1
Exhibit 4.9
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER SHARES
C 0
SEE REVERSE SIDE FOR CERTAIN
CONDITIONS AND RESTRICTIONS
AUTHENTIDATE HOLDING CORP.
9,000 SHARES SERIES C CONVERTIBLE PREFERRED STOCK
PAR VALUE $.10
SEE REVERSE SIDE FOR CERTAIN RESTRICTIONS.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
This is to Certify that ________________________________________ is the owner of
________________________________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE
SERIES C CONVERTIBLE PREFERRED STOCK OF
AUTHENTIDATE HOLDING CORP.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney, upon surrender of this Certificate, properly
endorsed.
Witness, the seal of the Corporation and the signatures of its duly authorized
officers.
Dated:
_________________________ _______________________
SECRETARY/TREASURER PRESIDENT
2
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<Table>
TEN COM --as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT --as tenants by the entireties -----------------------------
JT TEN --as joint tenants with right of
survivorship and not as tenants (Cust) (Minor)
in common under Uniform Gifts to Minors
Act
-------------------------
(State)
</Table>
Additional abbreviations may also be used though not in the above list.
CONVERSION INSTRUCTIONS
To: Authentidate Holding Corp.
Office of President
2165 Technology Drive
FOR Schenectady, New York 12308
CONVERSION The undersigned hereby irrevocably exercises the right to
convert shares of the Series C Convertible Preferred
USE Stock, represented by this Certificate into shares of
Common Stock of the Corporation in accordance with the provisions
ONLY of the Certificate of Incorporation of the Corporation
Dated:
Signature
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PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
NOTICE: The signature in these instructions
must correspond with the name as
written upon the face of the
Certificate in every particular,
without alteration or enlargement or
any change whatever.
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
/ /
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
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Shares
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of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE
NOTICE: NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By
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THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17A6-14.
The Shares represented by this certificate and the common stock issuable upon
conversion of this certificate have not been registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws and have been offered and sold only to persons outside the
United States pursuant to an exemption from registration provided by Regulation
S of the Securities Act. The holder of this certificate (and the common stock
issuable upon conversion), during the period of time commencing on ,
2001 and expiring one year from such date, may not offer, sell, deliver or
transfer such shares, directly or indirectly, in the United States or to, or
for the benefit of, any U.S. Person (as such terms are defined in Regulation S
under the Securities Act) unless such action is (A) pursuant to a registration
statement which has been declared effective under the Securities Act, (B)
pursuant to offers and sales to non-U.S. persons that occur outside the United
States within the meaning of Regulation S under the Securities Act in a
transaction meeting the requirements of Rule 904 under the Securities Act, or
(C) pursuant to another available exemption from the registration requirements
of Securities Act, and in each case only upon delivery of the company of such
opinion of counsel, certificates, and/or other information reasonably required
by the company to prove compliance with this paragraph. The holder of this
security further agrees not to engage in any hedging transactions involving
these securities, unless such transactions meet the requirements of and are in
compliance with the Securities Act.