Nominating and Corporate Governance Committee

Authentidate Holding Corp.
Nominating and Corporate Governance Committee Charter
Effective as of December 19, 2003

A. PURPOSE AND SCOPE

The primary function of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Authentidate Holding Corp. (the “Company”) in fulfilling
its responsibilities by:
(i) reviewing and making recommendations to the Board regarding the Board’s composition and
structure, establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board members; and
(ii) establishing, implementing and monitoring policies and processes regarding principles of
corporate governance in order to ensure the Board’s compliance with its fiduciary duties to the Company and its shareholders; and
(iii) making recommendations regarding proposals submitted by shareholders of the Company.

B. COMPOSITION AND MEETINGS

The Committee shall be comprised of a minimum of two members of the Board as appointed by the Board, each of whom shall meet any independence requirements promulgated by the Securities and Exchange Commission, the National Association of Securities Dealers, any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company (collectively a “Regulatory Body”), and each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

The members of the Committee shall be elected by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee shall meet in person or telephonically at least three times per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.

The Committee shall report its actions to the Board and keep written minutes of its meetings which shall be recorded and filed with the books and records of the Company. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

C. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:
1. Determine, from time to time as appropriate, the criteria for qualification and selection of directors for election to the Board. The Committee shall also assist the Board in developing a strategy to attract and retain qualified members for the Board.
2. Review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company, as determined by the Committee.
3. Develop and recommend to the Board for approval standards and processes for determining the independence of Board members that meet the requirements that may be adopted, from time to time, by any Regulatory Body or required by law. In addition, in accordance with such processes and using such standards, the Committee shall conduct a preliminary review of the independence of each Director and provide its findings and make appropriate recommendations to the Board.
4. Evaluate the performance of current Board members proposed for reelection, and make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection.
5. Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with corporate governance principles adopted by the Board or required by law or any Regulatory Body, for cause or for other appropriate reason.
6. Review and recommend to the Board an appropriate course of action upon the resignation of current Board members, or any planned expansion of the Board, and review the qualifications, experience and fitness for service on the Board of any potential new members of the Board.
7. Evaluate and recommend to the Board the appointment of Board members to committees of the Board.
8. Identify, evaluate and approve a slate of nominees for election to the Board and, as may be necessary, nominees to fill any vacancies on the Board, and review the qualifications, experience and fitness for service on the Board of any potential members of the Board.
9. Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.
10. To the extent deemed necessary by the Committee, engage outside counsel and/or independent consultants to review any matter under its responsibility.
11. Develop and oversee the operation of an orientation program for new directors and determine whether and what form of continuing education for Directors is appropriate.
12. Develop and recommend to the Board, written corporate governance principles, including all subjects required to be addressed by any Regulatory Body or applicable law, and any other matters deemed appropriate by the Committee.
13. Periodically review the adequacy and appropriateness of the Company’s corporate governance principles, including Board processes, and make recommendations to the Board concerning any amendments to those principles.
14. Review material breaches of the governance principles and recommend to the Board appropriate action in response to such breaches.
15. At least once every three years, review and make recommendations to the Board regarding the components and amount of Board compensation.
16. Take such other actions regarding the Company’s corporate governance that are in the best interests of the Company and its shareholders as the Committee shall deem appropriate or as shall otherwise be required by any Regulatory Body and any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Committee’s purpose.

D. COMMITTEE REPORTS

The Committee shall produce the following reports and provide them to the Board:
1. An Annual Report of the Committee to the Board, which shall include an annual performance evaluation of the Committee’s work, including an evaluation of whether the Committee has performed its duties and met its responsibilities as required by this Charter. As part of the performance evaluation, the Committee shall also consider and recommend to the Board any improvements to the Charter deemed appropriate by the Committee.
2. A summary of the matters discussed, material reviewed and actions taken at each Committee meeting, which shall be presented to the Board at its next meeting.

E. RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall also have the authority to obtain advice and assistance from internal or
external legal, accounting or other experts, advisors and consultants to assist in carrying out its duties and responsibilities, and shall have the authority to retain and approve the fees and other retention terms for any external experts, advisors or consultants.