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Business Services Industry

AuthentiDate Holding Corp. Closes Financing Transaction with Banca del Gottardo

Business Wire, May 15, 2001

Business Editors

NEW YORK--(BUSINESS WIRE)--May 15, 2001

AuthentiDate Holding Corp. (Nasdaq: ADAT), today announced that it has obtained $4,000,000 in gross proceeds from a private financing from Banca del Gottardo of Switzerland.

Under the terms of the equity transaction, the Company sold 4,000 shares of its newly created Series C Convertible Preferred Stock, and warrants to purchase 83,000 shares of Common stock. The Preferred Stock pays an annual 4% dividend, payable in cash or stock at the Company's election, until conversion or redemption. The conversion price is not subject to any resets or adjustment for changes in the market price of the Company's common stock. The Preferred Stock is convertible into Common Stock at $4.845 per share and the warrants are exercisable at $4.845 per share and exercisable for five years from the date of issue.

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The Company has agreed to register for resale the shares of Common Stock which may be obtained upon conversion of the preferred stock and exercise of the warrants. The Company is obligated to file the registration statement within 180 days.

The Company received approximately $3,800,000 in net proceeds after payment of commissions and expenses. The proceeds of this financing will be used to increase the business development, marketing and sales efforts for the AuthentiDate services, along with general working capital needs of the Company.

The transaction was completed under Regulation S of the Securities Act of 1933. The securities sold in the offering are restricted securities under Regulation S and may not be sold or transferred in the United States for a period of one year, except pursuant to registration under the Securities Act or an exemption therefrom.

According to John Botti, CEO, and Chairman of the Board of AuthentiDate Holding Corp., "We are very pleased to have Banca del Gottardo provide additional capital to accelerate the growth of AuthentiDate and take advantage of attractive market opportunities in the secure content delivery marketplace. In addition to Banca del Gottardo recognizing the value of being a long term investor in the Company, we were able to secure investment terms that, unlike those often undertaken in today's tight investment market, do not include resets and recalculations in the conversion prices or other draconian provisions."

AuthentiDate - "The Trusted Content Authority"

As businesses move toward the need for secure and guaranteed content, AuthentiDate position's itself as the Trusted Content Authority. AuthentiDate's patent pending technology addresses the need for the verification of digital information in all business processes. The AuthentiDate solution will eliminate the possibility of altering any type of electronic file without detection, enabling users to authenticate a file's originality and true evidentiary status, insured by all parties. By "AuthentiDating" electronic files, customers are provided a time and date stamped record of a file's content. At any time in the future, they are able to check a document, spreadsheet, e-mail, digital image and digital recording against the stored AuthentiDate code, to prove its originality.

AuthentiDate(TM)Holding Corp. (Nasdaq: ADAT) operates three business units; AuthentiDate(TM)Inc., DocStar and DJS Marketing Group(d/b/a Computer Professionals International). AuthentiDate, Inc. has received patent-pending status for its innovative technology that can verify the authenticity of digital data with virtual certainty. DocSTAR is a complete, turnkey solution for storing and retrieving paper files electronically. DJS Marketing Group/Computer Professionals International performs computer integration services and sells computer products.

Banca del Gottardo

Banca del Gottardo, a joint-stock company under Swiss law established in Lugano in 1957, provides its private and institutional clients with a complete range of services typical of Swiss universal banks. Since the beginning of 1999, Banca del Gottardo has been part of the Rentenanstalt/Swiss Life Group, the country's leading life insurer.

The bank's portfolio management activities are complemented by securities, foreign exchange and capital market operations, by corporate advisory services, and by sophisticated structured transactions known as financial engineering.

The Banca del Gottardo Group employs more than 1,400 people in Switzerland, Europe, and Worldwide (in Nassau and through its representative offices in Buenos Aires, Caracas, Hong Kong and Sao Paulo). Their network includes affiliated banks and financial institutions in Switzerland, Austria, France, Greece and Italy.

Business Services Industry

AuthentiDate Holding Corp. Closes Financing Transaction with Banca del Gottardo

Business Wire, May 15, 2001

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