AUTHENTIDATE HOLDING CORP
FORM OF REGISTRATION RIGHTS AGREEMENT
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<TYPE>EX-10.2
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<FILENAME>b327232_ex10-2.htm
<DESCRIPTION>FORM OF REGISTRATION RIGHTS AGREEMENT
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Prepared and filed by St Ives Burrups
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<p align="right"><font size="2" face="serif"><b>EXHIBIT 10.2</b></font></p>
<p align="center"><font size="2" face="serif"><b>REGISTRATION RIGHTS AGREEMENT</b></font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif">This Registration Rights Agreement
    (this &#147;<u>Agreement</u>&#148;) is made and entered into as of September
    __, 2003, among Authentidate Holding Corp., a Delaware corporation (the &#147;<u>Company</u>&#148;),
    and the purchasers signatory hereto (each such purchaser is a &#147;<u>Purchaser</u>&#148; and
    all such purchasers are, collectively, the &#147;<u>Purchasers</u>&#148;).</font></p>
<p align="justify"><font size="2" face="serif"> This Agreement is made pursuant
    to the Securities Purchase Agreement, dated as of the date hereof among the
    Company and the Purchasers (the &#147;<u>Purchase Agreement</u>&#148;).</font></p>
<p align="justify"><font size="2" face="serif"> The Company and the Purchasers hereby
    agree as follows:</font></p>
</div>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> 1. <u>Definitions</u></font></p>
</div>
<div style="text-indent:6%; margin-left:6%">
<p align="justify"><font size="2" face="serif"> Capitalized terms used and not otherwise
    defined herein that are defined in the Purchase Agreement shall have the
    meanings given such terms in the Purchase Agreement. As used in this Agreement,
    the following terms shall have the following meanings:</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Business Day</u>&#148; means any day
      except Saturday, Sunday and any day which shall be a legal holiday or a
      day on which banking institutions in the State of New York or the State
      of California are authorized or required by law or other government actions
  to close.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Effectiveness Date</u>&#148; means,
      with respect to the initial Registration Statement required to be filed
      hereunder, the earlier of (i) the 60th day following the Closing Date (120<sup>th</sup> day
      in the event of a &#147;full review&#148; by the Commission) and (ii)
      the fifth day following the date on which the Company is notified by the
      Commission that such Registration Statement will not be reviewed or is
  no longer subject to further review and comments.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Effectiveness Period</u>&#148; shall
  have the meaning set forth in Section 2(a).</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Filing Date</u>&#148; means, with respect
      to the initial Registration Statement required to be filed hereunder, the
  30<sup>th</sup> day following the Closing Date.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Holder</u>&#148; or &#147;<u>Holders</u>&#148; means
      the holder or holders, as the case may be, from time to time of Registrable
  Securities.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Indemnified Party</u>&#148; shall have
  the meaning set forth in Section 5(c).</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Indemnifying Party</u>&#148; shall
  have the meaning set forth in Section 5(c).</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Prospectus</u>&#148; means the prospectus
      included in a Registration Statement (including, without limitation, a
      prospectus that includes any information previously omitted from a prospectus
      filed as part of an effective registration statement in reliance upon Rule
      430A promulgated under the Securities Act), as amended or supplemented
      by any prospectus supplement, with respect to the terms of the offering
      of any portion of the Registrable Securities covered by a Registration
      Statement, and all other amendments and supplements to the Prospectus,
      including post-effective amendments, and all material incorporated by reference
  or deemed to be incorporated by reference in such Prospectus.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Registrable Securities</u>&#148; means
      all of the shares of Common Stock issuable pursuant to the Purchase Agreement
      and upon exercise in full of the Warrants, shares issuable in lieu of the
      payment of liquidated damages, or upon any stock split, dividend or other
  distribution recapitalization or similar event with respect to the foregoing.</font></p>
</div>
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 <div style="text-indent:6%; margin-left:6%">
 <p align="justify"><font size="2" face="serif">&#147;<u>Registration Statement</u>&#148; means
      the registration statements required to be filed hereunder and any additional
      registration statements contemplated by Section 3(c), including (in each
      case) the Prospectus, amendments and supplements to such registration statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
  by reference in such registration statement.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Rule 415</u>&#148; means
      Rule 415 promulgated by the Commission pursuant to the Securities Act,
      as such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect
  as such Rule.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Rule 424</u>&#148; means
      Rule 424 promulgated by the Commission pursuant to the Securities Act,
      as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the
      same effect
  as such Rule.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Special Counsel</u>&#148; means
      one special counsel to the Holders, for which the Holders will be reimbursed
  by the Company pursuant to Section 4.</font></p>
  <p align="justify"><font size="2" face="serif">&#147;<u>Warrants</u>&#148; shall
      mean the Common Stock purchase warrants issued to the Purchasers pursuant
  to the Purchase Agreement.</font></p>
</div>
<div style="text-indent:3%">
  <p align="justify"><font size="2" face="serif"> 2. <u>Shelf Registration</u></font></p>
</div>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (a) On or prior to each Filing
    Date, the Company shall prepare and file with the Commission a &#147;Shelf&#148; Registration
    Statement covering the resale of all Registrable Securities applicable to
    such Filing Date for an offering to be made on a continuous basis pursuant
    to Rule 415. The Registration Statement shall be on Form S-3 (unless the
    Company is not then eligible to register for resale the Registrable Securities
    on Form S-3, in which case such registration shall be on another appropriate
    form in accordance herewith) and shall contain (except if otherwise directed
    by the Holders) substantially the &#147;Plan of Distribution&#148; attached
    hereto as <u>Annex A</u>. The Company shall use its best efforts to cause
    the Registration Statement to be declared effective under the Securities
    Act as promptly as possible after the filing thereof, but in any event prior
    to the applicable Effectiveness Date, and shall use its best efforts to keep
    such Registration Statement continuously effective under the Securities Act
    until the date which is two years after the date that such Registration Statement
    is declared effective by the Commission or such earlier date when all Registrable
    Securities covered by such Registration Statement have been sold or may be
    sold without volume restrictions pursuant to Rule 144(k) as determined by
    the counsel to the Company pursuant to a written opinion letter to such effect,
    addressed and acceptable to the Company&#146;s transfer agent and the affected
    Holders (the &#147;<u>Effectiveness Period</u>&#148;).</font></p>
<p align="justify"><font size="2" face="serif"> (b) The Registration Statements
    to be filed hereunder shall include 100% of the Registrable Securities.</font></p>
<p align="justify"><font size="2" face="serif"> (c) If: (i) a Registration Statement
    is not filed on or prior to its Filing Date (if the Company files a Registration
    Statement without affording the Holder the opportunity to review and comment
    on the same as required by Section 3(a), the Company shall not be deemed
    to have satisfied clause (i)), or (ii) the Company fails to file with the
    Commission a request for acceleration in accordance with Rule 461 promulgated
    under the Securities Act, within five Trading Days of the date that the Company
    is notified (orally or in writing, whichever is earlier) by the Commission
    that a Registration Statement will not be &#147;reviewed,&#148; or not
    subject to further review, or (iii) prior to its Effective Date, the Company
    fails to file a pre-effective amendment and otherwise respond in writing
    to comments made by the Commission in respect of such Registration Statement
    within 20 Trading Days after the receipt of comments by or notice from the
    Commission that such amendment is required in order for a Registration Statement
    to be declared effective, or (iv) a Registration Statement filed or required
    to be filed hereunder is not declared effective by the Commission by its
    Effectiveness Date, or (v) after the Effective Date, a Registration Statement
    ceases for any reason to remain continuously effective as to all Registrable
    Securities for which it is required to be effective, or the Holders are not
    permitted to utilize the Prospectus therein to resell such Registrable Securities
    for 5</font></p>
</div>
<p align="center"><font size="2" face="serif">-26-</font></p>
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<p align="justify"><font size="2" face="serif">consecutive Trading Days or in
    any individual case an aggregate of 10 Trading Days during any 12 month period
    (which need not be consecutive
      Trading Days) (any such failure or breach being referred to as an &#147;<u>Event</u>&#148;,
      and for purposes of clause (i) or (iv) the date on which such Event occurs,
      or for purposes of clause (ii) the date on which such five Trading Day
      period is exceeded, or for purposes of clause (iii) the date which such
      20 Trading
      Day period is exceeded, or for purposes of clause (v) the date on which
      such 5 or 10 Trading Day period, as applicable, is exceeded being referred
      to
      as &#147;<u>Event Date</u>&#148;), then, on each such Event Date and every
      monthly anniversary thereof until the applicable Event is cured, the Company
      shall pay to each Holder an amount in cash, as liquidated damages and not
      as a penalty, equal to 2.0% of (i) the purchase price paid by such Holder
      pursuant to the Purchase Agreement, and (ii) if the Warrants are &#147;in
      the money&#148;, the value of any outstanding Warrants (valued at the difference
      between the average VWAP during the applicable month and the Exercise Price
      multiplied by the number of shares of Common Stock the Warrants are exercisable
      into) for the first month following such Event Date and 2.0% per month
      thereafter; <u>provided</u>, <u>however</u>,
      that in the event that the Company is negotiating a merger, consolidation,
      acquisition or sale of all or substantially all of its assets or a similar
      transaction and in the written opinion of counsel to the Company, the underlying
      Shares Registration Statement would be required to be amended to include
      information concerning such transactions or the parties thereto that is
      not available or may not be publicly disclosed at the time, the Company
      shall
      be permitted an additional 10 non-consecutive Trading Days under clause
      (v) above during any 12 month period relating to such an event; <u>provided</u>, <u>further</u>,
      the Company must give the Holders notice in writing promptly upon knowledge
      that such an Event will occur (without indicating the nature of such Event)
      and such notice must be acknowledged in writing by each Holder.<b></b> If
      the Company fails to pay any liquidated damages pursuant to this Section
      in full within seven days after the date payable, the Company will pay
      interest thereon at a rate of 18% per annum (or such lesser maximum amount
      that is
      permitted to be paid by applicable law) to the Holder, accruing daily from
      the date such liquidated damages are due until such amounts, plus all such
      interest thereon, are paid in full and at the option of the Holder, such
      liquidated damages be paid in shares of Common Stock under the Warrant.
      The liquidated damages pursuant to the terms hereof shall apply on a pro-rata
      basis for any portion of a month prior to the cure of an Event. </font></p>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif"> 3. <u>Registration Procedures</u></font></p>
</div>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> In connection with the Company's
    registration obligations hereunder, the Company shall:</font></p>
<p align="justify"><font size="2" face="serif"> (a) Not less than five Business
    Days prior to the filing of each Registration Statement or any related Prospectus
    or any amendment or supplement thereto (including any document that would
    be incorporated or deemed to be incorporated therein by reference), the Company
    shall, (i) furnish to the Holders and their Special Counsel copies of all
    such documents proposed to be filed, which documents (other than those incorporated
    or deemed to be incorporated by reference) will be subject to the review
    of such Holders and their Special Counsel, and (ii) cause its officers and
    directors, counsel and independent certified public accountants to respond
    to such inquiries as shall be necessary, in the reasonable opinion of respective
    counsel to conduct a reasonable investigation within the meaning of the Securities
    Act. The Company shall not file the Registration Statement or any such Prospectus
    or any amendments or supplements thereto to which the Holders of a majority
    of the Registrable Securities and their Special Counsel shall reasonably
    object, provided, the Company is notified of such objection no later than
    5 Business Days after the Holders have been so furnished copies of such documents.</font></p>
<p align="justify"><font size="2" face="serif"> (b) (i) Prepare and file with the
    Commission such amendments, including post-effective amendments, to a Registration
    Statement and the Prospectus used in connection therewith as may be necessary
    to keep a Registration Statement continuously effective as to the applicable
    Registrable Securities for the Effectiveness Period and prepare and file
    with the Commission such additional Registration Statements in order to register
    for resale under the Securities Act all of the Registrable Securities; (ii)
    cause the related Prospectus to be amended or supplemented by any required
    Prospectus supplement, and as so supplemented or amended to be filed pursuant
    to Rule 424; (iii) respond as promptly as reasonably possible, and in any
    event within 15 days, to any comments received from the Commission with respect
    to a Registration Statement or any amendment thereto and as promptly as reasonably
    possible provide the Holders true and complete copies of all correspondence
    from and to the Commission relating to a Registration Statement; and (iv)
    comply in all material respects with the provisions of the Securities Act
    and the Exchange Act with respect to the disposition of all Registrable Securities
    covered by a Registration Statement during the applicable period in accordance
    with the intended methods of disposition by the Holders thereof set forth
    </font></p>
</div>
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<p align="justify"><font size="2" face="serif">in such Registration Statement
    as so amended or in such Prospectus as so supplemented.</font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (c) If the number of Registrable
    Securities issuable at any time exceeds 85% of the number of shares of Common
    Stock then registered in a Registration Statement, then the Company shall
    file an additional Registration Statement covering the resale of by the Holders
    of not less than 100% of the number of Registrable Securities required in
    order that all Underlying Shares and all Warrant Shares issuable upon exercise
    of the Warrants would then be registered in accordance with this Agreement.</font></p>
<p align="justify"><font size="2" face="serif"> (d) Notify the Holders of Registrable
    Securities to be sold and their Special Counsel as promptly as reasonably
    possible (and, in the case of (i)(A) below, not less than five Business Days
    prior to such filing) and (if requested by any such Person) confirm such
    notice in writing no later than one Business Day following the day (i)(A)
    when a Prospectus or any Prospectus supplement or post-effective amendment
    to a Registration Statement is proposed to be filed; (B) when the Commission
    notifies the Company whether there will be a &#147;review&#148; of such Registration
    Statement and whenever the Commission comments in writing on such Registration
    Statement (the Company shall provide true and complete copies thereof and
    all written responses thereto to each of the Holders); and (C) with respect
    to a Registration Statement or any post-effective amendment, when the same
    has become effective; (ii) of any request by the Commission or any other
    Federal or state governmental authority for amendments or supplements to
    a Registration Statement or Prospectus or for additional information; (iii)
    of the issuance by the Commission of any stop order suspending the effectiveness
    of a Registration Statement covering any or all of the Registrable Securities
    or the initiation of any Proceedings for that purpose; (iv) if at any time
    any of the representations and warranties of the Company contained in any
    agreement contemplated hereby ceases to be true and correct in all material
    respects; (v) of the receipt by the Company of any notification with respect
    to the suspension of the qualification or exemption from qualification of
    any of the Registrable Securities for sale in any jurisdiction, or the initiation
    or threatening of any Proceeding for such purpose; and (vi) of the occurrence
    of any event or passage of time that makes the financial statements included
    in a Registration Statement ineligible for inclusion therein or any statement
    made in a Registration Statement or Prospectus or any document incorporated
    or deemed to be incorporated therein by reference untrue in any material
    respect or that requires any revisions to a Registration Statement, Prospectus
    or other documents so that, in the case of a Registration Statement or the
    Prospectus, as the case may be, it will not contain any untrue statement
    of a material fact or omit to state any material fact required to be stated
    therein or necessary to make the statements therein, in light of the circumstances
    under which they were made, not misleading.</font></p>
<p align="justify"><font size="2" face="serif"> (e) Promptly deliver to each Holder
    and their Special Counsel, without charge, as many copies of the Prospectus
    or Prospectuses (including each form of prospectus) and each amendment or
    supplement thereto as such Persons may reasonably request. The Company hereby
    consents to the use of such Prospectus and each amendment or supplement thereto
    by each of the selling Holders in connection with the offering and sale of
    the Registrable Securities covered by such Prospectus and any amendment or
    supplement thereto.</font></p>
<p align="justify"><font size="2" face="serif"> (f) Prior to any public offering
    of Registrable Securities, use its best efforts to register or qualify or
    cooperate with the selling Holders and their Special Counsel in connection
    with the registration or qualification (or exemption from such registration
    or qualification) of such Registrable Securities for offer and sale under
    the securities or Blue Sky laws of such jurisdictions within the United States
    as any Holder requests in writing, to keep each such registration or qualification
    (or exemption therefrom) effective during the Effectiveness Period and to
    do any and all other acts or things necessary or advisable to enable the
    disposition in such jurisdictions of the Registrable Securities covered by
    a Registration Statement; provided, that the Company shall not be required
    to qualify generally to do business in any jurisdiction where it is not then
    so qualified or subject the Company to any material tax in any such jurisdiction
    where it is not then so subject.</font></p>
<p align="justify"><font size="2" face="serif"> (g) Cooperate with the Holders to
    facilitate the timely preparation and delivery of certificates representing
    Registrable Securities to be delivered to a transferee pursuant to a Registration
    Statement, which certificates shall be free, to the extent permitted by the
    Purchase Agreement, of all restrictive legends, and to enable such Registrable
    Securities to be in such denominations and registered in such names as any
    such Holders may request.</font></p>
<p align="justify"><font size="2" face="serif"> (h) Upon the occurrence of any event
    contemplated this Section 3, as promptly as reasonably possible, prepare
    a supplement or amendment, including a post-effective amendment, to a Registration
    Statement or a</font></p>
</div>
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<p align="justify"><font size="2" face="serif">supplement to the related Prospectus
    or any document incorporated or deemed to be incorporated therein by reference,
    and file any other required
      document so that, as thereafter delivered, neither a Registration Statement
      nor such Prospectus will contain an untrue statement of a material fact
    or omit to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which
      they were made, not misleading.</font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Comply with all applicable rules
    and regulations of the Commission.</font></p>
<p align="justify"><font size="2" face="serif">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Use
    its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
    of (i) any order suspending the effectiveness of a Registration Statement,
    or (ii) any suspension of the qualification (or exemption from qualification)
    of any of the Registrable Securities for sale in any jurisdiction, at the
    earliest practicable moment.</font></p>
<p align="justify"><font size="2" face="serif">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Furnish
    to each Holder and their Special Counsel, without charge, at least one conformed
    copy of each Registration Statement and each amendment thereto, including
    financial statements and schedules, all documents incorporated or deemed
    to be incorporated therein by reference, and all exhibits to the extent requested
    by such Person (including those previously furnished or incorporated by reference)
    promptly after the filing of such documents with the Commission.</font></p>
</div>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif"> 4. <u>Registration Expenses</u>.
    All fees and expenses incident to the performance of or compliance with this
    Agreement by the Company shall be borne by the Company whether or not any
    Registrable Securities are sold pursuant to the Registration Statement. The
    fees and expenses referred to in the foregoing sentence shall include, without
    limitation, (i) all registration and filing fees (including, without limitation,
    fees and expenses (A) with respect to filings required to be made with the
    Principal Market on which the Common Stock is then listed for trading, and
    (B) in compliance with applicable state securities or Blue Sky laws (including,
    without limitation, fees and disbursements of counsel for the Company in
    connection with Blue Sky qualifications or exemptions of the Registrable
    Securities and determination of the eligibility of the Registrable Securities
    for investment under the laws of such jurisdictions as requested by the Holders),
    (ii) printing expenses (including, without limitation, expenses of printing
    certificates for Registrable Securities and of printing prospectuses requested
    by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees
    and disbursements of counsel for the Company and Special Counsel for the
    Holders (which fees of Special Counsel shall not exceed $7,500) and (v) fees
    and expenses of all other Persons retained by the Company in connection with
    the consummation of the transactions contemplated by this Agreement. In addition,
    the Company shall be responsible for all of its internal expenses incurred
    in connection with the consummation of the transactions contemplated by this
    Agreement (including, without limitation, all salaries and expenses of its
    officers and employees performing legal or accounting duties), the expense
    of any annual audit and the fees and expenses incurred in connection with
    the listing of the Registrable Securities on any securities exchange as required
    hereunder.</font></p>
<p align="justify"><font size="2" face="serif"> 5. <u>Indemnification</u></font></p>
</div>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (a) <i>Indemnification by the
      Company</i>.
    The Company shall, notwithstanding any termination of this Agreement, indemnify
    and hold harmless each Holder, the officers, directors, agents, counsel,
    investment advisors and employees of each of them, each Person who controls
    any such Holder (within the meaning of Section 15 of the Securities Act or
    Section 20 of the Exchange Act) and the officers, directors, agents and employees
    of each such controlling Person, to the fullest extent permitted by applicable
    law, from and against any and all losses, claims, damages, liabilities, costs
    (including, without limitation, costs of preparation and attorneys&#146; fees)
    and expenses (collectively, &#147;Losses&#148;), as incurred, arising out
    of or relating to any untrue or alleged untrue statement of a material fact
    contained in a Registration Statement, any Prospectus or any form of prospectus
    or in any amendment or supplement thereto or in any preliminary prospectus,
    or arising out of or relating to any omission or alleged omission of a material
    fact required to be stated therein or necessary to make the statements therein
    (in the case of any Prospectus or form of prospectus or supplement thereto,
    in light of the circumstances under which they were made) not misleading,
    except to the extent, but only to the extent, that (1) such untrue statements
    or omissions or alleged untrue statements or omissions are based solely upon
    information regarding such Holder furnished in writing</font></p>
</div>
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<p align="justify"><font size="2" face="serif">to the Company by
      such Holder expressly for use therein, or to the extent that such information
      relates to such Holder or such Holder's proposed method of distribution
    of Registrable Securities and was reviewed and expressly approved in writing
      by such Holder expressly for use in a Registration Statement, such Prospectus
      or such form of Prospectus or in any amendment or supplement thereto or
    (2)
      in the case of an occurrence of an event of the type specified in Section
      3(d)(ii)-(vi), the use by such Holder of an outdated or defective Prospectus
      after the Company has notified such Holder in writing that the Prospectus
      is outdated or defective and prior to the receipt by such Holder of the
    Advice contemplated in Section 6(e). The Company shall notify the Holders
    promptly
      of the institution, threat or assertion of any Proceeding of which the
    Company is aware in connection with the transactions contemplated by this
    Agreement.</font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (b) <i>Indemnification by Holders</i>.
    Each Holder shall, severally and not jointly, indemnify and hold harmless
    the Company, its directors, officers, agents, counsel and employees, each
    Person who controls the Company (within the meaning of Section 15 of the
    Securities Act and Section 20 of the Exchange Act), and the directors, officers,
    agents or employees of such controlling Persons, to the fullest extent permitted
    by applicable law, from and against all Losses (as determined by a court
    of competent jurisdiction in a final judgment not subject to appeal or review)
    arising solely out of or based solely upon any untrue statement of a material
    fact contained in any Registration Statement, any Prospectus, or any form
    of prospectus, or in any amendment or supplement thereto, or arising solely
    out of or based solely upon any omission of a material fact required to be
    stated therein or necessary to make the statements therein not misleading
    to the extent, but only to the extent, that such untrue statement or omission
    is contained in any information so furnished in writing by such Holder to
    the Company specifically for inclusion in such Registration Statement or
    such Prospectus or to the extent that (1) such untrue statements or omissions
    are based solely upon information regarding such Holder furnished in writing
    to the Company by such Holder expressly for use therein, or to the extent
    that such information relates to such Holder or such Holder's proposed method
    of distribution of Registrable Securities and was reviewed and expressly
    approved in writing by such Holder expressly for use in the Registration
    Statement, such Prospectus or such form of Prospectus or in any amendment
    or supplement thereto or (2) such Holder's failure to comply with the prospectus
    delivery requirements of the Securities Act, including in the case of an
    occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the
    use by such Holder of an outdated or defective Prospectus after the Company
    has notified such Holder in writing that the Prospectus is outdated or defective
    and prior to the receipt by such Holder of the Advice contemplated in Section
    6(e). In no event shall the liability of any selling Holder hereunder be
    greater in amount than the dollar amount of the net proceeds received by
    such Holder upon the sale of the Registrable Securities giving rise to such
    indemnification obligation.</font></p>
<p align="justify"><font size="2" face="serif"> (c) <i>Conduct of Indemnification
      Proceedings</i>. If any Proceeding shall be brought or asserted against
      any Person entitled to indemnity hereunder (an &#147;<u>Indemnified Pa</u>rty&#148;),
      such Indemnified Party shall promptly notify the Person from whom indemnity
      is sought (the &#147;Indemnifying Party&#148;) in writing, and the Indemnifying
      Party shall assume the defense thereof, including the employment of counsel
      reasonably satisfactory to the Indemnified Party and the payment of all
      fees and expenses incurred in connection with defense thereof; provided,
      that the failure of any Indemnified Party to give such notice shall not
      relieve the Indemnifying Party of its obligations or liabilities pursuant
      to this Agreement, except (and only) to the extent that it shall be finally
      determined by a court of competent jurisdiction (which determination is
      not subject to appeal or further review) that such failure shall have proximately
      and materially adversely prejudiced the Indemnifying Party.</font></p>
<p align="justify"><font size="2" face="serif"> An Indemnified Party shall have
    the right to employ separate counsel in any such Proceeding and to participate
    in the defense thereof, but the fees and expenses of such counsel shall be
    at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
    Party has agreed in writing to pay such fees and expenses; or (2) the Indemnifying
    Party shall have failed promptly to assume the defense of such Proceeding
    and to employ counsel reasonably satisfactory to such Indemnified Party in
    any such Proceeding; or (3) the named parties to any such Proceeding (including
    any impleaded parties) include both such Indemnified Party and the Indemnifying
    Party, and such Indemnified Party shall have been advised by counsel that
    a conflict of interest is likely to exist if the same counsel were to represent
    such Indemnified Party and the Indemnifying Party (in which case, if such
    Indemnified Party notifies the Indemnifying Party in writing that it elects
    to employ separate counsel at the expense of the Indemnifying Party, the
    Indemnifying Party shall not have the right to assume the defense thereof
    and such counsel shall be at the expense of the Indemnifying Party). The
    Indemnifying Party shall not be liable for any settlement of any such Proceeding
    effected without its written consent, which consent shall not be unreasonably
    withheld. No</font></p>
</div>
  <p align="center"><font size="2" face="serif">-30-</font></p>
  <hr noshade align="center" width="100%" size="2">
  <div style="page-break-before:always"></div>
  <page>
<p align="justify"><font size="2" face="serif">Indemnifying Party shall, without
    the prior written consent of the Indemnified Party, effect any settlement
    of any pending Proceeding
      in respect of which any Indemnified Party is a party, unless such settlement
      includes an unconditional release of such Indemnified Party from all liability
      on claims that are the subject matter of such Proceeding.</font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> All fees and expenses of the Indemnified
    Party (including reasonable fees and expenses to the extent incurred in connection
    with investigating or preparing to defend such Proceeding in a manner not
    inconsistent with this Section) shall be paid to the Indemnified Party, as
    incurred, within ten Business Days of written notice thereof to the Indemnifying
    Party (regardless of whether it is ultimately determined that an Indemnified
    Party is not entitled to indemnification hereunder; provided, that the Indemnifying
    Party may require such Indemnified Party to undertake to reimburse all such
    fees and expenses to the extent it is finally judicially determined that
    such Indemnified Party is not entitled to indemnification hereunder).</font></p>
<p align="justify"><font size="2" face="serif"> (d) <i>Contribution</i>. If a claim
    for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
    Party (by reason of public policy or otherwise), then each Indemnifying Party,
    in lieu of indemnifying such Indemnified Party, shall contribute to the amount
    paid or payable by such Indemnified Party as a result of such Losses, in
    such proportion as is appropriate to reflect the relative fault of the Indemnifying
    Party and Indemnified Party in connection with the actions, statements or
    omissions that resulted in such Losses as well as any other relevant equitable
    considerations. The relative fault of such Indemnifying Party and Indemnified
    Party shall be determined by reference to, among other things, whether any
    action in question, including any untrue or alleged untrue statement of a
    material fact or omission or alleged omission of a material fact, has been
    taken or made by, or relates to information supplied by, such Indemnifying
    Party or Indemnified Party, and the parties' relative intent, knowledge,
    access to information and opportunity to correct or prevent such action,
    statement or omission. The amount paid or payable by a party as a result
    of any Losses shall be deemed to include, subject to the limitations set
    forth in Section 5(c), any reasonable attorneys' or other reasonable fees
    or expenses incurred by such party in connection with any Proceeding to the
    extent such party would have been indemnified for such fees or expenses if
    the indemnification provided for in this Section was available to such party
    in accordance with its terms.</font></p>
<p align="justify"><font size="2" face="serif"> The parties hereto agree that it
    would not be just and equitable if contribution pursuant to this Section
    5(d) were determined by pro rata allocation or by any other method of allocation
    that does not take into account the equitable considerations referred to
    in the immediately preceding paragraph. Notwithstanding the provisions of
    this Section 5(d), no Holder shall be required to contribute, in the aggregate,
    any amount in excess of the amount by which the proceeds actually received
    by such Holder from the sale of the Registrable Securities subject to the
    Proceeding exceeds the amount of any damages that such Holder has otherwise
    been required to pay by reason of such untrue or alleged untrue statement
    or omission or alleged omission.</font></p>
<p align="justify"><font size="2" face="serif"> The indemnity and contribution agreements
    contained in this Section are in addition to any liability that the Indemnifying
    Parties may have to the Indemnified Parties.</font></p>
</div>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif"> 6. <u>Miscellaneous</u></font></p>
</div>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (a) <i>Amendments and Waivers</i>.
    The provisions of this Agreement, including the provisions of this sentence,
    may not be amended, modified or supplemented, and waivers or consents to
    departures from the provisions hereof may not be given, unless the same shall
    be in writing and signed by the Company and the Holders of at least two-thirds
    of the then outstanding Registrable Securities. Notwithstanding the foregoing,
    a waiver or consent to depart from the provisions hereof with respect to
    a matter that relates exclusively to the rights of Holders and that does
    not directly or indirectly affect the rights of other Holders may be given
    by Holders of at least a majority of the Registrable Securities to which
    such waiver or consent relates; <u>provided</u>, <u>however</u>, that the
    provisions of this sentence may not be amended, modified, or supplemented
    except in accordance with the provisions of the immediately preceding sentence. </font></p>
<p align="justify"><font size="2" face="serif"> (b) <i>No Inconsistent Agreements</i>.
    Neither the Company nor any of its subsidiaries has entered, as of the date
    hereof, nor shall the Company or any of its subsidiaries, on or after the
    date of this Agreement, enter into any agreement with respect to its securities,
    that would have the effect of impairing the rights granted to the Holders
    in this Agreement or otherwise conflicts with the provisions hereof. Except
    as and to the extent specified in the </font></p>
</div>
  <p align="center"><font size="2" face="serif">-31-</font></p>
  <hr noshade align="center" width="100%" size="2">
  <div style="page-break-before:always"></div>
  <page>
<p align="justify"><font size="2" face="serif">Disclosure Schedule to the Purchase
      Agreement, neither the Company nor any of its subsidiaries has previously
      entered into any agreement granting any registration rights with respect
      to any of its securities to any Person that have not been satisfied in
    full.</font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (c) <i>No Piggyback on Registrations</i>.
    Except as and to the extent specified in the Disclosure Schedule attached
    to the Purchase Agreement, neither the Company nor any of its security holders
    (other than the Holders in such capacity pursuant hereto) may include securities
    of the Company in the Registration Statement other than the Registrable Securities,
    and the Company shall not after the date hereof enter into any agreement
    providing any such right to any of its security holders.</font></p>
<p align="justify"><font size="2" face="serif"> (d) <i>Compliance</i>. Each Holder
    covenants and agrees that it will comply with the prospectus delivery requirements
    of the Securities Act as applicable to it in connection with sales of Registrable
    Securities pursuant to the Registration Statement.</font></p>
<p align="justify"><font size="2" face="serif"> (e) <i>Discontinued Disposition</i>.
    Each Holder agrees by its acquisition of such Registrable Securities that,
    upon receipt of a notice from the Company of the occurrence of any event
    of the kind described in Sections 3(d), such Holder will forthwith discontinue
    disposition of such Registrable Securities under a Registration Statement
    until such Holder's receipt of the copies of the supplemented Prospectus
    and/or amended Registration Statement contemplated by Section 3(h), or until
    it is advised in writing (the &#147;Advice&#148;) by the Company that the
    use of the applicable Prospectus may be resumed, and, in either case, has
    received copies of any additional or supplemental filings that are incorporated
    or deemed to be incorporated by reference in such Prospectus or Registration
    Statement. The Company may provide appropriate stop orders to enforce the
    provisions of this paragraph. The Company agrees and acknowledges that any
    periods during which the Holder is required to discontinue the disposition
    of the Registrable Securities hereunder shall be subject to the provisions
    of Section 2(c).</font></p>
<p align="justify"><font size="2" face="serif"> (f) <i>Piggy-Back Registrations</i>.
    If at any time during the Effectiveness Period there is not an effective
    Registration Statement covering all of the Registrable Securities and the
    Company shall determine to prepare and file with the Commission a registration
    statement relating to an offering for its own account or the account of others
    under the Securities Act of any of its equity securities, other than on Form
    S-4 or Form S-8 (each as promulgated under the Securities Act) or their then
    equivalents relating to equity securities to be issued solely in connection
    with any acquisition of any entity or business or equity securities issuable
    in connection with stock option or other employee benefit plans, then the
    Company shall send to each Holder written notice of such determination and,
    if within fifteen days after receipt of such notice, any such Holder shall
    so request in writing, the Company shall include in such registration statement
    all or any part of such Registrable Securities such holder requests to be
    registered; provided, that, the Company shall not be required to register
    any Registrable Securities pursuant to this Section 6(f) that are eligible
    for resale pursuant to Rule 144(k) promulgated under the Securities Act.</font></p>
<p align="justify"><font size="2" face="serif"> (g) <i>Notices</i>. Any and all
    notices or other communications or deliveries required or permitted to be
    provided hereunder shall be delivered as set forth in the Purchase Agreement. </font></p>
<p align="justify"><font size="2" face="serif"> (h) <i>Successors and Assigns</i>.
    This Agreement shall inure to the benefit of and be binding upon the successors
    and permitted assigns of each of the parties and shall inure to the benefit
    of each Holder. The Company may not assign its rights or obligations hereunder
    without the prior written consent of each Holder. Each Holder may assign
    their respective rights hereunder in the manner and to the Persons as permitted
    under the Purchase Agreement.</font></p>
<p align="justify"><font size="2" face="serif"> (i) <i>Counterparts</i>. This Agreement
    may be executed in any number of counterparts, each of which when so executed
    shall be deemed to be an original and, all of which taken together shall
    constitute one and the same Agreement. In the event that any signature is
    delivered by facsimile transmission, such signature shall create a valid
    binding obligation of the party executing (or on whose behalf such signature
    is executed) the same with the same force and effect as if such facsimile
    signature were the original thereof.</font></p>
<p align="justify"><font size="2" face="serif"> (j) <i>Governing Law</i>. All questions
    concerning the construction, validity, enforcement and interpretation of
    this Agreement shall be governed by and construed and enforced in accordance
    with the internal laws of the State of New York, without regard to the principles
    of conflicts of law thereof. Each party hereby irrevocably submits to the
    </font></p>
</div>
  <p align="center"><font size="2" face="serif">-32-</font></p>
  <hr noshade align="center" width="100%" size="2">
  <div style="page-break-before:always"></div>
  <page>
<p align="justify"><font size="2" face="serif">exclusive jurisdiction of the
    state and federal courts sitting in the City of New York, borough of Manhattan,
    for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally
    subject to the jurisdiction of any such court, that such suit, action or
    proceeding
      is improper. Each party hereby irrevocably waives personal service of process
      and consents to process being served in any such suit, action or proceeding
      by mailing a copy thereof to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof. Nothing contained
      herein shall be deemed to limit in any way any right to serve process in
      any manner permitted by law. Each party hereto hereby irrevocably waives,
      to the fullest extent permitted by applicable law, any and all right to
    trial by jury in any legal proceeding arising out of or relating to this
    Agreement
      or the transactions contemplated hereby. If either party shall commence
    a Proceeding to enforce any provisions of this Agreement, then the prevailing
      party in such Proceeding shall be reimbursed by the other party for its
    attorneys
      fees and other costs and expenses incurred with the investigation, preparation
      and prosecution of such Proceeding.</font></p>
<div style="text-indent:6%">
<p align="justify"><font size="2" face="serif"> (k) <i>Cumulative Remedies</i>.
    The remedies provided herein are cumulative and not exclusive of any remedies
    provided by law.</font></p>
<p align="justify"><font size="2" face="serif"> (l) <i>Severability</i>. If any
    term, provision, covenant or restriction of this Agreement is held by a court
    of competent jurisdiction to be invalid, illegal, void or unenforceable,
    the remainder of the terms, provisions, covenants and restrictions set forth
    herein shall remain in full force and effect and shall in no way be affected,
    impaired or invalidated, and the parties hereto shall use their reasonable
    efforts to find and employ an alternative means to achieve the same or substantially
    the same result as that contemplated by such term, provision, covenant or
    restriction. It is hereby stipulated and declared to be the intention of
    the parties that they would have executed the remaining terms, provisions,
    covenants and restrictions without including any of such that may be hereafter
    declared invalid, illegal, void or unenforceable.</font></p>
<p align="justify"><font size="2" face="serif"> (m) <i>Headings</i>. The headings
    in this Agreement are for convenience of reference only and shall not limit
    or otherwise affect the meaning hereof.</font></p>
<p align="justify"><font size="2" face="serif"> (n) <i>Independent Nature of
      Purchasers&#146; Obligations and Rights</i>. The obligations of each Purchaser
      hereunder is several and not joint with the obligations of any other Purchaser
      hereunder,
      and no Purchaser shall be responsible in any way for the performance of
      the obligations of any other Purchaser hereunder. Nothing contained herein
      or in any other agreement or document delivered at any closing, and no
      action taken by any Purchaser pursuant hereto or thereto, shall be deemed
      to constitute the Purchasers as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Purchasers
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Purchaser shall be entitled
      to protect and enforce its rights, including without limitation the rights
      arising out of this Agreement, and it shall not be necessary for any other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose.</font></p>
</div>
<p align="center"><font size="2" face="serif">********************</font></p>
<p align="center"><font face="serif" size="2">-33-</font></p>
<hr noshade width="100%" size="2">
<div align="justify" style="page-break-before:always"></div>
<page>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif"> IN WITNESS WHEREOF, the parties
    have executed this Registration Rights Agreement as of the date first
    written above.</font></p>
</div>
<table width="100%" border="0" cellspacing="0" cellpadding="0">
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><font size="2" face="serif"><b>AUTHENTIDATE HOLDING CORP.</b></font></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td width="3%"><font size="2" face="serif">By: </font></td>
    <td width="47%"><font size="2" face="serif">____________________________________</font></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><font size="2" face="serif"> Name:</font></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td><font size="2" face="serif"> Title:</font></td>
  </tr>
</table>
<p align="center"><font size="2" face="serif">[PURCHASERS&#146; SIGNATURE PAGES
    FOLLOW]</font></p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="center"><font face="serif" size="2">-34-</font></p>
<hr noshade width="100%" size="2">
<div align="justify" style="page-break-before:always"></div>
<page>

<p align="center"><font size="2" face="serif">[PURCHASERS SIGNATURE PAGE TO RRA]</font></p>
<p align="justify"><font size="2" face="serif"><b>PURCHASER</b></font></p>
<p align="justify"><font size="2" face="serif">________________________________</font></p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="justify"><font size="2" face="serif"></font></p>
<p align="center"><font face="serif" size="2">-35-</font></p>
<hr noshade width="100%" size="2">
<div style="page-break-before:always"></div>
<page>
<p align="center"><font size="2" face="serif"><b><u>Plan of Distribution</u></b></font></p>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif">The Selling Stockholders and any
    of their pledgees, assignees and successors-in-interest may, from time to
    time, sell any or all of their shares of Common Stock on any stock exchange,
    market or trading facility on which the shares are traded or in private transactions.
    These sales may be at fixed or negotiated prices. The Selling Stockholders
    may use any one or more of the following methods when selling shares:</font></p>
</div>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">ordinary brokerage transactions and transactions
          in which the broker-dealer solicits purchasers;</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">block trades in which the broker-dealer
            will attempt to sell the shares as agent but may position and resell
          a portion of the block as principal to facilitate the transaction;</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">purchases by a broker-dealer as principal
          and resale by the broker-dealer for its account;</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">an exchange distribution in accordance with
          the rules of the applicable exchange;</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">privately negotiated transactions;</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">short sales</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">broker-dealers may agree with the Selling
            Stockholders to sell a specified number of such shares at a stipulated
          price per share;</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">a combination of any such methods of sale;
          and</font></div></td>
    </tr>
  </table>
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr valign="top">
      <td></td>
      <td>&nbsp;</td>
      <td>&nbsp;</td>
    </tr>
    <tr valign="top">
      <td width="3%"></td>
      <td width="3%"><font size="2" face="serif">&#149;</font></td>
      <td> <div align="justify"><font size="2" face="serif">any other method permitted pursuant to applicable
          law.</font></div></td>
    </tr>
  </table>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif">The Selling Stockholders may also
    sell shares under Rule 144 under the Securities Act, if available, rather
    than under this prospectus. Broker-dealers engaged by the Selling Stockholders
    may arrange for other brokers-dealers to participate in sales. Broker-dealers
    may receive commissions or discounts from the Selling Stockholders (or, if
    any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
    in amounts to be negotiated. The Selling Stockholders do not expect these
    commissions and discounts to exceed what is customary in the types of transactions
    involved.</font></p>
<p align="justify"><font size="2" face="serif">The selling stockholder may from
    time to time pledge or grant a security interest in some or all of the Shares
    or common stock or Warrant owned by them and, if they default in the performance
    of their secured obligations, the pledgees or secured parties may offer and
    sell the shares of common stock from time to time under this prospectus,
    or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
    provision of the Securities Act of 1933 amending the list of selling stockholders
    to include the pledgee, transferee or other successors in interest as selling
    stockholders under this prospectus.</font></p>
<p align="justify"><font size="2" face="serif">The selling stockholders also may
    transfer the shares of common stock in other circumstances, in which case
    the transferees, pledgees or other successors in interest will be the selling
    beneficial owners for purposes of this prospectus.</font></p>
</div>
<p align="center"><font size="2" face="serif">-36-</font></p>
<hr noshade  width="100%" size="2">
<div align="justify" style="page-break-before:always"></div>
<page>
<p align="justify"><font size="2" face="serif">The Selling Stockholders and any
    broker-dealers or agents that are involved in selling the shares may be deemed
    to be &quot;underwriters&quot; within the meaning of the Securities Act in
    connection with such sales. In such event, any commissions received by such
    broker-dealers or agents and any profit on the resale of the shares purchased
    by them may be deemed to be underwriting commissions or discounts under the
    Securities Act. The Selling Stockholders have informed the Company that it
    does not have any agreement or understanding, directly or indirectly, with
    any person to distribute the Common Stock.</font></p>
<div style="text-indent:3%">
<p align="justify"><font size="2" face="serif">The Company is required to pay all
    fees and expenses incident to the registration of the shares. The Company
    has agreed to indemnify the Selling Stockholders against certain losses,
    claims, damages and liabilities, including liabilities under the Securities
    Act. </font></p>
</div>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="center"><font face="serif" size="2">-37-</font></p>
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