WARRANT AGREEMENTWarrant Agreement • September 16th, 2002 • Worldgate Communications Inc • Cable & other pay television services • Delaware
This Warrant Agreement (the "Agreement"), made and entered into as of , 2002, by and between WORLDGATE COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent"),
SUBSCRIPTION RIGHTS AGREEMENTSubscription Rights Agreement • September 16th, 2002 • Worldgate Communications Inc • Cable & other pay television services • Pennsylvania
This Subscription Rights Agreement (the "Agreement"), made and entered into as of this day of 2002, by and between WORLDGATE COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Subscription Agent"),
Rights VOID AFTER , 2002 WORLDGATE COMMUNICATIONS, INC. Incorporated under the laws of the State of Delaware SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non- Transferable Rights to Purchase Units consisting of Common Stock and Warrants Subscription...Subscription Rights Agreement • September 16th, 2002 • Worldgate Communications Inc • Cable & other pay television services
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of rights set forth above, each of which entitles the owner to subscribe for and purchase the same number of Units, consisting of one share of common stock, $0.01 par value per share, and one redeemable common stock purchase warrant of WorldGate Communications, Inc. (the "Company"), a Delaware corporation, on the terms and subject to the conditions set forth in the Prospectus and the Subscription Rights Agreement and Instructions relating thereto on the reverse side hereof and in the Instructions as to the use of this certificate included in the mailing. The non-transferable Rights represented by this Subscription Certificate may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the subscription price for each Unit as described on the reverse side hereof. Prior to the exercise of any Rights represented hereby, the Registered Owner sh
WORLDGATE COMMUNICATIONS, INC. DEALER/MANAGER AGREEMENTDealer/Manager Agreement • September 16th, 2002 • Worldgate Communications Inc • Cable & other pay television services • New York
INFORMATION AGENT AGREEMENTInformation Agent Agreement • September 16th, 2002 • Worldgate Communications Inc • Cable & other pay television services
This Agreement sets forth the terms and conditions under which Innisfree M&A Incorporated ("Innisfree") has been retained by WorldGate Communications, Inc. ("WorldGate") to act as Information Agent in connection with its Rights Offering (the "Offering"). The term of the Agreement shall be the later of (i) 60 days from the date of execution of this Agreement or (ii) the date WorldGate's Registration Statement on Form S-1 (the "Registration Statement) filed in connection with the Offering becomes effective under the Securities Act of 1933, unless further extended by WorldGate. In the event of such extension, WorldGate will pay Innisfree additional fees to be mutually determined.
