Unassociated Document


    AMENDMENT

    TO
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF WORLDGATE COMMUNICATIONS,
INC.

    


    THIS AMENDMENT TO WARRANT TO PURCHSE
SHARES OF COMMON STOCK OF WORLDGATE COMMUNICATIONS, INC. (this “Amendment”) is entered into
this 27th day of January, 2011, by and between (i) WorldGate Communications,
Inc., a Delaware corporation (“Company”), and (ii) ACN DIGITAL PHONE SERVICE,
LLC, a Delaware limited liability company (“Holder”).

    Recitals

     

    A.           Holder
and Company have entered into that certain Warrant to Purchase Shares of Common
Stock of WorldGate Communications, Inc. dated April 6, 2009 (the “Warrant
Agreement”). Any defined terms used in this Amendment shall, if not otherwise
defined herein, have the meanings ascribed to them in the Warrant
Agreement.

     

    B.           As
of the effective date of this Amendment, the Holder has purchased and made
payment for an aggregate of 99,440 units of Product under the Commercial
Agreement, and therefore a total of 6,369,983 shares have vested and become
exercisable under the terms of the Warrant Agreement.

     

    C.           Holder
has requested that the Warrant Agreement be amended to change the time when the
otherwise unvested Warrant Shares shall vest and become exercisable under the
provisions of the Warrant Agreement.  The parties hereto do not intend
to modify the status of any shares that have vested and become exercisable under
the Warrant Agreement as of the date of this Amendment.

     

    Agreement

     

    Now,
Therefore, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:

     

    1. Amendment to Warrant
Agreement.  The Warrant Agreement is hereby amended as
follows:

     

    


    A.           Section
2 of the Warrant Agreement is hereby deleted in its entirety, and the following
language shall be substituted in its place and stead:

    


    “2.           Vesting.                      Subject
to the terms of this Warrant, the Warrant Shares (or the applicable portion
thereof) shall become fully vested and immediately exercisable in such number
and amounts as are set forth in the following table upon the Payment Date for
purchases made under the Commercial Agreement:

    


     

    
      
        
          
            
              
                	
                        Number of Units of Product

                      	
                        Warrant Shares

                      
	 
      	 
      
	
                        First
      99,440 Units

                      	
                        6,369,983

                      
	
                        Next
      200,560 Units

                      	
                        31,849,914

                      


              

            

          

        

      

    

    
 

    For
purposes of clarity, as of December 31, 2010, a total of 99,440 units of Product
have been purchased by Holder under the Commercial Agreement and 6,369,983
shares have vested and become exercisable under this Agreement, and (2) the
remaining 31,849,914 shares shall vest and become exercisable upon the Payment
Date for the remaining portion of the 300,000 units of Product purchased by
Holder under the Commercial Agreement."

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Effect of
Amendment.  Except as expressly modified by this Amendment, the
Warrant Agreement shall remain in full force and effect in accordance with its
terms.  Each reference in the Warrant Agreement (including, without
limitation, references to “this Warrant”) shall mean and be a reference to the
Warrant Agreement, as amended by this Amendment.

     

    3. Limitation
of Amendments.

     

    3.1 The
amendment set forth above is effective for the purposes set forth herein and
shall be limited precisely as written and shall not be deemed to be a consent to
any other change to the Warrant Agreement.

     

    4. Counterparts.  This
Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

     

    5. Effectiveness.  This
Amendment shall be deemed effective as of December 31, 2010.

     

    


    [Signature
page follows.]

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date first above
written.

    


    
      
        	
                COMPANY:

                 

                WORLDGATE
      COMMUNICATIONS, INC.

                 

                By:
      /s/Christopher
      V.
      Vitale                                                 

                Name:  Christopher
      V. Vitale

                Title:  Senior
      Vice President, Legal and Regulatory,

                  General
      Counsel and Secretary 

                 

                 

              	
                HOLDER:

                 

                ACN
      DIGITAL PHONE SERVICE, LLC

                 

                By:  American
      Communication Services, Inc., its sole member

                 

                      By:
      /s/David
      Stevanovski                           

                      Name:
      Dave Stevanovski

                      Title:
      President