Exhibit 10.1

INTELLECTUAL PROPERTY LICENSE AND SUPPLY AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AND SUPPLY AGREEMENT (“Agreement”), dated as of November 21, 2011 (“Effective Date”) is entered into by and among Cybercare, a Delaware corporation (“Cybercare”), located at 2409 N. Falkenburg Dr. ,Tampa Fl., EncounterCare Solutions, Inc., a Delaware corporation (“ECSL” and together with Cybercare, “Licensors”), having a place of business at 2401 PGA Blvd., Suite 196, Palm Beach Gardens, FL 33410 and Authentidate Holding Corp., a Delaware corporation (“Licensee”), having a place of business at Connell Corporate Center, 300 Connell Drive, Berkeley Heights, New Jersey 07922.

WHEREAS, Cybercare and ECSL own or hold rights in certain intellectual property and rights therein relating to in-home telehealth patient monitoring systems and software, and each desires to grant to Licensee a license to the intellectual property and rights therein;

WHEREAS, Licensee desires to obtain a license from Cybercare and ECSL to the intellectual property and rights therein;

NOW, THEREFORE, in consideration of the foregoing and the respective promises and covenants contained in this Agreement, Cybercare, ECSL and Licensee hereby agree as follows:

Definitions .

The following terms shall have the meanings set forth below:

1.1 Affiliate . “Affiliate” shall have the meaning ascribed to such term under Rule 405 of the Securities Act of 1933.

1.2 Baseline Materials . “Baseline Materials” means the versions of the Licensed Materials as are in existence on the Effective Date and which have been provided to Licensee by Licensors prior to the Effective Date pursuant to Section 2.3.

1.3 Baseline EHC Product . “Baseline EHC Product” means the Electronic House Call Product designed and manufactured in accordance with the Baseline Materials.

1.4 Claim . “Claim” shall have the meaning as set forth in Section 12.2.

1.5 Confidential Information . “Confidential Information” shall have the meaning as set forth in Section 16.1.

1.6 Defect . “Defect” shall have the meaning as set forth in Section 7.5.

1.7 Electronic House Call Product . “Electronic House Call Product” means the Electronic House Call device as designed, developed and marketed by Licensors and Express MD Solutions LLC just prior to the Effective Date.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

1.8 Improvements . “Improvements” means any and all modifications, corrections and/or improvements to the Licensor Intellectual Property developed by either Licensors or Licensee.

1.9 Licensed Materials . “Licensed Materials” means all software, including without limitation, source code, object code, compiled code, and annotations to the source code, hardware designs, firmware, system designs, documentation and all other information relating to the foregoing, including for the Electronic House Call Product and related web-based services and applications, and all data obtained by Cybercare and ECSL regarding any product studies and test results for all applications and uses of the Licensed Patents and/or Licensed Products, including, without limitation for the Electronic House Call Product.

1.10 Licensed Patents . “Licensed Patents” means US Patent Nos. 5,987,519 and 6,112,224 and all corresponding worldwide patent applications and patents and all continuations, divisionals, reissues, reexamination certificates, extensions and renewals thereto, and all other patents owned by or licensed to Licensors that relate to in-home telehealth patient monitoring systems and software, and all Licensors Improvements thereto.

1.11 Licensed Products . “Licensed Products” means all products (including, without limitation, hardware, firmware and software) and services (including, without limitation, the Baseline EHC Product and the Updated EHC Product), made, have made, used, licensed, leased, offered for sale, sold or imported by Licensee that are covered by one or more valid and enforceable, issued or pending claims of the Licensed Patents, that are covered by the Licensor Copyrights or that relate to the Licensed Materials.

1.12 Licensor Copyrights . “Licensor Copyrights” means all works of authorship and all other copyrightable materials created or owned by ECSL and/or Cybercare relating to the Licensed Materials, Licensors Improvements, Electronic House Call Product and Licensed Products.

1.13 Licensor Intellectual Property . “Licensor Intellectual Property” means the Licensed Patents, Licensor Copyrights, and Licensed Materials.

1.14 Person . “Person” means an individual, a corporation, a partnership, an association, a limited liability company, a trust, any unincorporated organization or a government or a political subdivision thereof.

1.15 Product Update Agreement . “Product Update Agreement” shall have the meaning as set forth in Section 3.1.

1.16 Purchase Order . “Purchase Order” shall have the meaning as set forth in Section 4.1.

1.17 RMA . “RMA” shall have the meaning as set forth in Section 7.5.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

1.18 Services Improvements . “Services Improvements” means any and all modifications, corrections and/or improvements to the software services provided and/or developed by Licensee.

1.19 Term . “Term” shall have the meaning as set forth in Section 9.

1.20 Termination Agreement . “Termination Agreement” means the Joint Venture Termination Agreement between ECSL and Licensee dated November 21, 2011.

1.21 Territory . “Territory” means worldwide.

1.22 Updated Baseline Materials . “Updated Baseline Materials” means the Baseline Materials as modified or improved by the Improvements as agreed upon by Licensee and Licensors.

1.23 Updated EHC Product . “Updated EHC Product” means the Electronic House Call Product designed and manufactured in accordance with the Updated Baseline Materials.

2. Licenses and Transfers .

2.1 License Grant . Cybercare and ECSL each grant Licensee a worldwide, perpetual (with respect to the Licensed Materials), irrevocable, royalty-free, non-transferable (other than as set forth herein), non-exclusive license to use the Licensor Intellectual Property to make, have made, use, offer to sell, sell and import, copy, reproduce, modify, publish, display, publicly perform and make derivative works based on the Licensed Products and to incorporate the Licensor Intellectual Property and Licensed Products, in whole or in part, into systems and/or services, within the Territory, and subject to Section 10.2, to develop Improvements and other products and services based on the Licensor Intellectual Property. Cybercare and ECSL also grant Licensee the right to grant limited sub-licenses as set forth in Section 2.2 below.

2.2 Sublicenses . Licensee shall have the right to grant one or more sub-licenses under the Licensor Intellectual Property to customers, distributors, resellers and Affiliates of Licensee to use, offer for sale, sell and import Licensed Products and to sublicense to their customers the right to use the Licensed Products, provided, that the terms of any sub-license shall be no less restrictive on any sub-licensee than the terms of this Agreement are on the Licensee.

2.3 Transfer of Licensed Materials . Upon execution of this Agreement, Cybercare and ECSL shall provide Licensee with access to and a copy of the Licensed Materials.

2.4 Consideration . As consideration for Cybercare and ECSL granting Licensee the rights provided for in this Agreement, (a) Licensee agrees to supply ECSL with Baseline EHC Products and, if applicable, Updated EHC Products, each pursuant to the terms of the Agreement and (b) ECSL and Licensee have entered into the Termination Agreement.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

3. Obligations of the Parties .

3.1 Obligations of Licensee

a. Maintaining Baseline Materials . During the term of this Agreement, Licensee shall maintain a copy of the Baseline Materials which shall be made available to ECSL promptly upon its–request; provided that should the parties develop Improvements and agree in writing, that Licensee should supply products incorporating the Improvements (“Product Update Agreement”), then as of the date of such Product Update Agreement Licensee shall no longer be required to maintain a copy of the Baseline Materials, but shall instead be obligated to maintain a copy of the Updated Baseline Materials, which shall be made available to ECSL upon its request. To the extent that the parties continue to develop additional Improvements, the steps above shall be repeated with respect to each Product Update Agreement.

b. Supply by Licensee . Licensee shall supply ECSL with the Baseline EHC Product in the quantities as reasonably requested by ECSL pursuant to Purchase Orders submitted to Licensee by ECSL, as set forth in Section 4. Upon the execution of a Product Update Agreement, thereafter all new Purchase Orders submitted by ECSL shall be filled with the Updated EHC Product. All Purchase Orders submitted by ECSL prior to the date of such Product Update Agreement, for which products have been scheduled for delivery more than thirty (30) days following the date of such Product Update Agreement, shall be filled with either the Baseline EHC Product or the Updated EHC Product, or a combination thereof, at Licensee’s discretion.

c. Manufacturing . All manufacturing of Licensed Products, and sales, and other costs, fees or charges of any kind relating to the Licensed Products up to the point of sale of such Licensed Products by Licensee shall be the sole responsibility of Licensee.

d. FDA Inspections . During the Term of the Agreement, Licensee shall be responsible for all activities relating to quarterly inspections by the FDA, including, without limitation, all costs, fees, expenses and other charges arising therefrom.

3.2 Obligations of ECSL and/or Licensor .

a. Purchases of Products . ECSL shall purchase all of the Baseline EHC Products and Updated EHC Products that it purchases and/or sells, only from Licensee.

b. Services and Support . Cybercare and ECSL shall provide any and all services and support relating to the Baseline Materials and to any Licensors Improvements provided to Licensee, as reasonably requested by Licensee. Any support and/or services pursuant to this Section 3.2(b) shall be at a reasonable price and on terms as negotiated, in good faith, by the parties on a per project basis.

c. Improvements . None of the parties shall be under any obligation to make any Improvements. The parties may agree to exchange Improvements pursuant to a Product Update Agreement.

4. Orders.

4.1 Purchase Orders . Purchase orders for Baseline EHC Products and Updated EHC Products shall be submitted to Licensee in writing and may be sent via post, fax, email or

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other electronic communication. Each purchase order shall include: (i) date of issuance, (ii) Purchase Order number, (iii) identification of products ordered including part number and description, (iv) quantity of products to be delivered, (v) requested delivery date, (vii) delivery address, and (viii) any specific delivery instructions such as freight carrier to be used (“Purchase Order”).

4.2 Applicable Terms . The parties agree that the terms and conditions of this Agreement will govern all Purchase Orders submitted by ECSL under this Agreement and will prevail over any and all other terms and conditions of any kind proposed by ECSL or Licensee, or any language inserted into any Purchase Order or any Purchase Order acknowledgement, unless both parties sign a document that expressly states a deviation to this Agreement.

4.3 Acceptance of Purchase Order . Licensee shall make all reasonable efforts to acknowledge in writing all ECSL Purchase Orders within five (5) business days of receipt thereof. In the event Licensee is not able to meet the requested delivery date and quantities, Licensee will notify ECSL promptly after receipt of ECSL’s Purchase Order stating the anticipated length of and the cause of the delay If notice of acceptance is not received by ECSL within five (5) business days from receipt by Licensee, such Purchase Order is deemed rejected.

4.4 Reschedules and Cancellation .

a. Rescheduling . Other than during the period that is less than four (4) weeks prior to the agreed delivery date for a product, ECSL may reschedule the agreed delivery date a maximum amount of one (1) time; provided that such rescheduled delivery date is not (a) earlier than or (b) more than four (4) weeks after, the original agreed delivery date, without incurring any liability.

b. Cancellation . ECSL shall be entitled to cancel Purchase Orders wholly or partially four (4) weeks or more prior to the original delivery date without charge. Purchase Orders cancelled within four (4) weeks of the original delivery date will incur a cancellation charge equal to [****] percent ([****]) of the purchase price of the products ordered. No orders may be cancelled within two (2) weeks or less from the original delivery date.

4.5 Order Increases . Upon written request from ECSL, Licensee shall use commercially reasonable efforts to: (i) deliver on the requested delivery date the number of items ordered by ECSL in excess of that set forth in ECSL’s forecast; and (ii) deliver the products in less than the expected lead time if so requested by ECSL. Compliance with any such request shall be at Licensee’s sole discretion.

4.6 Forecasts . ECSL shall provide Licensee with a non-binding monthly rolling forecast of its requirements for products for the following twelve month period. ECSL shall also provide Licensee with a binding quarterly forecast at least one month prior to each calendar quarter of its product requirements for such calendar quarter. Within one (1) week of receiving ECSL’s forecast, Licensee shall acknowledge the receipt of the forecast and confirm to ECSL in writing whether or not it can deliver all forecasted products.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

5. Delivery .

5.1 Delivery . All products shall be delivered FOB to the carrier identified by ECSL, or if not indentified, via common carrier in accordance with the applicable Purchase Order. Licensee shall comply with the delivery instructions contained in the Purchase Order, unless the parties agree otherwise in writing. Each delivery shall be accompanied by an appropriate delivery note. All delivery notes must include: (i) Purchase Order number, (ii) ECSL’s part number and (iii) Licensee’s serial number (where applicable) of products. All risk of damage or loss to the products shall pass to ECSL upon pick-up by or delivery to the carrier. ECSL or its designee must examine all products immediately upon receipt and note any obvious damage on carrier’s delivery receipt. Damage which becomes apparent when the products are unpacked must be reported to the carrier as soon as discovered. LICENSEE’S RESPONSIBILITY FOR RISK OF LOSS, TRANSPORTATION, STORAGE AND DELIVERY SHALL CEASE WHEN THE PRODUCTS ARE DELIVERED TO OR PICKED-UP BY THE CARRIER. IT SHALL BE ECSL’S RESPONSIBILITY TO FILE A CLAIM WITH THE CARRIER.

5.2 Claims . All claims against Licensee for non-latent defects, or for errors, must be made by ECSL within twenty (20) days after delivery of the relevant products. Failure by ECSL to make a claim for any such defect or error within twenty (20) days shall constitute final and conclusive acceptance of the items delivered and a waiver of any defect or error not reported by such date.

5.3 Lead Times . The lead times for generally available products within the forecast shall be eight (8) weeks with the exception of the first production order which shall be twelve (12) weeks unless Licensee notifies ECSL otherwise in writing. The lead times for non-forecasted products shall be a maximum of twelve (12) weeks unless Licensee notifies ECSL otherwise in writing.

6. Discontinuing of Products . If, during the term of this Agreement, Licensee discontinues a Baseline EHC Product, other than after a Product Update Agreement, or an Updated EHC Product, other than after a Product Update Agreement, Licensee will provide at least six (6) months prior written notice of discontinuation of that product to ECSL. During the Term of this Agreement and for a period of at least two (2) years following the discontinuance of a product, Licensee shall make the Baseline Materials or Updated Baseline Materials, as the case may be, available free of charge to ECSL for use by ECSL in making the Baseline EHC Product or an Updated EHC Product.

7. Product Warranty .

7.1 Warranty . Licensee warrants that (a) the Baseline EHC Products and, if applicable, the Updated EHC Products will be new, free from any defects in material and workmanship and will conform to the Baseline Materials or the Updated Baseline Materials, as the case may be. The warranty period for all Baseline EHC Products and Updated EHC Products shall be the lesser of (a) one hundred eighty (180) days from the date of the FOB delivery and (b) ninety (90) days from the date of first sale of such Baseline EHC Product or Updated EHC Product to an end user customer. This warranty is conditioned upon proper treatment, storage and use of such Baseline EHC Products and Updated EHC Products, and is in lieu of all other

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obligations or liabilities on the part of Licensee arising out of or in connection with the Baseline EHC Products and Updated EHC Products. This warranty does not extend to any Baseline EHC Products and Updated EHC Products or parts thereof that have been subject to misuse, neglect, accident, unauthorized repair or similar treatment.

7.2 Limitation of Warranty EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE BASELINE EHC PRODUCTS AND UPDATED EHC PRODUCTS, BASELINE MATERIALS, UPDATED BASELINE MATERIALS, AND SERVICES ARE PROVIDED “AS IS” AND “WHERE IS”, AND LICENSEE MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY WITH RESPECT THERETO, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, IT BEING SPECIFICALLY UNDERSTOOD AND AGREED THAT LICENSEE DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR THE USE FOR WHICH THE BASELINE EHC PRODUCTS AND UPDATED EHC PRODUCTS, BASELINE MATERIALS AND UPDATED BASELINE MATERIALS WERE NOT MANUFACTURED OR INTENDED. LICENSEE DOES NOT WARRANT THAT THE OPERATION OF THE BASELINE EHC PRODUCTS AND UPDATED EHC PRODUCTS, BASELINE MATERIALS OR UPDATED BASELINE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE SHALL NOT BE LIABLE TO ECSL OR ANY THIRD PARTY FOR ANY TECHNICAL MALFUNCTION, TELECOMMUNICATION OR INTERNET OUTAGES OR PROBLEMS, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION.

7.3 Third Party Materials . LICENSEE DOES NOT PROVIDE ANY WARRANTY FOR ANY THIRD PARTY MATERIALS OR SERVICES.

7.4 Licensee Limitation of Liability . IN NO EVENT WILL LICENSEE BE LIABLE FOR (i) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, REPLACEMENT PARTS OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH ANY BASELINE EHC PRODUCTS AND UPDATED EHC PRODUCTS, BASELINE MATERIALS, UPDATED BASELINE MATERIALS OR SERVICES PROVIDED PURSUANT TO THE AGREEMENT OR OTHERWISE OR THE USE OR PERFORMANCE OF THE BASELINE EHC PRODUCTS AND UPDATED EHC PRODUCTS, BASELINE MATERIALS, UPDATED BASELINE MATERIALS OR SERVICES OR ANY BREACH OF ANY REPRESENTATION, WARRANTY OR OBLIGATION ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (ii) ANY CLAIMS OR DEMAND AGAINST ECSL BY ANY OTHER PERSON OR ENTITY, INCLUDING WITHOUT LIMITATION, ITS CUSTOMERS OR PATIENTS, ON ACCOUNT OF, OR ARISING FROM, THE USE, INABILITY TO USE, OR PERFORMANCE OF THE BASELINE EHC PRODUCTS AND UPDATED EHC PRODUCTS, BASELINE MATERIALS, UPDATED BASELINE MATERIALS OR SERVICES.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

7.5 Warranty Return Procedure.

a. Return Authorization . If any failure to conform to (a) the Baseline Materials is suspected in any Baseline EHC Products or (b) the Updated Baseline Materials is suspected in any Updated EHC Product (each, a “Defect”), under warranty, ECSL, after obtaining a return material authorization (“RMA”) form and number from Licensee, shall return, at ECSL’s cost, the product containing the Defect. Licensee shall issue ECSL an RMA number within two (2) business days of ECSL’s request to return the defective product. Licensee reserves the right to reject any Baseline EHC Products or Updated EHC Products or other item received from ECSL that does not have an authorized RMA number assigned. ECSL shall be responsible for the loss of such Baseline EHC Products and/or Updated EHC Products or items, and shall ensure that the returned Baseline EHC Products and/or Updated EHC Products or other items are properly packed, insured and returned to Licensee or its designee.

b. Repair or Replacement . Within thirty (30) calendar days of receipt of the defective product, Licensee shall, at Licensee’s option, either repair or replace the defective product and return it to ECSL in accordance with the terms and conditions of this Agreement. All repaired and replaced products shall be warranted for the remaining warranty period of the product that was repaired or replaced.

8. Pricing and Payment and Taxes .

8.1 Pricing . Pricing for each of the Baseline EHC Products and Updated EHC Products shall be Licensee’s [****] plus [****] percent ([****]).

8.2 Payment . All payments are due within thirty (30) days after date of shipment or invoicing whichever occurs first. Invoices shall be remitted to the billing address on the Purchase Order. All amounts payable by ECSL under the Agreement shall accrue interest at the rate of twelve percent (12%) per annum or the maximum allowable interest rate by law, whichever is less, commencing the date that is ten (10) days after the date that such payment is due until paid in full and ECSL shall reimburse Licensee for and hold Licensee harmless from and against any expenses, fees, costs or claims arising from or related to collection of any amounts payable and past due by ECSL.

8.3 Retention . ECSL acknowledges and agrees that until full payment is received by Licensee for all Baseline EHC Products and all Updated EHC Products, Licensee shall retain a security interest in and to such items for the purpose of securing payment from ECSL. Licensee shall have the right to execute and file financing statements evidencing Licensee’s security interest in a form satisfactory for filing with the relevant agencies and/or state authorities.

8.4 Taxes.  Licensors are not responsible for any sales, use, value-added, personal property or other taxes imposed on either Licensee’s or any sub-licensees’ use, possession, offer for sale, or sale of Licensed Products; provided that Cybercare and ECSL are each responsible for all relevant and applicable taxes on and/or related to the products that they purchase from Licensee and the products and services that they offer, sell or license, and for all taxes imposed on Cybercare’s or ECSL’s use, possession, offer for sale, or sale of Baseline EHC Products or Updated EHC Products. Licensee is not responsible for any sales, use, value-added, personal property or other taxes imposed on Cybercare’s or ECSL’s use, possession, offer for sale, or sale of Baseline EHC Products or Updated EHC Products. Each party shall be solely responsible for any taxes based on its own net income.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

9. Term and Termination .

(a) This Agreement shall run in perpetuity or, if terminated sooner, until the date of such termination (“Term”). The license to the Licensed Patents shall run until the last to expire of the Licensed Patents. The license to Licensor Copyrights shall run until the expiration of the last to expire of the Licensor Copyrights and the license to the Licensed Materials and the non-Patent Licensors Improvements shall run in perpetuity. The expiration of the aforementioned licenses on the Licensed Patents or Licensor Copyrights shall not be deemed to be a termination of the Agreement.

(b) Licensee may terminate this Agreement at any time upon sixty (60) days prior written notice to Licensors.

(c) Upon termination of this Agreement for any reason, Licensee shall within ninety (90) days cease all manufacture, use, offering for sale, sale and importing of Licensed Products; provided that Licensee shall have the right to complete the manufacturing of all Licensed Products that are in process of being manufactured and to sell off all existing inventory and all inventory completed pursuant to this Section beyond such period. To the extent reasonably practicable, each party shall promptly return and deliver to the other party all Confidential Information belonging to such party that is in its possession, and shall certify in writing that it has not knowingly retained any copies of such. Any customers that purchase Licensed Products from the Licensee or its distributors, resellers or Affiliates prior to the termination of the Agreement shall have the right to continue to use such products and Licensee and/or its distributors, resellers and/or Affiliates shall have the right to continue to service such customers.

10. Ownership of Rights and Obligations .

10.1 Ownership of Licensor Intellectual Property . Licensee acknowledges and agrees that title to and ownership of the Licensor Intellectual Property and all of the applicable intellectual property rights in and to the Licensor Intellectual Property is owned by Licensor or its licensors.

10.2 Ownership of Improvements . The parties shall have the right to make Improvements, and any such Improvement that is incorporated into the Baseline EHC Product pursuant to a Product Update Agreement shall be owned by ECSL. All Improvements that are the subject of a Product Update Agreement shall be deemed Licensed Materials for purposes of this Agreement.

10.3 Ownership of Services Improvements . Licensee shall have the right to make Services Improvements All Services Improvements shall be owned by Licensee and it shall have no obligation to provide any such improvements to any other party.

10.4 Governmental Submissions . All submissions to governmental agencies and other regulatory bodies, including, without limitation, for purposes of obtaining approvals, licenses or other permissions, is the sole responsibility of Licensee, and Licensors shall have no rights or obligations relating thereto.

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11. Representations and Warranties, Limitations, Limitation of Liability .

11.1 Representations and Warranties . Licensors represent and warrant to Licensee that (i) Licensors have full power and authority to enter into this Agreement and to grant the rights granted hereunder; (ii) Licensors have written agreements with the inventors, creators, and/or licensors of any of the patents, software, copyrights, and technology comprising the Licensor Intellectual Property sufficient for them to grant the rights to Licensee hereunder; (iii) the use and practice of the Licensor Intellectual Property, and the methods, processes and systems used to perform any services therewith shall not infringe upon or violate any trademark, trade secret, patent, copyright or other intellectual property or proprietary right of a third party; (iv) Licensors shall comply with all applicable laws, rules and regulations in the performance of their obligations hereunder; (v) Licensors’ execution and performance of this Agreement will not conflict with, violate, or otherwise result in a breach of the terms of any contract or agreement to which Licensors are bound, or any law, regulation, order, judgment or decree of any court, arbitrator or any other governmental or regulatory body binding upon Licensors; (vi) the Licensed Materials do not and will not contain anything that would disrupt, disable, harm, or otherwise (a) impede in any manner the Licensee’s or its customers’ systems (computer or otherwise) or operations, (b) impact in any way the Licensee’s or its customers use of the Licensed Products or (c) permit the Licensors or any third party to access Licensee’s or its customers’ systems (computer or otherwise) or operations; (vii) the Licensed Materials and the Baseline EHC Product will function substantially in accordance with the capabilities as indicated in any and all documents, specifications or other written or electronic materials related thereto and will not require any key or other code or password to enable their operation; and (viii) Licensors are not aware of any information that could form the basis of any claim relating to the Licensor Intellectual Property or the Electronic House Call Product.

11.2 Limitations . Nothing contained in this Agreement shall be construed as creating any form of license or rights under any patents, copyrights, mask works, trademarks, service marks, trade names, service names, trade dress, trade secrets, know-how, or confidential information owned or controlled by Licensors or Licensee, other than as specifically indicated herein.

11.3 Limitation of Liability .

a. IN NO EVENT SHALL ANY PARTY, ITS AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES, HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR THE COST OF SUBSTITUTE GOODS OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING IN ANY MANNER IN CONNECTION HEREWITH, OR OUT OF THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT PRODUCT LIABILITY, INFRINGEMENT OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN

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ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO ANY BREACH OF SECTIONS 11.1, 12 OR 16. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

12. Indemnification and Disclaimer .

12.1 Indemnification .

a. By Licensor . Each of the Licensors shall indemnify, defend and hold harmless Licensee and its officers, directors, representatives and agents against any claim, demand or cause of action (a) alleging infringement of any third party intellectual property rights based on the manufacture, use, offering for sale or sale of any Licensed Products, (b) based on or resulting from a breach of any provision of this Agreement by either of the Licensors, provided , that Licensee shall promptly notify Licensors upon learning of any such claim, demand or cause of action, or (c) based on or relating to any damage to property or injury to or death of any person resulting from or relating to any Licensed Products, provided , that Licensee shall promptly notify Licensors upon learning of any such claim, demand or cause of action, and provide Licensors with such assistance as reasonably requested by Licensors in defending against such claim, demand or cause of action.

b. By Licensee . Licensee shall indemnify, defend and hold harmless Licensors and its officers, directors, representatives and agents against any claims, demands or causes of action (a) based on the unauthorized making, using, offering for sale or selling of any Licensed Products by Licensee, or (b) based on or resulting from a breach of any provision of this Agreement by Licensee, provided , that Licensors shall immediately notify Licensee upon learning of any such claim, demand or cause of action, and provide Licensee with such assistance as reasonably requested by Licensee in defending against such claim, demand or cause of action.

12.2 Mitigation . In the event that any claim, demand or cause of action (“Claim”) is asserted against Licensors alleging infringement of any third party intellectual property rights resulting from the manufacture, use, offer for sale, sale or importing by Licensee of any of the Licensed Products, Licensors shall have the right to use commercially reasonable efforts to seek to resolve such Claim by one or more of the following: (a) working with Licensee to modify the Licensed Products such that they no longer infringe or (b) obtaining a license to the asserted intellectual property (the payments under which shall be borne by Licensors).

12.3 Disclaimer. It is expressly understood that Licensee is merely a supplier of the Baseline EHC Products and Updated EHC Products, if any, and it is in no way involved with or responsible for any judgment, determination, diagnosis, actions or omissions, made by ECSL or any of its customers or patients, or any of their respective successors, assigns, agents, employees or representatives. The Baseline EHC Products and Updated EHC Products, if any, are to be used for informational purposes, and are not intended to replace or supersede sound medical advice . Each end user is advised to consult with a medical physician before using any medical equipment or services or beginning any health regimen whatsoever. ECSL shall not represent or imply in any manner to any customer or patient or to any other person or

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

entity, or to any governmental or quasi-governmental bodies, agencies, and authorities (“Governmental Authorities”) that the provision to ECSL, or ECSL’s customers and patients or the use by any of them of the Baseline EHC Products or Updated EHC Products, if any, constitutes an endorsement or promotion by Licensee of any of them or the services that ECSL or its customers provide. Licensee shall not be responsible for monitoring the content of any information transmitted by ECSL or any of its customers or patients. ECSL shall be solely responsible and liable for, and Licensee shall have no responsibility or liability for, the costs or expenses of any equipment and services, including, without limitation, telephone lines, electricity or other utilities, used or required by ECSL or ECSL’s customers and patients to operate the Baseline EHC Products or Updated EHC Products, as the case may be. ECSL represents and warrants and covenants on the date hereof and throughout the Term of the Agreement that it has and will maintain all licenses, permits, approvals and authorizations necessary or appropriate from all Governmental Authorities to purchase and use the Baseline EHC Products and Updated EHC Products and ECSL will use and maintain all of the same strictly in accordance with, and otherwise will comply with, all laws, rules, regulations, guidelines, and ordinances of all Governmental Authorities (“Applicable Laws”). LICENSEE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, THAT THE PURCHASE, USE OR MAINTANANCE OF ANY OF THE BASELINE EHC PRODUCTS OR UPDATED EHC PRODUCTS COMPLIES WITH ANY APPLICABLE LAWS.

13. Marking . Licensee shall permanently mark with the numbers of issued Licensed Patents owned by Licensors all of the Licensed Products in accordance with 35 U.S.C. § 287 and in substantially the following form: “This product is covered by one or more of the following United States Patents: 5,987,519 and/or 6,112,224”.

14. Non Assignment .

14.1 The Agreement shall not be assigned or transferred in whole or in part by any party without the prior written consent of the others; provided , that a party may assign the Agreement without notice or prior written consent to an acquirer of all or substantially all of the assets or outstanding equity relating to such party’s business or portion of its business to which this Agreement or the Licensed Products relate. Any purported assignment or transfer in violation of this Section shall be void. This Agreement will bind and benefit the parties and their successors and assigns. Notwithstanding the above, Licensee may assign this Agreement to an entity that is an Affiliate of Licensee. The validity of any approved or allowable assignment of this Agreement or any of the rights or privileges under this Agreement shall be subject to the assignee agreeing in advance in writing to be bound by the terms of this Agreement.

15. Infringement by Third Parties . Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided , that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

16. Information and Confidentiality .

16.1 Confidentiality . Each of the parties acknowledges that the information relating to the Licensor Intellectual Property and other information provided by any party to any other party, including pursuant to this Agreement relates or will relate to information that is not or will not be publicly available (the “Confidential Information”). The Confidential Information provided hereunder is valuable, proprietary, and unique, and each of the parties agrees to maintain the confidentiality of the Confidential Information and to be bound by and observe the proprietary nature thereof as provided herein. Each of the parties agrees to take diligent action to fulfill its obligations hereunder by instruction or agreement with its employees, consultants, advisors or agents (whose confidentiality obligations shall survive termination of employment or agency) who are permitted access to the Confidential Information. Access shall only be given on a need-to-know basis, except as otherwise set forth herein or as may be permitted in writing by disclosing party. The terms and conditions of this Agreement are also confidential to the parties. No party shall disclose any such terms and conditions during the Term of the Agreement and thereafter without prior written approval by the other parties, except as required by law.

16.2 Injunctive Relief . Each party acknowledges and agrees that the unauthorized use or disclosure of the Confidential Information or any part thereof may cause irreparable injury to the other party, who shall therefore be entitled to seek injunctive relief to enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this Agreement, and without the need to post a bond even if ordinarily required.

16.3 Confidentiality Exceptions . Notwithstanding the provisions of this Section 16, the confidentiality obligations hereunder shall not apply to (i) information that is known to the public or is generally known within the industry or business, (ii) information that was legally acquired by Licensors or Licensee, as the case may be, from a third-party in good faith, provided that such disclosure by the third-party was not in breach of any agreement between such third-party and Licensors or Licensee, as the case may be, (iii) information that was required to be disclosed pursuant to law or order of a court having jurisdiction (provided that the party required so to disclose such Confidential Information shall offer the party owning such Confidential Information the opportunity to obtain an appropriate protective order or administrative relief against disclosure of such Confidential Information, when appropriate, provided that in the case of Licensee any disclosure pursuant to SEC requirements shall not require the prior notification of Licensor) and relating to enforcement of this Agreement, but only to the extent of any such required disclosure, and (iv) information that Licensee needs to disclose to existing and potential investors, subject to any such existing and potential investors agreeing to be bound by the confidentiality obligations hereunder.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

17. Survival . The terms of Articles 7, 8 (until all required payments have been made by Licensors), 10, 11, 12, 15, 16, 17, and Sections 2.1, 2.2, 8.4, 18.1-18.4, 18.7-18.9 and 18.11-18.15 shall survive the termination or expiration of this Agreement

18. General Provisions .

18.1 Choice of Law . This Agreement will be governed by, and construed and interpreted according to, the substantive laws of the State of Delaware, without regard to its choice of law provisions.

18.2 Choice of Forum . Any claim or action brought by a party hereto arising in any way out of this Agreement must be brought in the United States District Court for the Southern District of New York or, if subject matter jurisdiction cannot be obtained in that court, in any court of competent jurisdiction sitting in New York State. Licensors and Licensee hereby submit to the jurisdiction and venue of said courts for these purposes.

18.3 Rights in Bankruptcy . All rights and licenses to the Licensor Intellectual Property granted under or pursuant to any section of this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 101 et seq., licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code. Licensee shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code or equivalent legislation in any other jurisdiction with respect to such rights and licenses to the Licensed Patents.

18.4 Relationship of the Parties . The parties are independent contractors under this Agreement and the parties do not intend to create any partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or other special relationship. Neither party shall act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other party.

18.5 Force Majeure . No party to this Agreement shall be held responsible for the performance of any obligations under this Agreement provided such performance is hindered or prevented by any circumstances of Force Majeure which are riot, terrorism, strike, lock-out, flood, or other natural catastrophes or national or local Government regulations and provided the party frustrated notifies the other party without delay in writing at the beginning and end of any such circumstances. The party frustrated shall use every endeavour to minimize the hindrance or prevention of such fulfillment. Upon the ending of such circumstance, the frustrated party shall without delay resume the fulfillment of its obligations including any obligations, the performance of which was interrupted thereby.

18.6 Import and Export . The parties acknowledge that any Licensed Products, Baseline Materials, Updated Baseline Materials, and technical information provided under this Agreement may be subject to United States or other export laws and regulations and any use or transfer of such Licensed Products, Baseline Materials, Updated Baseline Materials, and technical information must be authorized under those laws and regulations. The parties agree that they will not use, distribute, transfer, or transmit the Licensed Products, Baseline Materials, Updated Baseline Materials, or technical information (even if incorporated into other products) except in

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

compliance with such export regulations. Each party shall cooperate with the other parties and provide reasonable supporting information under its control that is necessary or useful for such party to comply with such regulations to export the Baseline EHC Products and the Updated EHC Products.

18.7 Entire Agreement . The Agreement is the final and entire agreement between the parties relating to the subject matter and supersedes any and all prior or contemporaneous discussions, statements, representations, warranties, correspondence, conditions, negotiations, understandings, promises and agreements, oral and written, with respect to such subject matter.

18.8 No Reliance . The parties each acknowledge that, in entering into this Agreement, they have not relied upon any statements, representations, warranties, correspondence, negotiations, conditions, understandings, promises and agreements, oral or written, not specifically set forth in this Agreement. All of the parties represent that they are represented by legal counsel and have been fully advised as to the meaning and consequence of all of the terms and provisions of this Agreement.

18.9 Waiver; Modifications . No provision of this Agreement shall be waived unless set forth in writing and signed by the party effecting such waiver. No waiver of the breach of any of the terms or provisions of this Agreement shall be a waiver of any preceding or succeeding breach of this Agreement or any other provisions thereof. No waiver of any default, express or implied, made by any party hereto shall be binding upon the party making such waiver in the event of a subsequent default. This Agreement may only be modified or amended by a written agreement executed by each of the parties.

18.10 Notices . Any notices permitted or required under the provisions of this Agreement shall be in writing and shall be personally delivered, mailed by certified mail, postage prepaid or by facsimile transmission (with proof of transmission) or shall be sent by overnight courier service to the address of the relevant party as first set forth above. Cybercare, ECSL or Licensee may direct notices to be sent to such other address or Person as any party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered.

18.11 Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, void, illegal, or unenforceable in any respect, such invalidity, voidness, illegality or unenforceability shall not affect any other provision of this Agreement, and the remaining portions shall remain in full force.

18.12 Cooperation . Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto.

18.13 Titles . Some Sections of this Agreement have titles and some do not. The fact that some Sections hereof do not have titles shall have no significance. The titles are included for ease of reference only, and shall not be used to construe the meaning of this Agreement.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

18.14 Authority . All parties and authorized representatives signing this Agreement represent and warrant that they have authority to execute and enter into this Agreement.

18.15 Counterparts . This Agreement may be executed in multiple counterparts, all of which shall constitute a single agreement binding on the parties. Facsimile signatures shall be binding for all purposes.

IN WITNESS WHEREOF, the parties have executed this Patent and Technology License Agreement through their duly authorized representatives on the date set forth above.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “ Agreement ”) is made and entered into as of November 21, 2011 by and between Authentidate Holding Corp., a Delaware corporation (the “ Company ”), and EncounterCare Solutions, Inc. (the “ Holder ”). This Agreement is entered into pursuant to the terms and conditions of that certain Joint Venture Termination Agreement by and among the Company, the Holder and Express MD Solutions, LLC dated as of the date first set forth above (the “ Termination Agreement ”). Capitalized terms used herein have the respective meanings ascribed thereto in the Termination Agreement unless otherwise defined herein.

The parties hereby agree as follows:

1. Certain Definitions .

As used in this Agreement, the following terms shall have the following meanings:

“ Business Day ” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Common Stock ” means the Company’s common stock, $0.001 par value, and any securities into which such shares may hereinafter be reclassified.

“ Effectiveness Date ” means, with respect to the Registration Statement required to be filed hereunder, the 120 ^th calendar day following the Closing Date (or the 150 ^th calendar day following the Closing Date in the case of a Commission review of such Registration Statement).

“ Effectiveness Period ” shall have the meaning set forth in Section 3(a).

“ Holders ” means the Holders of the Registrable Securities identified in the Termination Agreement and any Affiliate or permitted transferee of any Holder who is a subsequent holder of any Registrable Securities.

“ Prospectus ” means (i) the prospectus included in any Registration Statement, 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 such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

“ Register ,” “ registered ” and “ registration ” refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

“ Registrable Securities ” means (i) the shares of Common Stock issued by the Company to the Holders pursuant to the Termination Agreement and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without restriction by the Holders pursuant to Rule 144.

“ Registration Statement ” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“ Required Holders ” means the Holders holding a majority of the Registrable Securities.

“ SEC ” or the “ Commission ” means the U.S. Securities and Exchange Commission.

“ 1933 Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

2. Registration .

(a) Registration Statement . Promptly following the closing of the transaction contemplated by the Termination Agreement (the “ Closing Date ”) but no later than ninety (90) days after the Closing Date (the “ Filing Deadline ”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A . Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Holders and their counsel prior to its filing or other submission.

(b) Expenses . The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, and listing fees. In no event shall the Company be responsible for any discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold, or any legal fees or other costs or expenses of the Holders.

(c) Effectiveness .

(i) Subject to the terms of this Agreement, the Company shall use commercially reasonable 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 commercially reasonable efforts to keep such Registration Statement continuously effective during the Effectiveness Period. The Company shall notify the Holders by facsimile or e-mail as promptly as practicable, and in any event, within two Business Days, after any Registration Statement is declared effective and shall simultaneously provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

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(ii) For not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include 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 the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “ Allowed Delay ”); provided, that the Company shall promptly (a) notify each Holder in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

(d) Rule 415; Cutback . If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Holder to be named as an “underwriter”, the Company shall use commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter”. The Holders shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Holders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “ Cut Back Shares ”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “ SEC Restrictions ”). Any cut-back imposed on the Holders pursuant to this Section 2(d) shall be allocated among the Holders on a pro rata basis and shall be applied first to any Conversion Shares, unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree.

3. Company Obligations . The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

(a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold without restriction pursuant to Rule 144 (the “ Effectiveness Period ”) and advise the Holders in writing when the Effectiveness Period has expired;

(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;

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(c) provide copies to and permit counsel designated by the Holders to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

(d) furnish to the Holders and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder that are covered by the related Registration Statement;

(e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;

(f) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Holders and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Holders and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;

(g) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;

(h) immediately notify the Holders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include 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 not misleading in light of the circumstances then existing; and

(i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in

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connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).

4. Obligations of the Holders .

(a) Required Information . Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Holder of the information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in the Registration Statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any of the Registrable Securities included in the Registration Statement. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Exhibit B (a “ Selling Shareholder Questionnaire ”) not less than two Business Days prior to the Filing Date or by the end of the fourth Business Day following the date on which such Holder receives draft materials in accordance with this Section. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any damages to such Holder who fails to furnish to the Company a fully completed Selling Shareholder Questionnaire at least two Business Days prior to the Filing Date. The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the Shares.

(b) Each Holder, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(c) Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

(d) Compliance . 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 a Registration Statement.

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5. Indemnification .

(a) Indemnification by the Company . The Company will indemnify and hold harmless each Holder and its officers, directors, members, partners, employees and agents, successors and assigns, and each other person, if any, who controls such Holder within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on a Holder’s behalf and will reimburse such Holder, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) a Holder’s failure to comply with the prospectus delivery requirements of the 1933 Act, (ii) the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective, or (iii) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder or any such controlling person in writing specifically for use in such Registration Statement or Prospectus or Blue Sky Application.

(b) Indemnification by the Holders . Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) such Holder’s failure to comply with the prospectus delivery requirements of the 1933 Act; (ii) 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; or (iii) any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein not misleading, (A) to the extent, but only to the extent that (1) such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (2)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 (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or willful misconduct by such Holder.

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(c) Conduct of Indemnification Proceedings . Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided , further , that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

Subject to the terms of this Agreement, all reasonable fees and expenses of an 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; provided, that the indemnified party shall promptly reimburse the indemnifying party for that portion of such fees and expenses applicable to such actions for which it is finally judicially determined (not subject to appeal) such indemnified party is not entitled to indemnification hereunder.

(d) Contribution . If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 5 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation except in the case of fraud or willful misconduct by such Holder.

6. Miscellaneous .

(a) Amendments and Waivers . This Agreement may be amended only by a writing signed by the Company and the Required Holders. The Company may take any action herein

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prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Required Holders. 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 certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided , however , that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(b) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via e-mail to the e-mail address provided on the signatures pages attached hereto or via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2 ^nd ) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

(c) Assignments and Transfers by Holders . The provisions of this Agreement shall be binding upon and inure to the benefit of the Holders and their respective successors and assigns. A Holder may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Holder to such person, provided that such Holder complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

(d) Assignments and Transfers by the Company . This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Holders, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Holders in connection with such transaction unless such securities are otherwise freely tradable by the Holders after giving effect to such transaction.

(e) Benefits of the Agreement . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall

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create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(g) Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(h) Severability . 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 commercially 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.

(i) Further Assurances . The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

(j) Entire Agreement . This Agreement, together with the exhibits and schedules hereto and thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

(k) Governing Law; Consent to Jurisdiction . 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 agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the 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 or is an inconvenient venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) 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 other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(l) WAIVER OF JURY TRIAL . IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE

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PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Remainder of page intentionally left blank. Signature pages follow.

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IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.

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The Holder:

With a copy to (which shall not constitute notice):

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Exhibit A

Plan of Distribution

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock 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 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. 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.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

Each selling stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

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We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

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Exhibit B

Authentidate Holding Corp.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “ Common Stock ”), of Authentidate Holding Corp., Inc., a Delaware corporation (the “ Company ”), (the “ Registrable Securities ”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form             (the “ Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of [            , 2011] (the “ Registration Rights Agreement ”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “ Selling Securityholder ”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

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Yes   ¨              No   ¨

Yes   ¨              No   ¨

Yes   ¨             No   ¨

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Yes   ¨              No   ¨

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

Is the Company a party in any pending legal proceeding in which you are named as an adverse party?

Yes                        No                

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State any exceptions here:

The undersigned hereby acknowledges and is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling:

“An Issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

In the event that the Company is required to file a new or additional registration statement to register shares of Common Stock beneficially owned by the undersigned, the undersigned hereby agrees to complete and return to the Company, upon the request of the Company, a new Questionnaire (in a form substantially similar to this Questionnaire).

In the event that the undersigned transfers all or any portion of the Company’s Common Stock after the date on which the information in this Questionnaire is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations hereunder.

By signing below, the undersigned represents that the information provided herein is accurate and complete. The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

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IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Michael A. Goldstein, Esq.

Becker & Poliakoff, LLP

45 Broadway, 8 ^th Floor

New York, NY 10006

Fax: (212) 557-0295

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