |  |                     |       |  |                         |   |       |               |  |   |                     |  |  |                         |       |  |               |   |       |                     |  |   |     |  |  |  |    | 

The company amortizes other intangible assets under the straight line method. Amortization expense
was approximately $31,000 and $57,000 for the three and six months ended December 31, 2010. Amortization expense for the next five fiscal years and thereafter is expected to be as follows (in thousands):



|           |  |   |     | 
|---------- |  | - | --- | 
|2011       |  | $ | 54  | 
|2012       |  |   | 59  | 
|2013       |  |   | 27  | 
|2014       |  |   | 27  | 
|2015       |  |   | 26  | 
|Thereafter |  |   | 118 | 
|           |  |   |     | 
|           |  | $ | 311 | 
|           |  |   |     | 



|11. | Redeemable Preferred Stock
|--- | --------------------------

In connection with the private placement transaction discussed in Note 19 of Notes to Condensed Consolidated Financial Statements, in
October 2010 the company issued a total of 1,250,000 shares of Series C 15% convertible redeemable preferred stock. Each share of preferred stock has a stated value of $1.60 per share, and, subject to the rights of the companys senior
securities, has the following rights: (i) to receive dividends which accrue at the rate of 15% per annum payable in shares of common stock upon conversion or in cash upon redemption; (ii) effective upon shareholder approval, will
convert into shares of common stock determined by dividing the stated value, plus accrued and unpaid dividends, by the conversion price, which is initially $0.40; (iii) to receive a liquidation preference equal to the sum of the stated value of
each share of preferred stock, plus dividends; and (iv) unless converted, to be redeemed by the company 18 months from the date of issuance at a redemption price equal to the 102.5% of the stated value of the preferred stock, plus any accrued
but unpaid dividends. Conversion of the shares of preferred stock is subject to the approval of the companys stockholders in accordance with the Listing Rules of the Nasdaq Stock Market. If the companys shareholders approve the
conversion, the aggregate stated value of the shares of preferred stock will automatically convert into 5,000,000 shares of common stock.



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Notes to Condensed Consolidated Financial Statements (Unaudited)





At December 31, 2010, the company has accrued dividends in the amount of
approximately $65,000 related to these shares of preferred stock. The stated value of the preferred shares and the related accrued dividends are presented as temporary equity under the caption Redeemable preferred stock in the Condensed Consolidated
Balance Sheet in accordance with the rules of the Securities and Exchange Commission.

As discussed more fully in Note 13 of
Notes to Condensed Consolidated Financial Statements, since the company will be required to first redeem the Series B preferred stock before it redeems the Series C preferred stock, amounts related to the Series B preferred stock are presented as
temporary equity as of December 31, 2010.



|12. | Shareholders Equity
|--- | --------------------

The changes in shareholders equity for the six months ended December 31, 2010 are summarized as follows (in thousands):



|                                      |  |                |    |   |             |   |    |                |  |   |                    |   |  |                                   |          |   |                          |   |      |   |  |   |        |  
|------------------------------------- |  | -------------- | -- | - | ----------- | - | -- | -------------- |  | - | ------------------ | - |  | --------------------------------- | -------- | - | ------------------------ | - | ---- | - |  | - | ------ | -
|                                      |  | PreferredStock |    |   | CommonStock |   |    | Paid-inCapital |  |   | AccumulatedDeficit |   |  | AccumulatedOtherComprehensiveLoss |          |   | TotalShareholdersEquity |  
|                                      |  |                |    |   |             |  
|Balance, June 30, 2010                |  | $              | 3  |   |             | $ | 38 |                |  | $ | 170,490            |   |  | $                                 | (155,518 | ) |                          | $ | (135 | ) |  | $ | 14,878 |  
|                                      |  |                |    |   |             |  
|Preferred stock dividends             |  |                |    |   |             |   |    |                |  |   |                    |   |  |                                   | (101     | ) |                          |   |      |   |  |   | (101   | )
|Share-based compensation expense      |  |                |    |   |             |   |    |                |  |   | 66                 |   |  |                                   |          |   |                          |   |      |   |  |   | 66     |  
|Issuance of common stock, net         |  |                |    |   |             |   | 8  |                |  |   | 2,448              |   |  |                                   |          |   |                          |   |      |   |  |   | 2,456  |  
|Restricted shares issued for services |  |                |    |   |             |   |    |                |  |   | 31                 |   |  |                                   |          |   |                          |   |      |   |  |   | 31     |  
|Issuance of warrants for services     |  |                |    |   |             |   |    |                |  |   | 24                 |   |  |                                   |          |   |                          |   |      |   |  |   | 24     |  
|Currency translation adjustment       |  |                |    |   |             |   |    |                |  |   |                    |   |  |                                   |          |   |                          |   | 15   |   |  |   | 15     |  
|Reclass Series B preferred stock      |  |                | (3 | ) |             |   |    |                |  |   | (697               | ) |  |                                   |          |   |                          |   |      |   |  |   | (700   | )
|Net loss                              |  |                |    |   |             |   |    |                |  |   |                    |   |  |                                   | (8,872   | ) |                          |   |      |   |  |   | (8,872 | )
|                                      |  |                |    |   |             |   |    |                |  |   |                    |   |  |                                   |          |   |                          |   |      |   |  |   |        |  
|Balance, December 31, 2010            |  | $              |   |   |             | $ | 46 |                |  | $ | 172,362            |   |  | $                                 | (164,491 | ) |                          | $ | (120 | ) |  | $ | 7,797  |  
|                                      |  |                |    |   |             |   |    |                |  |   |                    |   |  |                                   |          |   |                          |   |      |   |  |   |        |  

During the six months ended December 31, 2010, no options or common stock warrants were exercised.



|13. | Preferred Stock - Series B
|--- | --------------------------

As of December 31, 2010, there are 28,000 shares of Series B preferred stock outstanding. The Series B preferred stock was originally
issued in a private financing in October 1999 and the conversion and redemption features were amended in October 2002 to provide for the rights and obligations described in this note. The company has the right to repurchase the outstanding Series B
preferred stock at a redemption price equal to $25.00 per share, plus accrued and unpaid dividends. The holder of such shares has the right to convert shares of preferred stock into an aggregate of 500,000 shares of our common stock at a conversion
rate of $1.40 per share. In the event the company elects to redeem these securities, the holder will be able to exercise its conversion right subsequent to the date that we issue a notice of redemption but prior to the deemed redemption date as
would be set forth in such notice. The Company will be required to first redeem the Series B preferred stock if it is required to redeem the Series C preferred stock. Accordingly, as of December 31, 2010 , the redemption value of the preferred
shares and the related accrued dividends are presented as temporary equity under the caption Redeemable preferred stock in the Condensed Consolidated Balance Sheet in accordance with the rules of the Securities and Exchange Commission. At
December 31, 2010, the company has accrued dividends in the amount of $17,500 which remain unpaid.



|14. | Commitments and Contingencies
|--- | -----------------------------

Between June and August 2005, six purported shareholder class actions were filed in the United States District Court for the Southern District of New York (the District Court) against our
company and certain of its current and former directors and former officers. Plaintiffs in those actions alleged that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Sections 11 and 15 of the Securities Act of
1933. The securities law claims were based on the allegations that we failed to disclose that our August 2002 agreement with the USPS contained certain performance metrics, and that the USPS could cancel the agreement if we did not meet these
metrics; that we did not disclose complete and accurate information as to our performance under, and efforts to renegotiate, the USPS agreement; and that when we did disclose that the USPS might cancel the agreement, the market price of our stock
declined. On October 5, 2005 the Court consolidated the class actions under the caption In re Authentidate Holding Corp. Securities Litigation., C.A. No. 05 Civ. 5323 (LTS), and appointed the Illinois State Board of Investment as
lead plaintiff under



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Notes to Condensed Consolidated Financial Statements (Unaudited)





the Private Securities Litigation Reform Act. The plaintiff filed an amended consolidated complaint on January 3, 2006, which asserted the same claims as the prior complaints and also
alleged that Authentidate violated the federal securities laws by misrepresenting that it possessed certain patentable technology. On July 14, 2006, the District Court dismissed the amended complaint in its entirety; certain claims were
dismissed with prejudice and plaintiff was given leave to replead those claims which were not dismissed with prejudice. In August 2006, plaintiff filed a second amended complaint, which did not assert any claims relating to the companys
patents or under the Securities Act of 1933, but which otherwise was substantially similar to the prior complaint. The second amended complaint sought unspecified monetary damages. The company moved to dismiss the second amended complaint on
November 13, 2006. On March 26, 2009, the District Court dismissed, with prejudice, the second amended complaint. The lead plaintiff filed an appeal and a hearing in the case was held before the U.S. Court of Appeals for the Second Circuit
on February 3, 2010. On March 12, 2010, the U.S. Court of Appeals for the Second Circuit issued an order affirming in part and vacating and remanding in part the March 26, 2009 order of dismissal. On December 23, 2010, the
company and certain of its current and former directors and former officers entered into a settlement. As set forth more fully in the Stipulation of Settlement, if the settlement is given final approval by the District Court, among other
things: (i) all claims will be dismissed with prejudice and released; and (ii) a payment of $1.9 million will be made for the benefit of the settlement class, which will be funded by the companys insurance carrier. On
February 2, 2011, the District Court entered an order that preliminarily approved the Stipulation of Settlement; preliminarily certified a settlement class of all persons who purchased the companys common stock between July 16, 2004
and May 27, 2005, inclusive; and scheduled a hearing for July 20, 2011 to determine whether to grant final approval of the settlement.

In addition to the class action complaints, four purported shareholder derivative actions were filed against certain current and former directors and former officers of the company in June and July 2005
in the S.D.N.Y. These federal court derivative actions were based on substantially the same events and factual allegations as the original class action complaints and asserted claims that Authentidate was injured by an alleged breach of fiduciary
duty, waste, mismanagement, violations of Sarbanes-Oxley, and misappropriation of inside information. The derivative complaints sought, among other things, damages, equitable relief, restitution, and payment of costs and expenses incurred in the
litigation (including legal fees). Plaintiffs in the derivative actions entered into a Court-approved stipulation providing for the consolidation of their actions and the selection of Maxine Philips as the lead plaintiff. Plaintiffs filed a
consolidated complaint on November 14, 2005, which defendants moved to dismiss on January 13, 2006 on the ground that plaintiffs had not made a proper demand on the Board of Directors. On March 20, 2006, before the motion to dismiss
was decided, plaintiffs in the federal court derivative action voluntarily dismissed their complaint without prejudice. On April 6, 2006, the court held a hearing to confirm, among other things, that plaintiffs had not received any payment or
other consideration for the dismissal of their claims. At the hearing plaintiffs agreed to file a motion seeking court approval for the dismissal. Plaintiffs filed this motion on April 18, 2006 and the court entered an order dismissing the
consolidated complaint on May 5, 2006. Subsequently, on May 25, 2006, the plaintiffs sent a letter to the Board of Directors demanding that it file a derivative suit on behalf of the company which asserts the same claims as the complaint
which plaintiffs voluntarily dismissed only weeks earlier.

On December 13, 2005, a purported shareholder derivative
action was filed in the Supreme Court of New York, Schenectady County, entitled Elkin v. Goldman et al., No. 2005-2240. Plaintiff in that action demanded that our Board of Directors file a derivative action on behalf of the company
against nine of its current and former directors and former officers. The complaint asserts the same claims that are alleged in the derivative actions in the S.D.N.Y. The Board of Directors, following a recommendation from a committee of the Board
composed of outside, non-employee directors who were advised by independent outside counsel, concluded that commencing litigation, as demanded by Elkin, is not in the companys best interest.

Management believes that these legal matters, individually or in aggregate, will not have a material adverse effect on our financial
position, results of operations, or cash flows in as much as the company believes its current liability insurance is adequate to cover all reasonably anticipated costs, settlements and judgments with respect to these proceedings. However, litigation
such as described above, is subject to inherent uncertainties and there can be no assurance that managements opinion of the anticipated effect of these matters will be correct or that it will not change in the future.

We are engaged in no other litigation which would be anticipated to have a material adverse effect on our financial condition, results of
operations or cash flows.

We have entered into employment agreements with our President, Chief Financial Officer and the
Chief Executive Officer of our German subsidiary that specify the executives current compensation, benefits and perquisites, the executives entitlements upon termination of employment, and other employment rights and responsibilities.

We have entered into various agreements by which we may be obligated to indemnify the other party with respect to certain
matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations
related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to dispute resolution
procedures specified in the particular



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments
made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we
have not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2010, we are not aware of any obligations under such indemnification agreements that would require material payments.



|15. | Income Taxes
|--- | ------------

The company
continues to fully recognize its tax benefits which are offset by a valuation allowance due to the uncertainty that the deferred tax assets will be realized. We will continue to evaluate the realizability of our domestic net deferred tax assets and
may record additional benefits in future earnings if we determine the realization of these assets is more likely than not.



|16. | Other Income (Expense)
|--- | ----------------------

Other income (expense) consists of the following (in thousands):



|                                      |  |                                 |   |  |                               |   |      |      |  |   |      |  |  |   |      |  
|------------------------------------- |  | ------------------------------- | - |  | ----------------------------- | - | ---- | ---- |  | - | ---- |  |  | - | ---- | -
|                                      |  | Three Months 
EndedDecember 31, |   |  | Six Months EndedDecember 
31, |  
|                                      |  | 2010                            |   |  | 2009                          |   |      | 2010 |  |   | 2009 | 
|                                      |  |                                 |   | 
|Interest income                       |  | $                               |  |  |                               | $ | 48   |      |  | $ | 8    |  |  | $ | 95   |  
|Rental income                         |  |                                 |  |  |                               |   | 45   |      |  |   | 7    |  |  |   | 90   |  
|Net gain from sale of non-core assets |  |                                 |  |  |                               |   |     |      |  |   | 351  |  |  |   |     |  
|Deferred financing costs              |  |                                 |  |  |                               |   | (533 | )    |  |   |      |  |  |   | (533 | )
|Other                                 |  |                                 |  |  |                               |   | (8   | )    |  |   |     |  |  |   | (6   | )
|                                      |  |                                 |   |  |                               |   |      |      |  |   |      |  |  |   |      |  
|Total other income (expense)          |  | $                               |  |  |                               | $ | (448 | )    |  | $ | 366  |  |  | $ | (354 | )
|                                      |  |                                 |   |  |                               |   |      |      |  |   |      |  |  |   |      |  

On September 23, 2009, the company entered into a binding Standby Commitment (the
Commitment) with an accredited investor (the Investor) for up to $3,000,000 in financing during the 12-month commitment term. The Commitment provided that if the company closed a financing with a third party or sold certain
of its assets then the company would redeem any outstanding borrowings and the Commitment amount would be reduced to the extent of the net proceeds from such transactions. The company did not issue any convertible debentures pursuant to the
Commitment and the commitment was reduced to zero in connection with a registered direct offering completed in December 2009. In connection with the Commitment, the company granted 400,000 warrants to the Investor in consideration of the Commitment
to provide the financing. The warrants will be exercisable for five years at an exercise price of $1.20 per share. The Investor is an entity affiliated with Mr. Douglas Luce, who is a brother of Mr. J. David Luce, a member of the
companys Board of Directors. The warrants will be restricted securities issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. In connection with issuance of the 400,000
warrants related to the Commitment, the company recorded non-cash deferred financing costs and additional paid-in capital of approximately $533,000. These warrants were valued using the Black-Scholes option pricing model. Following the closing of
the companys financing transaction in December 2009 and subsequent warrant exercises in January 2010, the Commitment amount was reduced to zero and the deferred financing costs were fully amortized as other expense during the quarter ended
December 31, 2009.



|17. | Fair Value Measurements
|--- | -----------------------

The company measures fair value for financial assets and liabilities in accordance with the provisions of the accounting guidance
regarding fair value measurements. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. A brief description of those three levels is as follows:



| |  |  | Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Level 2: Inputs other than quoted prices for identical assets or liabilities that are observable for the asset or liability, either directly or
indirectly.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3: Significant unobservable inputs.
| | - |  | -----------------------------------------



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





The companys assets subject to fair value measurements as of December 31, 2010 are as follows
(in thousands):



|                                                   |  |                                                   |     |  |         |   |     |         |  |   |         |  |  |   |   | 
|-------------------------------------------------- |  | ------------------------------------------------- | --- |  | ------- | - | --- | ------- |  | - | ------- |  |  | - | - | 
|                                                   |  | Fair Value MeasurementsUsing Fair
Value Hierarchy |    
|                                                   |  | Fair value                                        |     |  | Level 1 |   |     | Level 2 |  |   | Level 3 | 
|                                                   |  |                                                   |     | 
|Current marketable securities - available for sale |  | $                                                 | 980 |  |         | $ | 980 |         |  | $ |        |  |  | $ |  | 
|                                                   |  |                                                   |     |  |         |   |     |         |  |   |         |  |  |   |   | 
|Total                                              |  | $                                                 | 980 |  |         | $ | 980 |         |  | $ |        |  |  | $ |  | 
|                                                   |  |                                                   |     |  |         |   |     |         |  |   |         |  |  |   |   | 

At June 30, 2010, the company had approximately $2.0 million of assets held for sale that were valued
on a non-recurring basis using level 3 inputs. These assets were sold in July 2010. For the six months ended December 31, 2010, no gains or losses resulting from the fair value measurement of financial assets were included in the companys
earnings.

The accounting guidance regarding fair value measurements permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different
measurement attributes for similar assets and liabilities. The company has elected not to measure any eligible items at fair value.



|18. | Accounting Standards Adopted in Fiscal 2011
|--- | -------------------------------------------

The company adopted the following FASB Accounting Standards Updates (ASU) during fiscal 2011:



| |  |  | ASU 2009-13, Revenue Recognition Topic 605)-Multiple-Deliverable Revenue Arrangements, which addresses the accounting for
multiple-deliverable arrangements to enable vendors to account for products or services (deliveries) separately rather than as a combined unit. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance expands disclosures related to a vendors multiple-deliverable revenue arrangements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ASU 2009-14, Software (Topic 985)-Certain Revenue Arrangements That Include Software Elements which changes the accounting model for
revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible products essential
functionality are excluded from the software revenue guidance in Subtopic 985-605, Software-Revenue Recognition. In addition, hardware components of a tangible product containing software components are always excluded from the software
revenue guidance.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ASU 2009-17, Consolidations (Topic 810)  Improvements to Financial Reporting by Enterprises Involved with Variable Interest
Entities which changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated and requires additional disclosures about involvement
with variable interest entities and changes in risk exposure related to such entities. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entitys purpose and
design and the reporting entitys ability to direct the activities of the other entity that most significantly impact the other entitys economic performance.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ASU 2010-29,  Business Combination (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinationswhich
clarifies that for business combinations that are material on an individual or aggregate basis, a public entity that presents comparative financial statements should disclose revenue and earnings of the combined entity as though the business
combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The ASU also expands the supplemental pro forma disclosures to include a description of the nature and
amounts of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The adoption of ASUs described above had no impact on the companys results of operations or financial position.



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Authentidate Holding Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)





|19. | Private Placement
|--- | -----------------

On
October 12, 2010, the company entered into a Securities Purchase Agreement (the Purchase Agreement) with selected institutional and accredited investors (the Investors) to sell and issue $5.0 million of units of its
securities in a private placement under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder (the Private Placement). In the aggregate, the company agreed to sell 1,250,000
units of securities, at a price of $4.00 per unit, with the units consisting of a total of 7,500,000 shares of common stock, 1,250,000 shares of Series C 15% convertible redeemable preferred stock (the Preferred Stock), and warrants to
purchase an additional 6,250,000 shares of common stock (the Warrants). Each individual unit consists of six shares of common stock, one share of preferred stock and five warrants. The transaction closed on October 13, 2010 and
the company received net proceeds from the Private Placement of approximately $4.46 million after the deduction of offering expenses of approximately $540,000.

In this transaction, the company issued a total of 1,250,000 shares of Preferred Stock. Each share of Preferred Stock has a stated value of $1.60 per share, and, subject to the rights of the
companys senior securities, has the following rights: (i) to receive dividends which accrue at the rate of 15% per annum payable in shares of common stock upon conversion or in cash upon redemption; (ii) effective upon
shareholder approval, will convert into shares of common stock determined by dividing the stated value, plus accrued and unpaid dividends, by the Conversion Price, which is initially $0.40; (iii) to receive a liquidation preference equal to the
sum of the stated value of each share of Preferred Stock, plus dividends; and (iv) unless converted, to be redeemed by the company 18 months from the date of issuance at a redemption price equal to the 102.5% of the stated value of the
Preferred Stock, plus any accrued but unpaid dividends. Conversion of the shares of Preferred Stock is subject to the approval of the companys stockholders in accordance with the Listing Rules of the Nasdaq Stock Market. If the
companys shareholders approve the conversion, the aggregate stated value of the shares of Preferred Stock will automatically convert into 5,000,000 shares of common stock.

Commencing on the six month anniversary of the closing, the Warrants will be exercisable for shares of the companys common stock at
an exercise price of $0.70 per share for a period of 54 months and will be exercisable for cash or by net exercise in the event that there is no effective registration statement covering the resale of the shares of common stock underlying the
Warrants. No Investor is permitted to exercise a Warrant, or part thereof, if, upon such exercise, the number of shares of common stock beneficially owned by the Investor would exceed 19.99% of the number of shares of common stock then issued and
outstanding, unless the companys stockholders have approved such issuance. The value of these warrants using the Black-Scholes option pricing model was approximately $2,853,000.

In connection with the Purchase Agreement, the company entered into a Registration Rights Agreement with the Investors. Pursuant to the
Registration Rights Agreement, the company agreed to file a registration statement with the Securities and Exchange Commission (the Commission) within 45 days from closing to register the resale of the shares of common stock to be issued
at closing and the shares of common stock underlying the Preferred Stock and the Warrants (collectively the Registrable Securities). The company also agreed to use its best efforts to have the registration statement declared effective as
promptly as possible after the filing thereof, but in any event within 90 days from the filing date.

This registration
statement was declared effective on December 9, 2010. In the event it ceases to remain continuously effective as required by the Registration Rights Agreement (each such event, a Registration Default), then the company has agreed to
pay each Investor as liquidated damages an amount equal to 1.0% of the purchase price paid by each such Investor with respect to any Registrable Securities then held and not registered pursuant to an effective registration statement, per 30-day
period or portion thereof during which the Registration Default remains uncured thereafter, subject to a limitation of 6% per Registration Default. In addition, the company agreed to keep the Registration Statement continuously effective
until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been sold and (ii) the date on which 100% of the Registrable Securities covered by such Registration Statement may be
sold without volume restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-Looking Statements and Factors That May Affect Future Results

Certain statements in this Form 10-Q, including information set forth under Item 2 Managements Discussion and Analysis of
Financial Condition and Results of Operations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act). We desire to avail ourselves of certain safe
harbor provisions of the Act and are therefore including this special note to enable us to do so. Forward-looking statements in this Form 10-Q or hereafter included in other publicly available documents filed with the Securities and Exchange
Commission, reports to our stockholders and other publicly available statements issued or released by us involving known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or
achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon our managements best estimates based upon current
conditions and the most recent results of operations. These risks include, but are not limited to risks associated with the market acceptance of our software and services, competition, pricing, technological changes, implementation of our business
plan, and other risks as discussed in our filings with the Securities and Exchange Commission, in particular our Annual Report on Form 10-K for the year ended June 30, 2010, all of which risk factors could adversely affect our business and the
accuracy of the forward-looking statements contained herein.

Overview

Authentidate Holding Corp. (Authentidate or the company) is a worldwide provider of secure health information exchange, workflow
management services and telehealth solutions. Authentidate and its subsidiaries provide software applications and web-based services that address a variety of business needs for our customers, including enabling healthcare organizations and other
enterprises to increase revenues, improve productivity, enhance patient care and reduce costs by eliminating paper and manual work steps from clinical, administrative and other processes and enhancing compliance with regulatory requirements. Our
web-based services are delivered as Software as a Service (SaaS) to our customers interfacing seamlessly with billing and document management systems. These solutions incorporate multiple features and security technologies such as rules based
electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient monitoring capabilities. Both web and fax-based communications are
integrated into automated, secure and trusted workflow solutions.

Our ExpressMD Solutions joint
venture with EncounterCare Solutions, Inc., a provider of technology and services to the home healthcare marketplace, provides in-home patient vital signs monitoring systems and services to improve care for patients with chronic illnesses and reduce
the cost of care by delivering results to their healthcare providers via the Internet. ExpressMD Solutions, combines EncounterCares Electronic House Call patient vital signs monitoring appliances with a web-based management and
monitoring software module based on Authentidates Inscrybe® Healthcare platform. The service enables
unattended measurements of patients vital signs and related health information and is designed to aid wellness and preventative care, and deliver better care to specific patient segments who require regular monitoring of medical conditions.
Healthcare providers can easily view each specific patients vital statistics and make adjustments to the patients care plans securely via the Internet. ExpressMD Solutions easy to use patient monitoring system is intended to
provide patients with increased peace of mind and improved condition outcomes through a combination of care plan schedule reminders and comprehensive disease management education on their in-home communication unit. The service provides intelligent
routing to alert on-duty caregivers whenever a patients vital signs are outside of the practitioners pre-set ranges. Healthcare providers and health insurers are also expected to benefit by having additional tools to improve patient
care, and reduce overall in-person and emergency room patient visits.

Authentidate currently operates its
business in the United States and Germany with technology and service offerings that address emerging growth opportunities based on the regulatory and legal requirements specific to each market. In the United States the business is engaged in the
development and sale of web-based services largely based on our Inscrybe® platform and related capabilities and
telehealth services through our ExpressMD Solutions joint venture. The company had offered its patent-pending content authentication technology in the form of the USPS Electronic Postmark® (USPS EPM®). However, the
companys contract with the United States Postal Service® (USPS®) for the use of the USPS EPM® brand was allowed to expire as of December 31, 2010, in accordance with its terms. The USPS and the company will endeavor to work together to ensure a smooth
transition from the USPS EPM brand, which includes a verification service for existing USPS EPMs for the required seven-year period. The company will continue to provide customers with uninterrupted content authentication and time and date stamping
services under the Authentidate brand as it transitions from the USPS brand. In Germany the business is engaged in the development and sale of software applications that provide electronic signature and time stamping capabilities for a variety of
corporate processes including electronic billing and archiving solutions and security technology offerings. Our web-based services and software applications are compliant with applicable digital signature rules and guidelines. We sell our web-based
services and software applications through a direct sales effort and reseller arrangements.



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##### Table of Contents

For a number of years, we have experienced net losses and negative cash flow from operating
activities. Our principal activities during this period have focused on developing new products and services, hiring management, refining our business strategies and repositioning our businesses for growth. Although we believe we are well positioned
for such growth, we expect to continue to generate net losses and negative cash flow for the foreseeable future as we seek to expand our potential markets and generate increased revenues. See Liquidity and Capital Resources. As described
in greater detail below, in October 2010 we completed a private placement of our securities with certain institutional and accredited investors from which we received net proceeds of approximately $4.46 million. The private placement was conducted
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated thereunder. We are using the proceeds derived from this transaction for working capital and general corporate purposes, including
supporting the rollout of our ExpressMD telehealth products and services.

We have continued to take steps
to refine our core service offerings, significantly expand our addressable markets, manage operating costs and position the company for long-term growth. In the United States we are focused on refining and marketing Inscrybe® Healthcare, an automated and trusted health information exchange and workflow management service targeting the needs
of enterprises in the healthcare market, and our ExpressMD telehealth products and services. Since receiving 510(k) market clearance from the FDA for the monitoring appliance in April 2009 we have been implementing our manufacturing and sales plans
for ExpressMD and have started to deploy units and services with customers. We believe our business will benefit from federal government healthcare reforms and trends in the U.S. healthcare industry to significantly reduce costs, shorten the length
of hospital stays, shift patient care towards wellness and preventative care programs and automate healthcare records and processes. Although we have taken steps to focus our business in these areas, our progress will be impacted by the timing of
customer contracts and implementations and the market acceptance of our products and services. Over this same period our business unit in Germany has continued to focus on growing acceptance for its electronic signature and time stamping products
and on further penetrating the German healthcare market with its security technology offerings.

Our current revenues consist
principally of transaction fees for web-based hosted software services, software license fees and maintenance charges. From our telehealth business we generate revenues from hardware sales and rentals, monthly monitoring services and maintenance
fees. Growth in our business is affected by a number of factors, including general economic and business conditions, and is characterized by long sales cycles. The timing of customer contracts, implementations and ramp-up to full utilization can
have a significant impact on results and we believe our results over a longer period of time provide better visibility into our performance.

We intend to continue our efforts to market our software applications, web-based services, telehealth solutions and related products in our target markets. We also intend to focus on identifying
additional applications and markets where our technology can address customer needs.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission. The preparation of our condensed consolidated financial statements and
related notes in accordance with generally accepted accounting principles requires us to make estimates, which include judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure
of contingent assets and liabilities. We have based our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates on a regular basis and make changes
accordingly. Actual results may differ from these estimates under different assumptions or conditions. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations
will be affected.

A critical accounting estimate is based on judgments and assumptions about matters that are uncertain at
the time the estimate is made. Different estimates that reasonably could have been used or changes in accounting estimates could materially impact our financial statements. We believe that the policies described below represent our critical
accounting policies, as they have the greatest potential impact on our financial statements. However, you should also review our Summary of Significant Accounting Policiesbeginning on page F-7 of Notes to the Consolidated Financial
Statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010.

Long-Lived Assets

Long-lived assets, including property and equipment, software development costs, patent costs, trademarks and licenses are reviewed for
impairment using an undiscounted cash flow approach whenever events or changes in circumstances such as significant changes in the business climate, changes in product offerings, or other circumstances indicate that the carrying amount may not be
recoverable.



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Software Development Costs

Software development and modification costs incurred subsequent to establishing technological feasibility are capitalized and amortized based on anticipated revenue for the related product with an annual
minimum charge equal to the straight-line amortization over the remaining economic life of the related products (generally three years). Amortization expense is included in depreciation and amortization expense.

Goodwill

Goodwill is
reviewed for impairment annually and whenever events such as significant changes in the business climate, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable. We perform our annual goodwill
impairment test at the end of each fiscal year using a discounted cash flow approach.

Revenue Recognition

Revenue is derived from transaction fees for web-based hosted software and related services software licenses, maintenance arrangements,
and post contract customer support services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and collectibility is reasonably assured. Multiple-element arrangements are
assessed to determine whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met: the delivered item has value to
the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered items in the arrangement; if the arrangement includes a general right of return relative to the delivered items, and delivery or
performance of the undelivered item is considered probable and substantially in our control. If these criteria are not met, then revenue is deferred until such criteria are met or until the period over which the last undelivered element is
delivered, which is typically the life of the contract agreement. If these criteria are met, we allocate total revenue among the elements based on the sales price of each element when sold separately which is referred to as vendor specific objective
evidence or VSOE.

Revenue from web-based hosted software and related services and post contract customer support services is
recognized when the related service is provided and, when required, accepted by the customer. Software license revenue is recognized when the criteria discussed above is met. Maintenance and hosting services revenue is recognized over the period in
which the service is performed. Revenue from multiple element arrangements that cannot be allocated to identifiable items is recognized ratably over the contract term which is generally one year.

Management Estimates

Preparing financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses. Examples include estimates of loss contingencies and product life cycles, assumptions such as elements comprising a software arrangement, including the distinction between upgrades/enhancements and new
products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences; and determining when investment or other impairments exist. We maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. We make estimates on the future recoverability of capitalized goodwill which is highly dependent on the future success of marketing and sales, we record a valuation allowance
against deferred tax assets when we believe it is more likely than not that such deferred tax assets will not be realized and we make assumptions in connection with the calculations of share-based compensation expense. Actual results and outcomes
may differ from managements estimates, judgments and assumptions. We have based our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances and we evaluate our estimates on a
regular basis and make changes accordingly. Historically, our estimates relative to our critical accounting estimates have not differed materially from actual results; however, actual results may differ from these estimates under different
conditions. If actual results differ from these estimates and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated
statement of operations, and in certain situations, could have a material adverse effect on liquidity and our financial condition.

Stock-Based Compensation

We apply the accounting guidance regarding stock compensation to account for employee and director stock option plans. Share-based
employee compensation expense is determined using the Black-Scholes option pricing model which values options based on the stock price at the grant date, the exercise price of the option, the expected life of the option, the estimated volatility,
expected dividend payments and the risk-free interest rate over the expected life of the options.



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The company computed the estimated fair values of all share-based compensation using the
Black-Scholes option pricing model and the assumptions set forth in the following table. The company based its estimate of the life of these options on historical averages over the past five years and estimates of expected future behavior. The
expected volatility was based on the companys historical stock volatility. The assumptions used in the companys Black-Scholes calculations for fiscal 2011 and 2010 are as follows:



|                 |  |                        |     |   |               |  |   |                  |  |  |                                            |   |  |  |    | 
|---------------- |  | ---------------------- | --- | - | ------------- |  | - | ---------------- |  |  | ------------------------------------------ | - |  |  | -- | 
|                 |  | Risk FreeInterest Rate |     |   | DividendYield |  |   | VolatilityFactor |  |  | WeightedAverageExpectedOption Life(Months) |  
|Fiscal year 2011 |  |                        | 1.8 | % |               |  | 0 | %                |  |  | 107                                        | % |  |  | 48 | 
|Fiscal year 2010 |  |                        | 2.5 | % |               |  | 0 | %                |  |  | 103                                        | % |  |  | 48 | 

The Black-Scholes
option-pricing model requires the input of highly subjective assumptions. Because the companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in managements opinion, the existing models may not provide a reliable single measure of the fair value of share-based compensation for employee stock options. Management will continue
to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation as circumstances change and additional data becomes available over time, which may result in changes to these assumptions and
methodologies. Such changes could materially impact the companys fair value determination.

Concentrations of Credit Risk

Financial instruments which subject us to concentrations of credit risk consist of cash and cash equivalents, marketable
securities and trade accounts receivable. To reduce credit risk, we place our cash, cash equivalents and investments with several high credit quality financial institutions and typically invest in AA or better rated investments. Our credit customers
are not concentrated in any specific industry or business. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated
financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.

Results of Operations

Three and six months ended December 31, 2010 compared to three and six months ended December 31, 2009

Revenues were $1,578,000 for the quarter ended December 31, 2010 compared to $1,528,000 for the prior year period. These results
reflect a decrease in revenues from our German operations due primarily to the timing of certain contract awards and project implementations and, to a lesser extent, a shift to more transaction-based software-as-a-service projects. This decrease
partially offset an increase of approximately 12% in U.S. revenues from increases in transaction volumes and new customer projects. Revenues for the six months ended December 31, 2010 were approximately $2,940,000 compared to $3,550,000 for the
prior year period reflecting the same trends as the quarter.

Cost of revenues increased to $766,000 for the quarter ended
December 31, 2010 compared to $676,000 for the same period in the prior year. This increase is due primarily to higher hardware costs for certain projects and higher maintenance and data center expenses. Cost of revenues for the six months
ended December 31, 2010 decreased to $1,358,000 compared to $1,546,000 for the prior year period reflecting lower hardware costs in the current year period.

Selling general and administrative (SG&A) expenses decreased to $1,998,000 for the quarter ended December 31, 2010 compared to $2,480,000 for the prior year period. The decrease reflects our cost
management activities for the period and the timing of audit and related expenses from period to period. SG&A expenses for the six months ended December 31, 2010 decreased to $4,031,000 compared to $5,058,000 for the prior year period
reflecting the same trends as the quarter.

Product development expenses were $396,000 for the quarter ended December 31,
2010 compared to $470,000 for the prior year period. Product development expenses fluctuate period to period based on the amounts capitalized. Total spending for the quarter, including capitalized amounts, was $396,000 compared to $512,000 for the
prior year reflecting our cost management activities. Product development expenses for the six months ended December 31, 2010 were $806,000 compared to $977,000 for the prior year period. Total spending for the period, including capitalized
amounts, was $807,000 compared to $1,056,000 for the prior year period reflecting the same trends as the quarter.

Depreciation and amortization expense was $293,000 compared to $273,000 for the prior year period. This change is due primarily to an
increase in amortization of capitalized software. For the six month period depreciation and amortization was $583,000 compared to $547,000 for the prior year period reflecting the same trends as the quarter.



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Goodwill impairment expense was $5,400,000 for the three and six month periods ended
December 31, 2010 compared to $0 for the prior year period. This non-cash charge relates to our German operations and resulted from an updated analysis of current operating results which were below forecast, reduced expectations for future
growth in revenues and cash flows compared to similar analyses conducted in the past, certain unsolicited market information regarding the business and uncertainty regarding the recovery of the market for comparable assets.

Interest and other income was $0 for the quarter ended December 31, 2010 compared to $85,000 for the prior year period due primarily
to the sale of non-core assets discussed below. For the six months ended December 31, 2010 interest and other income was $366,000 compared to $179,000 for the prior year period. This increase reflects a gain on the sale of certain non-core
assets in July 2010 of approximately $351,000 offset in part by lower interest and rental income for the period as a result of such sale. For the three and six month periods ended December 31, 2009 other expense included a non-cash expense of
$533,000 to amortize deferred financing costs related to a standby financing commitment discussed more fully in Note 16 of Notes to Condensed Consolidated Financial Statements which resulted in a net expense for the periods.

Net loss for the quarter ended December 31, 2010 was $7,275,000, or $0.16 per share, compared to $2,819,000, or $0.08 per share, for
the prior year period. The net loss for the period reflects higher U.S. revenues and lower expenses from our cost management activities, which were offset by the non-cash goodwill impairment charge discussed above and lower revenues from our German
operations. For the six months ended December 31, 2010 net loss was $8,872,000, or $0.22 per share, compared to $4,932,000, or $0.14 per share, for the prior year period. The net loss for the period primarily reflects the same trends as the
quarter and the gain on the sale of certain non-core assets discussed above.

Liquidity and Capital Resources

Overview

Our
operations and product development activities have required substantial capital investment to date. Our primary sources of funds have been the issuance of equity and the incurrence of third party debt. In February 2004, we sold 5,360,370 common
shares in private placements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506, promulgated thereunder and received net proceeds of approximately $69,100,000 after payment of offering expenses and broker commissions. The
proceeds received from this financing have been used to provide funding for our operations and product development activities. In addition, we completed a $3,400,000 registered direct offering of shares of common stock and warrants in December 2009
and received net proceeds of approximately $3,500,000 from this financing and the related warrant exercises. As described in greater detail in Notes 6 and 19, respectively, of the Notes to Condensed Consolidated Financial Statements in this
Quarterly Report on Form 10-Q, in July 2010 we completed the sale of certain non-core assets and received net proceeds of approximately $2,350,000 and on October 13, 2010, the company completed the sale of $5,000,000 of its securities to
institutional and accredited investors in a private placement transaction under Section 4(2) of the Securities Act of 1993, as amended, and Rule 506 of Regulation D, promulgated thereunder and received net proceeds of approximately $4,460,000
from this transaction. We are using the proceeds from these transactions for working capital and general corporate purposes, including supporting the rollout of our ExpressMD telehealth products and services.

Expenditures for property and equipment totaled approximately $18,000, expenditures for software licenses totaled approximately $6,000
and capitalized software development expenditures totaled approximately $1,000 for the six months ended December 31, 2010. We have developed and intend to continue to develop new applications to grow our business and address new markets.

During the quarter ended September 30, 2009 we filed with the SEC a registration statement on Form S-3 and a
pre-effective amendment to such registration statement under the Securities Act. The shelf registration, was declared effective by the SEC on September 30, 2009 and allows us to sell, from time to time in one or more public offerings, shares of
our common stock, shares of our preferred stock, debt securities or warrants to purchase common stock, preferred stock or debt securities, or any combination of such securities, for proceeds in the aggregate amount of up to $40 million. Following
the completion of our registered direct offering in December 2009, there is approximately $36 million available under this registration statement for future transactions, subject to SEC limitations. The terms of any such future offerings, if any,
and the type of equity or debt securities would be established at the time of the offering. This disclosure shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of these securities in
any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offer of the securities will be solely by means of the prospectus included in the
registration statement and one or more prospectus supplements that will be issued at the time of the offering.

Cash Flows

At December 31, 2010, cash, cash equivalents and marketable securities amounted to approximately $4,096,000 and
total assets at that date were $15,551,000. Since June 30, 2010 cash, cash equivalents and marketable securities increased approximately $2,584,000 from the sale of non-core assets and the issuance of company securities offset by cash used
principally to fund operating losses, product development activities, joint venture investments, changes in working capital and capital expenditures during the six months



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ended December 31, 2010. Cash used for the period includes investments in joint venture inventory and operations of approximately $697,000 and $309,000, respectively, and the prepayment of
certain insurance premiums and maintenance contracts. We expect to continue to use cash to fund operating losses, product development activities, joint venture investments and capital expenditures for the foreseeable future.

Net cash used by operating activities for the six months ended December 31, 2010 was approximately $4,159,000 compared to $5,158,000
for the prior year period. This change reflects our cost management activities offset in part by the joint venture investments and prepayments discussed above.

Net cash provided by investing activities, excluding purchases and sales of marketable securities, was $2,326,000 for the six months ended December 31, 2010 compared to a use of $106,000 for the
prior year period. This change is due primarily to net proceeds from the sale of non-core assets discussed above.

Net cash
provided by financing activities for the six months ended December 31, 2010 was approximately $4,402,000 compared to $2,863,000 for the prior year period. These amounts are due primarily to the private placement transaction in 2010 and the
registered direct offering in 2009 discussed above.

To date we have been largely dependent on our ability to sell additional
shares of our common stock or other securities to obtain financing to fund our operating deficits, product development activities, capital expenditures and joint venture activities. Under our current operating plan to grow our business, our ability
to improve operating cash flow has been highly dependent on the market acceptance of our offerings. As mentioned in the Overview Section, we believe that the company will benefit from the federal government healthcare reforms and industry trends
focused on automation and cost reduction. For the three and six months ended December 31, 2010, the company incurred a net loss of $7,275,000 and $8,872,000, respectively, including a non-cash goodwill impairment charge of $5,400,000. As of
December 31, 2010, cash, cash equivalents and marketable securities were $4,096,000, the company had working capital of $6,214,000, an accumulated deficit of $164,491,000 and total shareholders equity of $7,797,000. These conditions
indicate that the company may be unable to continue as a going concern. Based on our business plan and resources available at December 31, 2010, we believe that we have sufficient working capital to fund our operations for the next twelve
months. However, no assurances can be given that we will be able to attain sales levels and support our costs through revenues derived from operations. If cash flows from operations, however, are less than expected, we may need to reduce expenses or
seek additional capital. There can be no assurance that the company will be successful in raising additional capital, or securing financing if needed or on terms satisfactory to the company. Any inability to obtain required financing on sufficiently
favorable terms could have a material adverse effect on our business, results of operations and financial condition.

Our
future capital requirements may vary materially from those now planned. The amount of capital that we will need in the future will depend on many factors, including:



| |  |  | our relationships with suppliers and customers;
| | - |  | -----------------------------------------------



| |  |  | the market acceptance of our software, services and products;
| | - |  | -------------------------------------------------------------



| |  |  | the levels of promotion and advertising that will be required to launch our new offerings and achieve and maintain a competitive position in the
marketplace;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | price discounts on our software and services and other products to our customers;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | our pursuit of strategic transactions;
| | - |  | --------------------------------------



| |  |  | our business, product, capital expenditure and research and development plans and product and technology roadmaps;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | the level of accounts receivable and inventories, if any, that we maintain;
| | - |  | ---------------------------------------------------------------------------



| |  |  | capital improvements to new and existing facilities;
| | - |  | ----------------------------------------------------



| |  |  | technological advances; and
| | - |  | ---------------------------



| |  |  | our competitors response to our offerings.
| | - |  | -------------------------------------------

Other Matters

The events and contingencies described below have
impacted or may impact our liquidity and capital resources.

Presently, 28,000 shares of our Series B preferred stock,
originally issued in a private financing in October 1999, remain outstanding. As of October 1, 2004, our right to redeem these shares of Series B preferred stock is vested. Accordingly, we have the right to repurchase such shares at a
redemption price equal to $25.00 per share, plus accrued and unpaid dividends. The holder, however, has the right to convert these shares of preferred stock into an aggregate of 500,000 shares of our common stock at a conversion rate of $1.40. In
the event we elect to redeem these securities, the holder will be able to exercise its conversion right subsequent to the date that we issue a notice of redemption but prior to the deemed redemption date as would be set forth in such notice. As of
December 31, 2010, no shares of the Series B preferred stock have been redeemed.



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Between June and August 2005, several purported shareholder class and derivative actions
were filed against our company and certain current and former directors and former officers. The complaints and current status of these actions are described in detail under the caption Legal Proceedings, appearing in Item 1 of Part
II of this Quarterly Report on Form 10-Q. On December 23, 2010, the company and certain of its current and former directors and former officers entered into a settlement. As set forth more fully in the Stipulation of Settlement, if the
settlement is given final approval by the District Court, among other things: (i) all claims will be dismissed with prejudice and released; and (ii) a payment of $1.9 million will be made for the benefit of the settlement class, which will
be funded by the companys insurance carrier. On February 2, 2011, the District Court entered an order that preliminarily approved the Stipulation of Settlement; preliminarily certified a settlement class of all persons who purchased the
companys common stock between July 16, 2004 and May 27, 2005, inclusive; and scheduled a hearing for July 20, 2011 to determine whether to grant final approval of the settlement.

In connection with the private placement, we filed with the Secretary of State of Delaware a Certificate of Designations, Preferences and
Rights and Number of Shares of Series C 15% convertible redeemable preferred stock, or the Series C Designation. The Series C Designation provides for the mandatory redemption of all outstanding shares of Series C preferred stock upon their stated
maturity date, which is April 12, 2012, the 18 month anniversary of the original issue date, unless prior to such date, our shareholders approve the conversion of the shares of Series C preferred stock into shares of our common stock. If we are
required to redeem the shares of Series C preferred stock, we will be required to pay to the holders of the shares of Series C preferred stock a total redemption price equal to 102.5% of the stated value of the Series C shares, plus dividends, which
would be $2,500,000. In addition, if at the maturity date of the Series C preferred stock, any shares of our Series B preferred stock remain outstanding, we will be required to redeem all such outstanding shares of Series B preferred stock
immediately prior to the redemption of the Series C preferred stock. There are currently 28,000 shares of Series B preferred stock outstanding and the total redemption payment for the Series B preferred stock is equal to $700,000 plus any accrued,
but unpaid dividends thereon as of such redemption date. Accordingly, the redemption of these securities may have an adverse effect on our cash position.

Commitments

Office Lease Commitments

We entered into the lease agreement for our executive offices on July 11, 2005. The lease was for a term of ten years and four
months, with a commencement date of October 1, 2005 and covers approximately 19,700 total rentable square feet. The annual rent in the first year was $324,000 increasing to $512,000 in year 2 and increasing at regular intervals until year 10
when the annual rent was approximately $561,000. Effective February 1, 2010, we amended our lease to reduce the annual rent to approximately $512,000 for the remaining lease term and extended the lease term for one year through January 2017.
The lease also provides us with a one-time option to renew the lease for a term of five years at the then-current market rate. As part of the lease agreement, we had posted a letter of credit securing our lease payments which was reduced to
approximately $256,000.

The offices of our subsidiary Authentidate International, AG are located at Rethelstraße 47,
D-40237 Düsseldorf. We lease approximately 1,052 square meters at an annual rent of approximately 200,000 Euros pursuant to a lease agreement dated December 28, 2007. The lease is for a term of five years and two months commencing on
May 1, 2008 and provides us with options to renew the lease for two additional five year terms at the then-current market rate.

Contractual Commitments

A summary of the contractual commitments associated with our lease obligations as of December 31, 2010 is as follows (in thousands):



|                       |  |       |       |  |                 |   |     |           |  |   |           |  |  |                  |       |  |  |   |    | 
|---------------------- |  | ----- | ----- |  | --------------- | - | --- | --------- |  | - | --------- |  |  | ---------------- | ----- |  |  | - | -- | 
|                       |  | Total |       |  | Less than 1year |   |     | 1-3 years |  |   | 4-5 years |  |  | More than 5years |      
|                       |  |       |       | 
|Total operating leases |  | $     | 3,802 |  |                 | $ | 787 |           |  | $ | 1,948     |  |  | $                | 1,024 |  |  | $ | 43 | 
|                       |  |       |       |  |                 |   |     |           |  |   |           |  |  |                  |       |  |  |   |    | 

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating parts of our business that are not consolidated
into our financial statements. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of our capital
resources. We have entered into various agreements by which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification provisions are included in



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contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such
matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to dispute resolution procedures
specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not
possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any
payments under these agreements that have been material individually or in the aggregate. As of September 30, 2010, we were not aware of any obligations under such indemnification agreements that would require material payments.

Effects of Inflation and Changing Prices

The impact of general inflation on our operations has not been significant to date and we believe inflation will continue to have an insignificant impact on us.

Present Accounting Standards Not Yet Adopted

In December 2010 the FASB issued Accounting Standards Update (ASU) 2010-28 Intangibles  Goodwill and Other (Topic350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting
Units with Zero or Negative Carrying Amounts which modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the
goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative
factors indicating that an impairment may exist. For public entities ASU 2010-28 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. We are currently
evaluating the impact of this standard on our Consolidated Financial Statements.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We have approximately $980,000 invested in short-term investments as of December 31, 2010. We are not exposed to significant financial market risks from changes in foreign currency exchange rates and
are only minimally impacted by changes in interest rates. However, in the future, we may enter into transactions denominated in non-U.S. currencies or increase the level of our borrowings, which could increase our exposure to these market risks. We
have not used, and currently do not contemplate using, any derivative financial instruments.

Interest Rate Risk

At any time, fluctuations in interest rates could affect interest earnings on our cash and marketable securities. We believe that the
effect, if any, of reasonably possible near term changes in interest rates on our financial position, results of operations, and cash flows would not be material. Currently, we do not hedge these interest rate exposures. The primary objective of our
investment activities is to preserve capital. We have not used derivative financial instruments in our investment portfolio.

At December 31, 2010, our unrestricted cash and marketable securities totaled approximately $4,096,000, of which approximately
$980,000 was invested in money market investments. The remainder of our cash was in non-interest bearing checking accounts used to pay operating expenses. For more information on our investments see Note 5 of Notes to the Condensed Consolidated
Financial Statements included in this Quarterly Report on Form 10-Q.



|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

Our President and Chief Financial Officer, after evaluating the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, our disclosure
controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, including our President and Chief Financial Officer, does not expect that our disclosure controls and
procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.



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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company
have been detected. Our management, however, believes our disclosure controls and procedures are in fact effective to provide reasonable assurance that the objectives of the control system are met.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 2010 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II Other
Information



|Item 1. | Legal Proceedings
|------- | -----------------

Between June and August 2005, six purported shareholder class actions were filed in the United States District Court for the Southern
District of New York (the District Court) against our company and certain of our current and former directors and former officers. Plaintiffs in those actions alleged that defendants violated Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Sections 11 and 15 of the Securities Act of 1933. The securities law claims were based on the allegations that we failed to disclose that our August 2002 agreement with the USPS contained certain performance metrics, and
that the USPS could cancel the agreement if we did not meet these metrics; that we did not disclose complete and accurate information as to our performance under, and efforts to renegotiate, the USPS agreement; and that when we did disclose that the
USPS might cancel the agreement, the market price of our stock declined. On October 5, 2005 the Court consolidated the class actions under the caption In re Authentidate Holding Corp. Securities Litigation., C.A. No. 05 Civ. 5323
(LTS), and appointed the Illinois State Board of Investment as lead plaintiff under the Private Securities Litigation Reform Act. The plaintiff filed an amended consolidated complaint on January 3, 2006, which asserted the same claims as the
prior complaints and also alleged that Authentidate violated the federal securities laws by misrepresenting that it possessed certain patentable technology. On July 14, 2006, the District Court dismissed the amended complaint in its entirety;
certain claims were dismissed with prejudice and plaintiff was given leave to replead those claims which were not dismissed with prejudice. In August 2006, plaintiff filed a second amended complaint, which did not assert any claims relating to the
companys patents or under the Securities Act of 1933, but which otherwise was substantially similar to the prior complaint. The second amended complaint sought unspecified monetary damages. The company moved to dismiss the second amended
complaint on November 13, 2006. On March 26, 2009, the District Court dismissed, with prejudice, the second amended complaint. The lead plaintiff filed an appeal and a hearing in the case was held before the U.S. Court of Appeals for the
Second Circuit on February 3, 2010. On March 12, 2010, the U.S. Court of Appeals for the Second Circuit issued an order affirming in part and vacating and remanding in part the March 26, 2009 order of dismissal. On December 23,
2010, the company and certain of its current and former directors and former officers entered into a settlement. As set forth more fully in the Stipulation of Settlement, if the settlement is given final approval by the District Court, among other
things: (i) all claims will be dismissed with prejudice and release; and (ii) a payment of $1.9 million will be made for the benefit of the settlement class, which will be funded by the companys insurance carrier. On February 2,
2011, the District Court entered an order that preliminarily approved the Stipulation of Settlement; preliminarily certified a settlement class of all persons who purchased the companys common stock between July 16, 2004 and May 27,
2005, inclusive; and scheduled a hearing for July 20, 2011 to determine whether to grant final approval of the settlement.

In addition to the class action complaints, four purported shareholder derivative actions were filed against certain current and former
directors and former officers of the company in June and July 2005 in the S.D.N.Y. These federal court derivative actions were based on substantially the same events and allegations as the original class action complaints and asserted claims that
Authentidate was injured by an alleged breach of fiduciary duty, waste, mismanagement, violations of Sarbanes-Oxley, and misappropriation of inside information. The derivative complaints sought, among other things, damages, equitable relief,
restitution, and payment of costs and expenses incurred in the litigation (including legal fees). Plaintiffs in the derivative actions entered into a Court-approved stipulation providing for the consolidation of their actions and the selection of
Maxine Philips as the lead plaintiff. Plaintiffs filed a consolidated complaint on November 14, 2005, which defendants moved to dismiss on January 13, 2006 on the ground that plaintiffs had not made a proper demand on the Board of
Directors. On March 20, 2006, before the motion to dismiss was decided, plaintiffs in the federal court derivative action voluntarily dismissed their complaint without prejudice. On April 6, 2006, the court held a hearing to confirm, among
other things, that plaintiffs had not received any payment or other consideration for the dismissal of their claims. At the hearing plaintiffs agreed to file a motion seeking court approval for the dismissal. Plaintiffs filed this motion on
April 18, 2006 and the court entered an order dismissing the consolidated complaint on May 5, 2006. Subsequently, on May 25, 2006, the plaintiffs sent a letter to the Board of Directors demanding that it file a derivative suit on
behalf of the company which asserts the same claims as the complaint which plaintiffs voluntarily dismissed only weeks earlier.

On December 13, 2005, a purported shareholder derivative action was filed in the Supreme Court of New York, Schenectady County,
entitled Elkin v. Goldman et al., No. 2005-2240. Plaintiff in that action demanded that our Board of Directors file a derivative action on behalf of the company against nine of its current and former directors and former officers. The
complaint asserts the same



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claims that are alleged in the derivative actions in the S.D.N.Y. The Board of Directors, following a recommendation from a committee of the Board composed of outside, non-employee directors who
were advised by independent outside counsel, concluded that commencing litigation, as demanded by Elkin, is not in our best interest.

Management believes that these legal matters, individually or in aggregate, will not have a material adverse effect on our financial position, results of operations, or cash flows in as much as the
company believes its current liability insurance is adequate to cover all reasonably anticipated costs, settlements and judgments with respect to these proceedings. However, litigation such as described above, is subject to inherent uncertainties
and there can be no assurance that managements opinion of the anticipated effect of these matters will be correct or that it will not change in the future.

In addition, we are subject to other claims and litigation arising in the ordinary course of business. Our management considers that any liability from any reasonably foreseeable disposition of such other
claims and litigation, individually or in the aggregate, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows.



|Item 1A. | Risk Factors
|-------- | ------------

As
provided for under the Private Securities Litigation Reform Act of 1995, we wish to caution shareholders and investors that the following important factors, among others discussed throughout this Report on Form 10-Q and a restated description of the
risk factors associated with our business is set forth below. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our
Annual Report on Form 10-K for the year ended June 30, 2010. You should carefully consider the risks described below, together with all of the following risk factors and the other information included in this report, in considering our business
herein as well as the information included in other reports and prospects. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem
immaterial also may impair our business operations, financial condition and/or operating results. If any of the matters or events described in the following risks actually occurs, our business, financial condition or results of operations could be
harmed. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment due to any of these risks.

Risks Related to Our Business

Failure to increase our revenue and keep our expenses
consistent with revenues could prevent us from achieving and maintaining profitability.

We incurred net losses of
approximately $9,005,000, $9,367,000, and $15,811,000 for the fiscal years ended June 30, 2010, 2009 and 2008, respectively. We also had a net loss of approximately $8,872,000 for the six months ended December 31, 2010, including a
non-cash goodwill impairment charge of $5,400,000, and an accumulated deficit of approximately $164,491,000 at December 31, 2010. We have expended, and will continue to be required to expend, substantial funds to pursue product development
projects, enhance our marketing and sales efforts and to otherwise operate our business. Therefore, we will need to generate higher revenues to achieve and maintain profitability and cannot assure you that we will be profitable in any future period.
Our prospects should be considered in light of the difficulties frequently encountered in connection with the establishment of a new business line, which characterizes our business, such as the difficulty in creating a viable market, the significant
related development and marketing costs and the overall competitive environment in which we operate. This risk may be more acute in light of our disposition of our other operating segments. Accordingly, there can be no assurance that we will be able
to achieve profitable operations in future operating periods. Our business results are likely to remain uncertain as we are unable to reliably predict revenues from our current customers or our ability to derive revenues from our joint venture.
Revenue levels achieved from our customers, the mix of products and solutions that we offer, our ability to introduce new products as planned and our ability to reduce and manage our operating expenses will affect our financial results.
Consequently, we may not be profitable in any future period.

Our capital requirements have been significant and we may need to raise
additional capital to finance our operations.

Our capital requirements have been and will continue to be significant. We
have been substantially dependent upon private placements and registered offerings of our securities and on short-term and long-term loans from lending institutions to fund such requirements. We are expending significant amounts of capital to
develop, promote and market our software, services and products. Due to these expenditures, we have incurred significant losses to date. We used approximately $8,363,000, $7,910,000, and $14,903,000 in cash for continuing operating activities for
the fiscal years ended June 30, 2010, 2009 and 2008, respectively, and $4,159,000 for the six months ended December 31, 2010. Our available cash, cash equivalents and marketable securities as of December 31, 2010 totaled approximately
$4,096,000 . We expect our existing resources and revenues generated from operations to satisfy our working capital requirements for at least the next twelve months. No assurances can be given that we will be able to attain revenue levels and
support our costs through revenues derived from operations. If our available cash and projected revenue levels are not sufficient to sustain our operations, we will need to raise additional capital to fund operations and to meet our obligations in
the future. To meet our financing requirements, we may raise funds through public or private equity offerings, debt financings or strategic



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alliances. Raising additional funds by issuing equity or convertible debt securities may cause our stockholders to experience substantial dilution in their ownership interests and new investors
may have rights superior to the rights of our other stockholders. Raising additional funds through debt financing, if available, may involve covenants that restrict our business activities and options. There can be no assurance, however, that we
will be successful in raising additional capital or securing financing when needed or on terms satisfactory to the company. If we are unable to raise additional capital when required, or on acceptable terms, we will need to reduce costs and
operations substantially, which could have a material adverse effect on our business, financial condition and results of operations. Our future capital requirements will depend on, and could increase substantially as a result of many factors,
including:



| |  |  | our need to utilize a significant amount of cash to support research and development activities and to make incremental investments in our
organization;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to achieve targeted gross profit margins and cost management objectives;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | our ability to reach break-even or profitability;
| | - |  | -------------------------------------------------



| |  |  | the extent to which we consolidate our facilities and relocate employees and assets;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the success of our sales and marketing efforts;
| | - |  | -----------------------------------------------



| |  |  | the extent and terms of any development, marketing or other arrangements, including our joint venture; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | changes in economic, regulatory or competitive conditions, including the current financial crisis.
| | - |  | --------------------------------------------------------------------------------------------------

Our revenues may be affected by changes in technology spending levels.

In the past, unfavorable or uncertain macroeconomic conditions and reduced global technology spending rates have adversely affected the markets in which we operate. Current economic conditions and
uncertainty about the recovery could reduce the demand for our products and negatively impact revenues and operating profit. We are unable to predict changes in general macroeconomic conditions and when global spending rates will be affected.
Furthermore, even if spending rates increase, we cannot be certain that the market for our products and solutions will be positively impacted. If there are future reductions in either domestic or international spending rates, or if spending rates do
not increase, our revenues, operating results and financial condition may be adversely affected.

Ongoing uncertainty in the credit markets
and the financial services industry may negatively impact our business, results of operations, financial condition or liquidity.

For the past two years, the credit markets and the financial services industry have been experiencing a period of unprecedented turmoil and upheaval characterized by the bankruptcy, failure, collapse or
sale of various financial institutions and an unprecedented level of intervention from the United States federal government. While the ultimate outcome of these events cannot be predicted, they may have a material adverse effect on our liquidity and
financial condition if our ability to obtain financing for operations or obtain credit from trade creditors were to be impaired. In addition, the recent economic crisis could also adversely impact our customers ability to finance the purchase
of our products and solutions, which may negatively impact our business and results of operations.

Healthcare policy changes, including
recent laws to reform the U.S. healthcare system, may have a material adverse effect on us.

Healthcare costs have risen
significantly over the past decade. There have been, and continue to be, proposals by legislators, regulators, and third-party payors to keep these costs down. Certain proposals, if passed, could impose limitations on the prices we will be able to
charge for our products, or the amounts of reimbursement available for our products from governmental agencies or third-party payors. These limitations could have a material adverse effect on our financial position and results of operations.

On March 23, 2010, the Patient Protection and Affordable Care Act was signed into law and on March 30, 2010, the
Health Care and Education Reconciliation Act of 2010 was signed into law. Together, the two measures make the most sweeping and fundamental changes to the U.S. healthcare system since the creation of Medicare and Medicaid. The Health Care Reform
laws include a large number of health-related provisions to take effect over the next four years, including expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans,
establishing health insurance exchanges, requiring manufacturers to report payments or other transfers of value made to physicians and teaching hospitals, and modifying certain payment systems to encourage more cost-effective care and a reduction of
inefficiencies and waste, including through new tools to address fraud and abuse. Effective in 2013, there will be a 2.3% excise tax on the sale of certain medical devices.

In addition, various healthcare reform proposals have also emerged at the state level. We cannot predict the exact effect newly enacted laws or any future legislation or regulation will have on us.
However, the implementation of new legislation and regulation may lower reimbursements for our products, reduce medical procedure volumes and adversely affect our business, possibly materially. In addition, the enacted excise tax may materially and
adversely affect our operating expenses and results of operations.



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We may need to incur additional costs in our efforts to successfully commercialize the technology
supporting our content authentication service.

In July 2007, we entered into a new three-year license
agreement with the U.S. Postal Service® (USPS) to act as a non-exclusive authorized service provider of the USPS
Electronic Postmark® (EPM). Pursuant to this license agreement, the USPS granted the company a non-exclusive,
worldwide license to use its applicable trademarks and other intellectual property rights for the EPM service in order to enable us to offer the EPM service directly to the market. The USPS defined and maintained the technical and operational
standards for the EPM service, and served as backup verifier for all EPM transactions. Authentidate was the first provider to be authorized in a new standards-based EPM service model created by the USPS to help ensure performance standards and
facilitate the development of a multi-provider environment. We operated the EPM service on behalf of the USPS since March 2003, under a strategic alliance agreement that expired on July 31, 2007. This license agreement was effective as of
August 1, 2007 and had been extended through December 2010. However, the license agreement was allowed to expire as of December 31, 2010, in accordance with its terms. The USPS has notified the company that it hopes to develop a revised
framework for the next generation of the USPS EPM and may revamp the program in the future. The USPS and the company will endeavor to work together to ensure a smooth transition from the USPS EPM brand, which includes a verification service for
existing USPS EPMs for the required seven-year period. The company will continue to provide customers with uninterrupted content authentication and time and date stamping services utilizing its proprietary intellectual property rights under the
Authentidate brand. In addition, this transition will not impact the performance or capabilities of our other products and solutions, including our suite of Incsrybe® offerings and the telehealth services provided through Express MD Solutions. In light of these developments, we may need to incur additional costs in order to
commercialize this technology.

We depend on growth in the software as a service market, and lack of growth or contraction in this market
could materially adversely affect our sales and financial condition.

Our software and internet solutions compete with
other software as a service solutions. Demand for our solutions and software offerings is driven by several factors, including an increased focus on protecting business-critical applications, government and industry regulations requiring
data protection and integrity, and the growth in the market for software as a service. Segments of the computer and software industry have in the past experienced significant economic downturns and decreases in demand as a result of changing market
factors. A change in the market factors that are driving demand for offerings of software as a service could adversely affect our sales, profitability and financial condition.

We depend on third parties for the manufacture and distribution of our telehealth appliance, which may result in delays and quality-control issues.

We do not own or lease any manufacturing facilities. Accordingly, in order to market our telehealth solution, ExpressMD Solutions
purchases finished appliances from an unaffiliated supplier. In addition, our joint venture entity uses unaffiliated third parties to provide distribution services for this solution. If the agreements with these third parties are
terminated or if they do not perform their obligations under such agreements, it could take several months to establish and qualify alternative manufacturing and distribution partners for our products and we may not be able to fulfill our
customers orders in a timely manner. At the present time we believe that if existing third party relationships terminate, alternative providers are available on commercially reasonable terms. However, there can be no assurance that the future
production capacity of our current manufacturer will be sufficient to satisfy our requirements or that alternative providers of manufacturing or distribution services will be available on commercially reasonable terms, or at all. The failure to
identify suitable alternative manufacturers or distributors could adversely impact our customer relationships and our financial condition. In addition, due to our use of third-party manufacturers and distributors, we do not have control over the
timing of product shipments. Delays in shipment could result in the deferral or cancellation of purchases of our products, which would harm our results of operations in any particular quarter. Net revenue for a period may be lower than predicted if
large orders forecasted for that period are delayed or are not realized, which could impact cash flow or result in a decline in our stock price.

We have been named as a party to several class action and derivative action lawsuits, and we may be named in additional litigation, all of which could require significant management time and attention
and result in significant legal expenses. An unfavorable outcome in one or more of these lawsuits could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As described in detail in our periodic reports filed with the SEC, several purported class action complaints were filed in federal court
alleging our company and certain of our current and former directors and former officers violated the federal securities laws. Subsequently, four purported shareholder derivative actions were filed against certain of our current and former directors
and former officers based on allegations substantially similar to those set forth in the purported class actions. The expense of defending such litigation may be substantial and the time required to defend the actions could divert managements
attention from the day-to-day



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operations of our business, which could adversely affect our business, results of operations and cash flows. In addition, an unfavorable outcome in such litigation could have a material adverse
effect on our business, results of operations and cash flows. As previously reported in March 2009, the United States District Court for the Southern District of New York (the District Court) dismissed with prejudice the second amended
complaint that had been filed in a shareholder class action against the company and certain current and former directors and former officers. On March 16, 2010, we reported that the United States Court of Appeals for the Second Circuit issued
an order affirming in part and vacating and remanding in part the March 2009 decision of the District Court. On December 23, 2010, the company and certain of its current and former directors and former officers entered into a settlement. As set
forth more fully in the Stipulation of Settlement, if the settlement is given final approval by the District Court, among other things: (i) all claims will be dismissed with prejudice and release; and (ii) a payment of $1.9 million will be
made for the benefit of the settlement class, which will be funded by the companys insurance carrier. On February 2, 2011, the District Court entered an order that preliminarily approved the Stipulation of Settlement; preliminarily
certified a settlement class of all persons who purchased the companys common stock between July 16, 2004 and May 27, 2005, inclusive; and scheduled a hearing for July 20, 2011 to determine whether to grant final approval of the
settlement.

Our success is dependent on the performance of our management and the cooperation, performance and retention of our executive
officers and key employees.

Our business and operations are substantially dependent on the performance of our senior
management team and executive officers. If our management team is unable to perform it may adversely impact our results of operations and financial condition. We do not maintain key person life insurance on any of our executive officers.
The loss of one or several key employees could seriously harm our business. Any reorganization or reduction in the size of our employee base could harm our ability to attract and retain other valuable employees critical to the success of our
business.

If we lose key personnel or fail to integrate replacement personnel successfully, our ability to manage our business could be
impaired.

Our future success depends upon the continued service of our key management, technical, sales, finance, and
other critical personnel. Other than with respect to employment agreements that we entered into with our President, CFO and the President of our German operation, our key personnel do not have employment agreements and we cannot assure you that we
will be able to retain them. Key personnel have left our company in the past and there likely will be additional departures of key personnel from time to time in the future. The loss of any key employee could result in significant disruptions to our
operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial
reporting, and the results of our operations. In addition, hiring, training, and successfully integrating replacement sales and other personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful,
which could negatively impact future revenues.

If the carrying value of our long-lived assets is not recoverable, an impairment loss must
be recognized which would adversely affect our financial results.

We evaluate our long-lived assets, including property
and equipment, goodwill, acquired product rights, and other intangible assets, whenever events or circumstances occur which indicate that these assets might be impaired. Goodwill is evaluated annually for impairment at the end of each fiscal year,
regardless of events and circumstances. As of December 31, 2010, we had approximately $1,941,000 of goodwill principally from our acquisition of our German subsidiary, Authentidate International, AG. During the quarter ended December 31,
2010, we recorded a non-cash goodwill impairment charge related to this subsidiary of $5,400,000. We will continue to evaluate the recoverability of the carrying amount of our long-lived assets, and we may incur substantial impairment charges, which
could adversely affect our financial results.

We have incurred significant additional costs concerning our international operations and
may incur additional costs in the future.

We have incurred substantial costs in supporting the operation of our German
subsidiary, Authentidate International, AG. In June 2010, we renewed for one-year our employment agreement with Mr. Jan Wendenburg, the CEO of Authentidate International, pursuant to which he will receive a base salary of approximately 210,000
Euros. Further, for the fiscal years ended June 30, 2010, 2009 and 2008 and the six months ended December 31, 2010, we advanced or made capital investments of approximately $1,480,000 to this subsidiary. We cannot provide any assurance
that we will recoup any of these amounts from this subsidiary. We expect to incur additional costs in the future in connection with the operations of this subsidiary.



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Developing and implementing new or updated software and services and other product offerings may take
longer and cost more than expected.

We rely on a combination of internal development, strategic relationships, licensing
and acquisitions to develop our software and services. The cost of developing new software, services and other product offerings, such as Inscrybe Healthcare and related modules, and our telehealth offering is inherently difficult to estimate. Our
development and implementation of proposed software, services or other product offerings may take longer than originally expected, require greater investment of cash resources than initially expected, require more testing than originally anticipated
and require the acquisition of additional personnel and other resources. Accordingly, we expect to face substantial uncertainties with respect to the performance and market acceptance of new software and services and other product offerings. If we
are unable to develop new or updated software, services or other product offerings on a timely basis and implement them without significant disruptions to the existing systems and processes of our customers, we may lose potential revenues and harm
our relationships with current or potential customers.

The success of any of our product acquisition and licensing activities is subject
to uncertainty and any completed acquisitions or licenses may reduce our earnings, be difficult to integrate, not perform as expected or require us to obtain additional financing.

We regularly evaluate selective acquisitions and look to continue to enhance our product line by acquiring rights to additional products
and services. Such acquisitions may be carried out through the purchase of assets, joint ventures and licenses or by acquiring other companies. However, we cannot assure you that we will be able to complete acquisitions or in-licensing arrangements
that meet our target criteria on satisfactory terms, if at all. Successfully integrating a product or service acquisition or in-licensing arrangement can be a lengthy and complex process. The diversion of our managements attention and any
delays or difficulties encountered in connection with any of our acquisitions or arrangements could result in the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that could negatively affect our
ability to maintain relationships with customers, suppliers, employees and others with whom we have business dealings. In addition, other companies, including those with substantially greater resources than ours, may compete with us for the
acquisition of product or in-licensing candidates and approved products, resulting in the possibility that we devote resources to potential acquisitions or arrangements that are never completed. If we do engage in any such acquisition or
arrangement, we will incur a variety of costs, and we may never realize the anticipated benefits of the acquisition or arrangement in light of those costs. If we fail to realize the expected benefits from acquisitions or arrangements we may
consummate in the future, whether as a result of unidentified risks, integration difficulties, regulatory setbacks or other events, our business, results of operations and financial condition could be adversely affected.

In addition, our product acquisition and licensing activities may require us to obtain additional debt or equity financing, resulting in
increased debt obligations or dilution of ownership to our existing stockholders, as applicable. Therefore, we may not be able to finance acquisitions on terms satisfactory to us, if at all.

New or updated software, services and product offerings will not become profitable unless they achieve sufficient levels of market acceptance, which may require significant efforts and costs.

There can be no assurance that customers and potential customers will accept from us new or updated software, services
and other products. The future results of our business will depend, in significant part, on the success of our software, services or other product offerings. Current and potential customers may choose to use similar products and services offered by
our competitors or may not purchase new or updated software, services or products, especially when they are initially offered and if they require changes in equipment or workflow. For software, services and products we are developing or may develop
in the future, including through our Express MD joint venture, there can be no assurance that we will attract sufficient customers or that such offerings will generate sufficient revenues to cover their associated development, marketing and
maintenance costs. Furthermore, there can be no assurance that any pricing strategy that we implement for any new software and services or other product offerings will be economically viable or acceptable to the target markets. Failure to achieve
broad penetration in target markets with respect to new or updated software, services and product offerings could have a material adverse effect on our business prospects. Further, achieving market acceptance for new or updated software, services
and product offerings is likely to require substantial marketing efforts and expenditure of significant funds to create awareness and demand by potential customers.

We do not have patents on all the technology we use, which could harm our competitive position.

Presently, we have two issued U.S. patents. However, some of the technology embodied in some of our current products cannot be patented. We have registered the trademarks Authentidate,
Inscrybe, Inscrybe Office and CareCert in the U.S., the trademark Authentidate in Canada and the European Community, Inscrybe in the European Community and Canada, Inscrybe
Office, and a number of other trademarks as Madrid Protocol international registrations. We continue to take steps to protect our intellectual property rights including filing additional trademark and patent applications where appropriate. We
rely on confidentiality



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agreements with our key employees to the extent we deem it to be necessary. We further intend to file patent applications for any new products we may develop, to the extent that we believe that
any technology included in such products is patentable. There can be no assurance that any patents in fact, will be issued or that any such patents that do issue will be effective to protect our products and services from duplication by other
manufacturers or developers or to prevent our competitors from offering similar products and services.

Other companies
operating within our business segments may independently develop substantially equivalent proprietary information or otherwise obtain access to our know-how, much of which is maintained as trade secrets. In addition, there can be no assurance that
we will be able to afford the expense of any litigation which may be necessary to enforce our rights under any patent. Although we believe that the products we sell do not and will not infringe upon the patents or violate the proprietary rights of
others, it is possible that such infringement or violation has occurred or may occur. We have investigated patents held by third parties of which we are aware and believe that our products and services do not infringe on the claims of these patents.
Although we have not received notice of any other claims that our products or services are infringing, we cannot provide any assurances that our products and services do not infringe upon any third party patents, including the patents we have
investigated.

In the event that products we sell or services we provide are deemed to infringe upon the patents or
proprietary rights of others, we could be required to modify our products and/or services or obtain a license for the manufacture, use and/or sale of such products and services. There can be no assurance that, in such an event, we would be able to
do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect upon our business. Moreover, there can be no assurance that we will have the financial or
other resources necessary to defend against a patent infringement or proprietary rights violation action. In addition, if our products, services or proposed products or services are deemed to infringe upon the patents or proprietary rights of
others, we could, under certain circumstances, become liable for damages or subject to an injunction, which could also have a material adverse effect on our business.

Because we currently derive a majority of our revenues from a few software and service offerings, any decline in demand for these offerings could severely harm our ability to generate revenues.

We currently derive a majority of our revenues from a limited number of software and service offerings. In addition, our
focus on building our business is concentrated on markets for software and services where content integrity, workflow automation, electronic signatures, time and date stamping and web-based services are important to customers. As a result, we are
particularly vulnerable to fluctuations in demand for these offerings, whether as a result of competition, product obsolescence, technological change, customer spending, or other factors. If our revenues derived from our software and service
offerings were to decline significantly, our business and operating results would be adversely affected. Additionally, for the year ended June 30, 2010 we reported that one customer accounted for approximately 17% of our consolidated revenues.
As a result, if our relationships with these or other significant customers were disrupted we could lose a significant percentage of our anticipated revenues which could have material adverse effect on our business.

Some of our software and service offerings have long and unpredictable sales cycles, which may impact our quarterly operating results.

Transactions for some of our software and service offerings require customers to undertake customized installations to integrate the
solutions into their legacy systems and require them to modify existing business practices. The period from our initial contact with a potential customer until the execution of an agreement is difficult to predict and can be in excess of six months.
The sales cycles for these transactions can be long and unpredictable due to a number of uncertainties such as:



| |  |  | customers budgetary constraints;
| | - |  | ---------------------------------



| |  |  | the need to educate potential customers about our software and service offerings;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the timing of customers budget cycles;
| | - |  | ---------------------------------------



| |  |  | delays caused by customers internal review processes;
| | - |  | ------------------------------------------------------



| |  |  | customers willingness to invest resources and modify their network infrastructures to take advantage of our offerings; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | for sales to government customers, governmental regulatory approval and purchasing requirements.
| | - |  | ------------------------------------------------------------------------------------------------

We are unable to control or influence many of these factors. Further, we have experienced delays in the pace of adoption and use by our
customers of our transaction-based offerings, such as Inscrybe Healthcare, which has adversely affected our earnings. We may experience similar delays with our other products and services and products and services currently under development. During
the sales cycle and the implementation period, we may expend substantial time, effort and money preparing contract proposals, negotiating contracts and implementing solutions without receiving any related revenue. In addition, many of our expenses
are relatively fixed in the short term, including personnel costs and technology and infrastructure costs. Accordingly, our inability to generate sufficient revenues from these offerings has a direct impact on our results of operations.



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The failure to properly manage our growth could cause our business to lose money.

We are using our sales and marketing efforts in order to develop and pursue existing and potential market opportunities. This growth is
expected to place a significant demand on management and operational resources. In order to manage growth effectively, we must implement and improve our operational systems and controls on a timely basis. If we fail to implement these systems and
controls, our business, financial condition, results of operations and cash flows may be materially and adversely affected.

Our software
and web-based services and web site may be subject to intentional disruption.

Although we believe we have sufficient
controls in place to prevent intentional disruptions, such as software viruses specifically designed to impede the performance of our software and web-based services, we may be affected by such efforts in the future. Further, despite the
implementation of security measures, this infrastructure or other systems that we interface with, including the Internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor access, programming
errors, attacks by third parties or similar disruptive problems, resulting in the potential misappropriation of our proprietary information or interruptions of our services. Any compromise of our security, whether as a result of our own systems or
systems that they interface with, could substantially disrupt our operations, harm our reputation and reduce demand for our services.

Performance problems with our systems or system failures could cause us to lose business or incur liabilities.

Our customer satisfaction and our business could be harmed if we experience transmission delays or failures or loss of data in the
systems we use to provide services to our customers, including transaction-related services. These systems are complex and, despite testing and quality control, we cannot be certain that problems will not occur or that they will be detected and
corrected promptly if they do occur. In providing these services, we rely on internal systems as well as communications and hosting services provided by third parties, such as the Internet. To operate without interruption, both we and the service
providers we use must guard against:



| |  |  | damage from fire, power loss and other natural disasters;
| | - |  | ---------------------------------------------------------



| |  |  | communications failures;
| | - |  | ------------------------



| |  |  | software and hardware errors, failures or crashes;
| | - |  | --------------------------------------------------



| |  |  | security breaches, computer viruses and similar disruptive problems; and
| | - |  | ------------------------------------------------------------------------



| |  |  | other potential interruptions.
| | - |  | ------------------------------

We have experienced periodic system interruptions in the past, and we cannot guarantee that they will not occur again. In the event of a catastrophic event at one of our data centers or any third party
facility we use, we may experience an extended period of system unavailability, which could negatively impact our business. Further, if such an event caused the loss of stored data, it could have a material adverse impact on our business or cause us
to incur material liabilities. Although we maintain insurance for our business, we cannot guarantee that our insurance will be adequate to compensate us for all losses that may occur or that this coverage will continue to be available on acceptable
terms or in sufficient amounts.

In addition, some of our web-based services may, at times, be required to accommodate higher
than expected volumes of traffic. At those times, we may experience slower response times or system failures. Any sustained or repeated interruptions or disruptions in these systems or slow down in their response times could damage our relationships
with customers. Further, the Internet has experienced, and is likely to continue to experience, significant growth in the number of users and the amount of traffic. If the Internet continues to experience increased usage, the Internet infrastructure
may be unable to support the demands placed on it which could harm its reliability and performance. Any significant interruptions in our services or increases in response time could result in a loss of potential or existing users of services and, if
sustained or repeated, could reduce the attractiveness of our services.

We are subject to product liability risks associated with the
production, marketing and sale of products used in the healthcare industry.

The production, marketing and sale of devices
used in the health-care industry have inherent risks of liability in the event of product failure or claim of harm caused by product operation. Furthermore, even meritless claims of product liability may be costly to defend against. The
commercialization of the telehealth device exposes us to such claims. These types of product liability claims may result in decreased demand for this product, injury to our reputation, related litigation costs; and substantial monetary awards to
plaintiffs. Although we currently maintain product liability insurance, we may not have sufficient insurance coverage, and we may not be able to obtain sufficient coverage at a reasonable cost. Our inability to obtain product liability insurance at
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otherwise protect against potential product liability claims could inhibit the commercialization of any products that we develop. If we are sued for any injury caused by our products or
processes, then our liability could exceed our product liability insurance coverage and our total assets.

We need to comply with ongoing
regulatory requirements applicable to our telehealth product and our ability to generate revenue from this product is subject to our ability to obtain acceptable prices or an adequate level of reimbursement from payors of healthcare costs.

Our telehealth product is a medical device that is subject to extensive regulation in the United States. Unless an
exemption applies, each medical device that we wish to market in the United States must receive either 510(k) clearance or premarket approval from the U.S. Food and Drug Administration, or the FDA, before the product can be sold. Either process can
be lengthy and expensive. The FDAs 510(k) clearance procedure, also known as premarket notification, is the process we have used for our current telehealth product. The regulatory clearance for our telehealth product provides for
its use for its intended purposes. In addition, the manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion, distribution and record-keeping for approved products are subject to extensive regulation. If the FDA
determines that our promotional materials or activities constitute promotion of an unapproved use or we otherwise fail to comply with other FDA regulations, we may be subject to regulatory enforcement actions, including a warning letter, injunction,
seizure, civil fine, suspensions, loss of regulatory clearance, product recalls or product seizures. In the more egregious cases, criminal sanctions, civil penalties, or disgorgement of profits are possible. The subsequent discovery of previously
unknown problems may also result in restrictions on the marketing of our products, and could include voluntary or mandatory recall or withdrawal of products from the market. Further, we cannot predict the likelihood, nature or extent of adverse
government regulation that may arise from future legislation or administrative action. If we are not able to maintain regulatory compliance, we will not be permitted to market our products and our business would suffer.

In addition, our ability to commercialize our telehealth product successfully will depend in part on the extent to which appropriate
coverage and reimbursement levels for the cost of this product are obtained by us or by our direct customers from governmental authorities, private health insurers and other organizations. The ability of customers to obtain appropriate reimbursement
for their products and services from private and governmental payors is critical to the success of medical technology device companies as the availability of reimbursement affects which products customers purchase and the prices they are willing to
pay. The cost containment measures that healthcare payors and providers are instituting and the effect of any healthcare reform could materially and adversely affect our ability to generate revenues from this product and our profitability. In
addition, given ongoing federal and state government initiatives directed at lowering the total cost of healthcare, the United States Congress and state legislatures will likely continue to focus on healthcare reform and the reform of the Medicare
and Medicaid payment systems. While we cannot predict whether any proposed cost-containment measures will be adopted, the announcement or adoption of these proposals could reduce the price that we receive for our telehealth product in the future. We
cannot predict the outcomes of any of legislative or regulatory efforts at reducing costs of providing healthcare and regulatory changes in this regard may have a material adverse effect on our business.

If we are unable to generate sufficient demand for our current telehealth product, we may not be able to recover our inventory investments. Further,
modifications to our current telehealth product may require new marketing clearances or approvals or require us to cease marketing or recall the modified products until such clearances or approvals are obtained.

In connection with our manufacturing and sales plans for the ExpressMD Solutions telehealth service, we have purchased certain components
and contract manufacturing services for the production of the monitoring appliance. Our ability to recover our investment in building inventories of our current telehealth products is subject to risks. If we are unable to generate sufficient demand
for this product, we may not be able to recover our costs in acquiring these assets. In the event that this occurs, we may need to write-off a material portion of the value of these assets and our financial condition may be adversely affected. As of
December 31, 2010, total inventory was valued at approximately $4.8 million.

Further, any modification to an FDA-cleared
medical device that could significantly affect its safety or effectiveness, or that would constitute a major change or modification in its intended use, requires a new FDA 510(k) clearance or, possibly, a premarket approval. The FDA requires
every manufacturer to make its own determination as to whether a modification requires a new 510(k) clearance or premarket approval, but the FDA may review and disagree with any decision reached by the manufacturer. In the future, we may make
modifications to our telehealth products and, in appropriate circumstances, determine that new clearance or approval is unnecessary. Regulatory authorities may disagree with our decisions not to seek new clearance or approval and may require us to
obtain clearance or approval for modifications to our products. If that were to occur for a previously cleared or approved product, we may be required to cease marketing or recall the modified device until we obtain the necessary clearance or
approval. Under these circumstances, we may also be subject to significant regulatory fines or other penalties. If any of the foregoing were to occur, we may be unable to recover the cost of our investments in our telehealth business and our
financial condition and results of operations could be negatively impacted.



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If our suppliers for our telehealth product fails to comply with the FDAs Quality System
Regulation, or QSR, and other applicable postmarket requirements, our manufacturing operations could be disrupted, our product sales and profitability could suffer, and we may be subject to a wide variety of FDA enforcement actions.

After a device is placed on the market, numerous regulatory requirements apply. We are subject to inspection and marketing surveillance
by the FDA to determine our compliance with all regulatory requirements. Our failure to comply with applicable regulatory requirements could result in the FDA or a court instituting a wide variety of enforcement actions against us, including a
public warning letter; a recall of products; fines or civil penalties; seizure or detention of our products; withdrawing 510(k) clearance already granted to us; and criminal prosecution. The manufacturing processes of some of our suppliers must
comply with the FDAs Quality System Regulation, or QSR, which governs the methods used in, and the facilities and controls used for, the design, testing, manufacture, control, quality assurance, installation, servicing, labeling, packaging,
storage and shipping of medical devices. The FDA enforces the QSR through unannounced inspections. If one of our suppliers fails a QSR inspection, or if a corrective action plan adopted by a supplier is not sufficient, the FDA may bring an
enforcement action, and our operations could be disrupted and our manufacturing delayed. We are also subject to the FDAs general prohibition against promoting our products for unapproved or off-label uses, the FDAs adverse
event reporting requirements and the FDAs reporting requirements for field correction or product removals. The FDA has recently placed increased emphasis on its scrutiny of compliance with the QSR and these other postmarket requirements. If we
or one of our suppliers violate the FDAs requirements or fail to take adequate corrective action in response to any significant compliance issue raised by the FDA, the FDA can take various enforcement actions which could cause our product
sales and profitability to suffer.

Our software and services and other product offerings may not be accepted by the market, which would
seriously harm our business.

Demand and market acceptance for our currently available software and service and other
product offerings remain subject to a high level of uncertainty. Achieving widespread acceptance of these or future offerings will continue to require substantial marketing efforts and the expenditure of significant funds to create and maintain
brand recognition and customer demand for such offerings. Demand for our software, services and other product offerings depend on, among other things:



| |  |  | the perceived ability of our offerings to address real customer problems;
| | - |  | -------------------------------------------------------------------------



| |  |  | the perceived quality, price, ease-of-use and interoperability of our offerings as compared to our competitors offerings;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | the markets perception of the ease or difficulty in deploying our software or services, especially in complex network environments;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the continued evolution of electronic commerce as a viable means of conducting business;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | market acceptance and use of new technologies and standards;
| | - |  | ------------------------------------------------------------



| |  |  | the ability of network infrastructures to support an increasing number of users and services;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | the pace of technological change and our ability to keep up with these changes; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | general economic conditions, which influence how much money our customers and potential customers are willing to allocate to their information
technology budgets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

There can be no assurance that adequate marketing arrangements will be made and
continued for our software and services and there can be no assurance that any of these offerings will ever achieve or maintain widespread market acceptance or that such offerings will be profitable.

If we cannot continuously enhance our software and web-based service offerings in response to rapid changes in the market, our business will be
harmed.

The software-based services industry and computer industry are characterized by extensive research and
development efforts which result in the frequent introduction of new products and services which render existing products and services obsolete. Our ability to compete successfully in the future will depend in large part on our ability to maintain a
technically competent research and development staff and our ability to adapt to technological changes in the industry and enhance and improve our software and web-based service offerings and successfully develop and market new offerings that meet
the changing needs of our customers. Although we are dedicated to continued improvement of our offerings with a view towards satisfying market needs with the most advanced capabilities, there can be no assurance that we will be able to continue to
do so on a regular basis and remain competitive with products offered by other manufacturers. At the present time, we do not have a targeted level of expenditures for research and development. We will evaluate all opportunities but believe the
majority of our research and development will be devoted to enhancements of our existing software and web-based services.



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If our software and web-based service offerings are not competitive, our business will suffer.

We are engaged in the highly competitive businesses of developing software and web-based workflow management services and
telehealth solutions. These markets are continually evolving and, in some cases, subject to rapid technological change. Many of our competitors have greater financial, technical, product development, marketing and other resources than we do. These
organizations may be better known than we are and have more customers than we do. We cannot provide assurance that we will be able to compete successfully against these organizations. We believe that the principal competitive factors affecting our
markets include performance, ease of use, quality/reliability of our offerings, scalability, features and functionality, price and customer service and support. There can be no assurance that we will be able to successfully incorporate these factors
into our software and web-based services and compete against current or future competitors or that competitive pressure we face will not harm our business. If we are unable to develop and market products to compete with the products of competitors,
our business will be materially and adversely affected.

Our business, including Inscrybe Healthcare and our telehealth
appliance and service and our electronic signing solutions are relatively new business lines and although the level of competition for these offerings is uncertain at this point in time, the field of software-based solutions in which we compete is
highly competitive. There can be no assurances, however, that any of our offerings will achieve market acceptance.

We also
expect that competition will increase as a result of industry consolidations and the formation of new companies with new, innovative offerings. Current and potential competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their software and service offerings to address the needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among competitors may emerge and
rapidly acquire significant market share. Increased competition is likely to result in price reductions, reduced operating margins and loss of market share, any of which could harm our business.

Our software and web-based services are complex and are operated in a wide variety of computer configurations, which could result in errors or product
failures.

Our software and web-based services are complex and may contain undetected errors, failures or bugs that may
arise when they are first introduced or when new versions are released. These offerings may be used in large-scale computing environments with different operating systems, system management software and equipment and networking configurations, which
may cause errors or failures in our software or services or may expose undetected errors, failures or bugs in such offerings. Our customers computer environments are often characterized by a wide variety of configurations that make pre-release
testing for programming or compatibility errors difficult and time-consuming. Despite testing by us and by others, errors, failures or bugs may not be found in new products or releases after commencement of commercial use. Errors, failures or bugs
in our offerings could result in negative publicity, returns, loss of or delay in market acceptance of our software or services or claims by customers or others. Alleviating these problems could require significant expenditures of our capital and
resources and could cause interruptions, delays or cessation of our licenses which could cause us to lose existing or potential customers and would adversely affect our financial conditions, results of operations and cash flows. Most of our license
agreements with customers contain provisions designed to limit our exposure to potential product liability claims. It is possible, however, that these provisions may not prove effective in limiting our liability.

We have a significant amount of net operating loss carry forwards which we may not be able to utilize in certain circumstances or which may become
limited as a result of this offering.

At June 30, 2010, we had net operating loss, or NOL, carry forwards for
federal income tax purposes of approximately $126,000,000 available to offset future taxable income. Under Section 382 of the Internal Revenue Code, following an ownership change, special limitations apply to the use by a loss
corporation of its (i) NOL carry forwards arising before the ownership change and (ii) net unrealized built-in losses (if such losses existed immediately before the ownership change and exceed a statutory threshold amount) recognized
during the five years following the ownership change ((i) and (ii) are referred to collectively as the Applicable Tax Attributes). After an ownership change, the amount of the loss corporations taxable income for each
post-change taxable year that may be offset by the Applicable Tax Attributes is limited to the product of the long-term tax-exempt rate (published by the IRS for the month of the ownership change) multiplied by the value of the loss
corporations stock (the Section 382 Limitation). To the extent that the loss corporations Section 382 Limitation in a given taxable year exceeds its taxable income for the year, that excess increases the Section 382
Limitation in future taxable years.

Risks Related to Our Common Stock

Our stock price is volatile and could decline.

The price of our common
stock has been, and is likely to continue to be, volatile. Our stock price during the fiscal year ended June 30, 2010 traded as low as $0.38 per share and as high as $1.81 per share and during the six months ended December 31, 2010,



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our common stock traded within a range of $0.38 to $0.86. We cannot assure you that your initial investment in our common stock will not fluctuate significantly. The market price of our common
stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:



| |  |  | quarterly variations in our operating results;
| | - |  | ----------------------------------------------



| |  |  | announcements we make regarding significant contracts, acquisitions, dispositions, strategic partnerships, or joint ventures;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | the introduction of competitive offerings by existing or new competitors;
| | - |  | -------------------------------------------------------------------------



| |  |  | uncertainty about and customer confidence in the current economic conditions and outlook;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | reduced demand for any given software or web-based service offering; and
| | - |  | ------------------------------------------------------------------------



| |  |  | sales of our common stock.
| | - |  | --------------------------

In addition, the stock market in general, including companies whose stock is listed on The NASDAQ Capital Market, have experienced extreme price and volume fluctuations that have often been
disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance.

Since we have not paid dividends on our common stock, you may not receive income from this investment.

We have not paid any dividends on our common stock since our inception and do not contemplate or anticipate paying any dividends on our
common stock in the foreseeable future. Earnings, if any, will be used to finance the development and expansion of our business.

Trading
in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices.

The average daily trading volume in our common stock for the twelve months ended December 31, 2010 was approximately 93,000 shares. If limited trading in our stock continues, it may be difficult for
investors to sell their shares in the public market at any given time at prevailing prices. Moreover, the market price for shares of our common stock may be made more volatile because of the relatively low volume of trading in our common stock. When
trading volume is low, significant price movement can be caused by the trading in a relatively small number of shares. Volatility in our common stock could cause stockholders to incur substantial losses.

Authentidate is currently not in compliance with The NASDAQ Capital Market $1.00 minimum bid price requirement and failure to regain and maintain
compliance with this standard could result in delisting and adversely affect the market price and liquidity of our common stock.

Our common stock is currently traded on The NASDAQ Capital Market under the symbol ADAT. If we fail to meet any of the continued listing standards of The NASDAQ Capital Market, our common
stock will be delisted from The NASDAQ Capital Market. These continued listing standards include specifically enumerated criteria, such as a $1.00 minimum closing bid price. On May 26, 2010, we received a letter from The NASDAQ Stock Market
(NASDAQ) advising that the company did not meet the minimum $1.00 per share bid price requirement for continued inclusion on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Listing Rule 5550(a)(2). The letter stated that the
company had until November 22, 2010 to regain compliance. If the company does not regain compliance during this period it will be eligible for an additional 180 calendar days to comply with the minimum bid price requirement, provided that it
meets the applicable listing criteria. On November 23, 2010, we received notice from NASDAQ stating that it had granted the company an additional 180 days to regain compliance with its $1.00 minimum bid price requirement under NASDAQ Listing
Rule 5550(a)(2). In its November 23, 2010 notification, NASDAQ stated that although we had not regained compliance with the listing rule, we were eligible for the second grace period since we satisfied the other applicable requirements for
continued listing on the NASDAQ Capital Market. We may achieve compliance during the additional 180-day period if the closing bid price of our common stock is at least a $1.00 per share for a minimum of 10 consecutive business days before
May 23, 2011. This notification has no immediate effect on our listing on the NASDAQ Capital Market or on the trading of our common stock. If we do not regain compliance during the second compliance period, NASDAQ will provide written notice
that our common stock is subject to delisting from The NASDAQ Capital Market. In that event, we may appeal such determination to a hearings panel. There can be no guarantee that we will be able to regain compliance with the listing rule. Further,
this deficiency notice relates exclusively to our bid price deficiency. We may be delisted during the applicable grace periods for failure to maintain compliance with any other listing requirement which may occur.



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If our common stock were to be delisted from The NASDAQ Capital Market, trading of our
common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Bulletin Board. Such trading will reduce the market liquidity of our common stock. As a
result, an investor would find it more difficult to dispose of, or obtain accurate quotations for the price of, our common stock. If our common stock is delisted from The NASDAQ Capital Market and the trading price remains below $5.00 per share,
trading in our common stock might also become subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a
penny stock (generally, any equity security not listed on a national securities exchange or quoted on Nasdaq that has a market price of less than $5.00 per share, subject to certain exceptions). Many brokerage firms are reluctant to
recommend low-priced stocks to their clients. Moreover, various regulations and policies restrict the ability of shareholders to borrow against or margin low-priced stocks, and declines in the stock price below certain levels may trigger
unexpected margin calls. Additionally, because brokers commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher priced stocks, the current price of the common stock can result in an
individual shareholder paying transaction costs that represent a higher percentage of total share value than would be the case if our share price were higher. This factor may also limit the willingness of institutions to purchase our common stock.
Finally, the additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from facilitating trades in our common stock, which could severely limit the market liquidity of the stock and the ability of investors
to trade our common stock.

Additional financings could result in dilution to existing stockholders and otherwise adversely impact the
rights of our common stockholders.

Additional financings that we may require in the future will dilute the percentage
ownership interests of our stockholders and may adversely affect our earnings and net book value per share. In addition, we may not be able to secure any such additional financing on terms acceptable to us, if at all. We have the authority to issue
additional shares of common stock and preferred stock, as well as additional classes or series of warrants or debt obligations which may be convertible into any one or more classes or series of ownership interests. We are authorized to issue
75 million shares of common stock and 5 million shares of preferred stock. Subject to compliance with the requirements of the NASDAQ Stock Market, such securities may be issued without the approval or other consent of our stockholders.

We filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission in August 2009,
which was declared effective by the Commission on September 30, 2009. Under this registration statement, we may sell, from time to time in one or more public offerings, shares of our common stock, shares of our preferred stock, debt securities
or warrants to purchase common stock, preferred stock or debt securities, or any combination of such securities. After giving effect to our registered direct offering completed in December 2009, there is approximately $36 million available for
future issuances under this registration statement, subject to SEC limitations. This disclosure shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there by any sale of these securities in any
jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offer of the securities will be solely by means of the prospectus included in the
registration statement and one or more prospectus supplements that will be issued at the time of the offering.

In the event
that any future financing should be in the form of, be convertible into or exchangeable for, equity securities, and upon the conversion or exercise of such securities, investors may experience additional dilution. Moreover, we may issue undesignated
shares of preferred stock, the terms of which may be fixed by our Board of Directors and which terms may be preferential to the interests of our common stockholders. We have issued preferred stock in the past, and our Board of Directors has the
authority, without stockholder approval, to create and issue one or more additional series of such preferred stock and to determine the voting, dividend and other rights of holders of such preferred stock. Any debt financing, if available, may
involve restrictive covenants that impact our ability to conduct our business. The issuance of any of such series of preferred stock or debt securities may have an adverse effect on the holders of common stock.

If we are required to redeem the shares of our Series C Preferred Stock, our financial condition may be adversely affected.

In connection with our recent private placement, we filed with the Secretary of State of Delaware a Certificate of Designations,
Preferences and Rights and Number of Shares of Series C 15% convertible redeemable preferred stock, or the Series C Designation. The Series C Designation provides for the mandatory redemption of all outstanding shares of Series C preferred stock
upon their stated maturity date, which is the 18 month anniversary of the original issue date, unless prior to such date, our shareholders approve the conversion of the shares of Series C preferred stock into shares of our common stock. If we are
required to redeem the shares of Series C preferred stock, we will be required to pay to the holders of the shares of Series C preferred stock a total redemption price equal to 102.5% of the stated value of the Series C shares, plus dividends, which
would be $2,500,000. In addition, if at the maturity date of the Series C preferred stock, any shares of our Series B preferred stock remain outstanding, we will be required to redeem all such outstanding shares of Series B preferred stock
immediately prior to the redemption of the Series C preferred stock. There are



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currently 28,000 shares of Series B preferred stock outstanding and the total redemption payment for the Series B preferred stock is equal to $700,000 plus any accrued, but unpaid dividends
thereon as of such redemption date. Accordingly, the redemption of these securities may have an adverse effect on our cash position.

The
number of shares of our common stock outstanding has increased substantially as a result of our private placement, and the exercise or conversion of the warrants and shares of preferred stock issued in this private placement could result in further
dilution to holders of our common stock. Certain purchasers in this private placement beneficially own significant blocks of our common stock. Upon registration under the Securities Act of 1933, as amended, or the Securities Act, these shares will
be generally available for resale in the public market.

Upon the closing of our private placement on October 13,
2010, we issued to a group of institutional and other accredited investors a total of 7,500,000 shares of our common stock, plus 1,250,000 shares of Series C preferred stock, which are convertible into an maximum of 6,125,000 shares of common stock
at the initial conversion price of $0.40 (including all shares issuable in lieu of cash dividends for the 18 month term) and common stock warrants to purchase a total of 6,250,000 additional shares of common stock. The issuance of these securities
resulted in substantial dilution to stockholders who held our common stock prior to the private placement. Further, the conversion of the shares of Series C preferred stock and exercise of warrants issued in this private placement may result in
further dilution to the holders of our common stock. As of February 7, 2011, the number of shares issued to the purchasers in the private placement represents approximately 16.3% of our outstanding common stock, without giving effect to the
conversion of the shares of Series C preferred stock or the exercise of the common stock warrants. The conversion of the shares of Series C preferred stock is subject to the approval of our stockholders in accordance with applicable Nasdaq
requirements and under the purchase agreement with the investors, we are obligated to seek shareholder approval for the conversion of the shares of Series C preferred stock. As a result, these stockholders, if acting together, may have significant
influence over the outcome of any stockholder vote, other than any proposal to approve the conversion of such shares, including the election of directors and other significant business matters that require stockholder approval. Such other
significant business matters could include, for example, the approval of mergers or other business combination transactions.

Under the registration rights agreement entered into in connection with the private placement, we filed a registration statement with the
Securities and Exchange Commission, or the SEC, covering the resale of the 7,500,000 shares of common stock issued in the private placement, the 6,125,000 shares of common stock underlying the shares of Series C preferred stock and the 6,250,000
shares of common stock issuable upon exercise of the warrants and, these shares are available for immediate resale in the public market, subject to the stockholder approval requirement discussed above. The market price of our common stock could fall
due to an increase in the number of shares available for sale in the public market.

The exercise of our outstanding options and warrants,
or conversion of our outstanding shares of convertible preferred stock, may depress our stock price and dilute your ownership of the company.

As of December 31, 2010, the following options and warrants were outstanding:



| |  |  | Stock options to purchase 3,978,000 shares of common stock at exercise prices ranging from $0.39 to $6.61 per share, not all of which are immediately
exercisable. The weighted average exercise price of the outstanding stock options is $2.99 per share. These stock options are employee and non-executive director options.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Warrants to purchase 7,070,000 shares of common stock with a weighted average exercise price of $0.73 per share, inclusive of the warrants issued in
our recent private placement.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stock options to purchase 375,000 shares of common stock at an exercise price of $3.25 per share to an independent consultant which are exercisable
upon achieving certain sales levels.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, there are currently outstanding 28,000 shares of our
Series B convertible preferred stock, 1,250,000 shares of our Series C preferred stock and additional warrants to purchase 6,250,000 shares of our common stock excercisable a price of $0.70 per share. The holder of the Series B convertible preferred
stock may convert these shares into shares of our common stock at a conversion price equal to $1.40 per share. Accordingly, the outstanding 28,000 shares of Series B convertible preferred stock are presently convertible into an aggregate of 500,000
shares of our common stock, which will be available for immediate resale in accordance with the provisions of Rule 144 under the Securities Act. Further, as described above, the shares of Series C preferred stock (and all accrued dividends thereon)
will convert into a maximum of 6,125,000 shares of our common stock at an initial conversion price of $0.40, effective upon the approval of our stockholders. If our stockholders approve the conversion of the shares of Series C preferred stock, then
all shares of Series C preferred stock will automatically convert into shares of our common stock.

To the extent that these
securities are exercised or converted, dilution to our shareholders will occur. Moreover, the terms upon which we will be able to obtain additional equity capital may be adversely affected, since the holders of these securities can be expected to
exercise or convert them at a time when we would, in all likelihood, be able to obtain any needed capital on terms more



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favorable to us than the exercise and conversion terms provided by those securities. Further, in the event the conversion price of our outstanding shares of convertible preferred stock is lower
than the actual trading price on the day of conversion, the holders could immediately sell their converted common shares, which would have a dilutive effect on the value of the outstanding common shares. Furthermore, the significant downward
pressure on the trading price of our common stock as preferred stock holders converted these securities and sell the common shares received on conversion could encourage short sales by the holders of preferred stock or other shareholders. This would
place further downward pressure on the trading price of our common stock. Even the mere perception of eventual sales of common shares issued on the conversion of the shares of preferred stock could lead to a decline in the trading price of our
common stock.

Provisions in our charter documents and Delaware law could discourage or prevent a takeover, even if an acquisition would be
beneficial to our stockholders.

Provisions of our certificate of incorporation and bylaws, as well as provisions of
Delaware law, could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. These provisions include:



| |  |  | authorizing the issuance of blank check preferred that could be issued by our Board of Directors to increase the number of outstanding
shares and thwart a takeover attempt;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prohibiting cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director
candidates; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | advance notice provisions in connection with stockholder proposals that may prevent or hinder any attempt by our stockholders to bring business to be
considered by our stockholders at a meeting or replace our Board of Directors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Together these provisions
may delay, deter or prevent a change in control of us, adversely affecting the market price of our common stock.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



| | a) | Sales of Unregistered Securities
| | -- | --------------------------------

Except as previously reported and as described elsewhere in this Quarterly Report on Form 10-Q, we did not sell unregistered securities during the quarter ended December 31, 2010.

During the quarter ended December 31, 2010, we issued an aggregate of 35,317 shares of our common stock to those of our
non-executive directors that elected to receive shares of common stock in lieu of a portion of the cash fees earned for their service as members of our Board of Directors pursuant to our 2001 Non-Executive Director Stock Option Plan, as amended.
Such shares were issued for service on our board during the quarter ended September 30, 2010. These shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

In February 2011, we issued an aggregate of 48,612 shares of our common stock to those of our non-executive directors that
elected to receive shares of common stock in lieu of a portion of the cash fees earned for their service as members of our Board of Directors pursuant to our 2001 Non-Executive Director Stock Option Plan, as amended. Such shares were issued for
service on our board during the quarter ended December 31, 2010. These shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.



| | b) | Not applicable
| | -- | --------------



| | c) | Repurchase of Equity Securities
| | -- | -------------------------------

We did not repurchase any of our equity securities during the three months ended December 31, 2010.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Removed and Reserved
|------- | --------------------

None.



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|Item 5. | Other Information
|------- | -----------------

On
February 4, 2011, we entered into agreements with each of our president and chief financial officer in order to continue the compensation modification program implemented in February 2010. Pursuant to these agreements, both officers agreed to
continue the reduction in their base salary to 85% of their original base salary until such time as the company achieves cash flow breakeven as measured through the fiscal quarter ending September 30, 2012. Pursuant to these
continuation agreements, the term cash flow breakeven was modified from the definition adopted when we originally implement this program and is now defined to mean that the company has achieved positive cash flow from operations for two
consecutive fiscal quarters ending no later than the end of the fiscal quarter ending September 30, 2012, determined by reference to the revenues and other amounts received by the company from its operations. The term cash flow from
operations, however, shall not include (a) amounts received from the sale, lease or disposition of (i) fixed or capital assets, except for amounts received in the ordinary course of business; or (ii) any subsidiary company;
(b) capital expenditures; (c) interest income and expense; and (d) other non-operating items as determined in accordance with generally accepted accounting principles in the United States as consistently applied during the periods
involved. In consideration for these agreements, we granted these officers options to purchase such number of shares of common stock as is equal to 15% of their base salary. Accordingly, we granted our president 43,500 options and granted our chief
financial officer 39,000 options. The options were granted under the companys 2010 Employee Stock Option Plan, are exercisable for a period of 10 years at a per share exercise price of $0.44 and shall only vest and become exercisable upon
either the date determined that the company achieves cash flow breakeven, as defined above, or in the event of a termination of employment either without cause or for good reason, as such terms were defined in the employment
agreements we previously entered with each such officer.

Further, in connection with the continuation of the above-referenced
compensation modification program, all other employees of the company were granted options to purchase shares of common stock under the companys 2010 Employee Stock Option Plan in consideration for the continued salary reduction. Under this
program, the company reduced the salaries of non-executive employees earning $110,000 per annum or less by 10% and reduced the salaries of its other non-executive employees by 15% and in consideration for such modification, awarded these employees
options to purchase such number of shares of common stock as is equal to the foregone salary as measured over a one-year period. Accordingly, we granted our non-executive employees a total of 391,050 options. Under this program, employees base
salary will revert to its prior level upon the companys achievement of cash flow breakeven, as defined above, or if otherwise specified by the Board of Directors to be earlier. The options awarded to non-executive employees will vest on the
date that the company achieves cash flow breakeven, as defined above, and shall have the same exercise price and expiration date as the options granted to our executives.

In addition, in connection with the foregoing, we also amended the vesting for the options granted in February 2010 to our employees, including executive officers, when we first implemented the
compensation modification program. The amendment provides that the measurement period to determine whether the vesting criteria of achieving cash flow from operations has been satisfied shall expire at the end of the fiscal quarter
ending September 30, 2012.



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------

The following
exhibits are filed herewith or incorporated by reference. A management contract or compensation plan or arrangement is indicated with (*).



|              |  |                                                                                                                                                                 |  |                           |  |          |  |         |  |              
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | -------- |  | ------- |  | -------------
|              |  |                                                                                                                                                                 |  | Incorporated by Reference |  |         
|ExhibitNumber |  | Exhibit Description                                                                                                                                             |  | Form                      |  | Dated    |  | Exhibit |  | FiledHerewith
|              |  |                                                                                                                                                                 |  |                           | 
|4.1           |  | Form of Warrant issued in private placement                                                                                                                     |  | 8-K                       |  | 10/14/10 |  | 4.1     |  |              
|              |  |                                                                                                                                                                 |  |                           | 
|4.2           |  | Certificate of Designations, Preferences and Rights and Number of Shares of Series C 15% Convertible Redeemable Preferred Stock                                 |  | 8-K                       |  | 10/14/10 |  | 4.2     |  |              
|              |  |                                                                                                                                                                 |  |                           | 
|10.1          |  | Purchase Agreement between Authentidate Holding Corp. and Star Advisors LLC                                                                                     |  | 10-K                      |  | 10/13/10 |  | 10.24   |  |              
|              |  |                                                                                                                                                                 |  |                           | 
|10.2          |  | Form of Securities Purchase Agreement dated as of October 12, 2010 by and among Authentidate Holding Corp. and the Investors named therein                      |  | 8-K                       |  | 10/14/10 |  | 10.1    |  |              
|              |  |                                                                                                                                                                 |  |                           | 
|10.3          |  | Form of Registration Rights Agreement dated as of October 12, 2010 by and among Authentidate Holding Corp. and the Investors named therein                      |  | 8-K                       |  | 10/14/10 |  | 10.2    |  |              
|              |  |                                                                                                                                                                 |  |                           | 
|10.4          |  | Stipulation of Settlement                                                                                                                                       |  |                           |  |          |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|10.5          |  | Compensation Modification Agreement with OConnell Benjamin*                                                                                                    |  |                           |  |          |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|10.6          |  | Compensation Modification Agreement with William Marshall*                                                                                                      |  |                           |  |          |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|31.1          |  | Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                            |  |                           |  |          |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                              |  |                           |  |          |  |         |  | X            
|              |  |                                                                                                                                                                 |  |                           | 
|32.1          |  | Certification of President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |                           |  |          |  |         |  | X            



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                  |  |  |  |                                    
|----------------- |  |  |  | -----------------------------------
|                  |  |  |  | AUTHENTIDATE HOLDING CORP.         
|                  |  | 
|February 10, 2011 |  |  |  | /s/ OConnell Benjamin             
|Date              |  |  |  | OConnell Benjamin                 
|                  |  |  |  | President                          
|                  |  | 
|                  |  |  |  | /s/ William A. Marshall            
|                  |  |  |  | William A. Marshall                
|                  |  |  |  | Chief Financial Officer & Treasurer



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