Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
August 3, 2005, by and among WorldGate Communications, Inc., a
Delaware corporation (the “Company”), and the investors signatory hereto (each
an “Investor” and collectively, the “Investors”).


 


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of
the date hereof among the Company and the Investors (the “Purchase Agreement”).


 


The
Company and the Investors, intending to be legally bound, hereby agree as
follows:


 


1.                                       Definitions.  Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement will have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following
terms have the respective meanings set forth in this Section 1:


 


“Advice”
has the meaning set forth in Section 6(d).


 


“Effective
Date” means the date that the Registration Statement filed pursuant to Section 2(a) or
2(b) is first declared effective by the Commission.


 


“Effectiveness
Date” means (a) with respect to the initial Registration Statement
required to be filed under Section 2(a), the earlier of:  (a)(i) the 120th calendar day following
the Closing Date, and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that the initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments, and (b) with respect to any additional Registration Statements
that may be required pursuant to Section 2(b), the earlier of (i) the
120th calendar day following (x) if such Registration Statement is required
because the Commission shall have notified the Company that certain Registrable
Securities were not eligible for inclusion on a previously filed Registration
Statement, the date or time on which the Commission shall indicate as being the
first date or time that such Registrable Securities may then be included in a
Registration Statement, or (y) if such Registration Statement is required for a
reason other than as described in (x) above, the date on which the Company
first knows, or reasonably should have known, that such additional Registration
Statement(s) is required, and (ii) the fifth Trading Day following the
date on which the Company is notified by the Commission that such additional
Registration Statement will not be reviewed or is no longer subject to further
review and comments.


 


“Effectiveness
Period” has the meaning set forth in Section 2(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


1





















 


“Filing
Date” means (a) with respect to the initial Registration Statement
required to be filed under Section 2(a), the 30th calendar day following
the Closing Date, and (b) with respect to any additional Registration
Statements that may be required pursuant to Section 2(b), the 60th
calendar day following (x) if such Registration Statement is required because
the Commission shall have notified the Company that certain Registrable
Securities were not eligible for inclusion on a previously filed Registration
Statement, the date or time on which the Commission shall indicate as being the
first date or time that such Registrable Securities may then be included in a
Registration Statement, or (y) if such Registration Statement is required for a
reason other than as described in (x) above, the date on which the Company
first knows, or reasonably should have known, that such additional Registration
Statement(s) is required.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time
of Registrable Securities.


 


“Indemnified
Party” has the meaning set forth in Section 5(c).


 


“Indemnifying
Party” has the meaning set forth in Section 5(c).


 


“Losses”
has the meaning set forth in Section 5(a).


 


“New
York Courts” means the state and federal courts sitting in the City of New
York, New York.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means:  (i) the Shares, (ii) the
Underlying Shares and (iii) any securities issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event,
or any adjustment with respect to any of the Shares or the Underlying Shares.


 


“Registration
Statement” means the initial registration statement required to be filed in
accordance with Section 2(a) and any additional registration
statement(s) required to be filed under Section 2(b), including (in each
case) the Prospectus, amendments and supplements to such registration
statements or Prospectus, including pre- and post-effective amendments, all


 





















 


exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference
therein.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means the shares of Common Stock issued to the Investors pursuant to the
Purchase Agreement.


 


“Underlying
Shares” means the shares of Common Stock issuable to the Investors upon
exercise of the Additional Investment Rights and the Warrants (as each such
term is defined in the Purchase Agreement.


 


2.                                       Registration.


 


(a)                                  On
or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415,
on Form S-1 or Form SB-2 (or on such other form appropriate for such
purpose).  Such Registration Statement
shall contain (except if otherwise required pursuant to written comments
received from the Commission upon a review of such Registration Statement) the “Plan
of Distribution” attached hereto as Annex A. 
The Company shall cause such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no
later than its Effectiveness Date, and shall use its reasonable best efforts to
keep the Registration Statement continuously effective under the Securities Act
until the date which is the earlier of (i) two years after its Effective
Date, (ii) such time as all of the Registrable Securities covered by such
Registration Statement have been publicly sold by the Holders, or (iii) such
time as all of the Registrable Securities covered by such Registration
Statement may be sold by the Holders pursuant to Rule 144(k) (the “Effectiveness
Period”).


 


(b)                                 If
for any reason the Commission does not permit all of the Registrable Securities
to be included in the Registration Statement filed pursuant to Section 2(a),
or for any other reason any outstanding Registrable Securities are not then
covered by an effective Registration Statement, then the Company shall prepare
and file by the Filing Date for such


 





















 


Registration Statement,
an additional Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415,
on Form S-1 or Form SB-2 (or on such other form appropriate for such
purpose).  Each such Registration
Statement shall contain (except if otherwise required pursuant to comments
received from the Commission upon a review of such Registration Statement) the “Plan
of Distribution” attached hereto as Annex A. 
The Company shall cause each such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, by
its Effectiveness Date, and shall use commercially reasonable efforts to keep
such Registration Statement continuously effective under the Securities Act
during the entire Effectiveness Period.


 


(c)                                  Promptly
following any date on which the Company becomes eligible to use a registration
statement on Form S-3 to register the Registrable Securities for resale
(but in no event later than 30 days), the Company shall file a registration
statement on Form S-3 covering the Registrable Securities (or a post-effective
amendment on Form S-3 to the then effective Registration Statement) and
shall cause such Registration Statement to be declared effective as soon as
possible thereafter, but in any event prior to the Effectiveness Date
therefor.  Such Registration Statement
shall contain (except if otherwise required pursuant to comments received from
the Commission upon a review of such Registration Statement) the “Plan of
Distribution” attached hereto as Annex A. 
The Company shall cause such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, by
its Effectiveness Date, and shall use its reasonable best efforts to keep such
Registration Statement continuously effective under the Securities Act during
the entire Effectiveness Period.


 


(d)                                 If:  (i) a Registration Statement is not
filed on or prior to its Filing Date, or (ii) a Registration Statement is
not declared effective by the Commission on or prior to its required
Effectiveness Date, or (iii) after its Effective Date, without regard for
the reason thereunder or efforts therefore, such Registration Statement ceases
for any reason to be effective as to all Registrable Securities to which it is
required to cover at any time prior to the expiration of its Effectiveness
Period for more than an aggregate of 20 Trading Days (which need not be
consecutive) (any such failure or breach being referred to as an “Event,” and
for purposes of clauses (i) or (ii) the date on which such Event
occurs, or for purposes of clause (iii) the date which such 20 Trading
Day-period is exceeded, being referred to as “Event Date”), then in addition to
any other rights the Holders may have hereunder or under applicable law:  on each such Event Date, and on each monthly
anniversary of each such Event Date (pro rated for partial months) until the
applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the
aggregate Investment Amount paid by such Holder for Shares pursuant to the
Purchase Agreement.


 


(e)                                  Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder Questionnaire”) within
five Trading Days after a request therefor. 
The Company shall not be required to include the Registrable Securities
of a Holder in a Registration Statement and shall not be required to pay any
liquidated or other damages under Section 2(d) to any Holder who
fails to timely furnish to the Company a fully completed Selling Holder
Questionnaire.


 





















 


3.                                       Registration
Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company
shall:


 


(a)                                  Not
less than four Trading Days prior to the filing of a Registration Statement or
any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to each Holder copies of the “Selling Stockholders” section of
such document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed which documents will be subject to the
review of such Holder.  The Company shall
not file a Registration Statement, any Prospectus or any amendments or
supplements thereto in which the “Selling Stockholder” section thereof
differs in any material respect from the disclosure received from a Holder in
its Selling Holder Questionnaire (as amended or supplemented).


 


(b)                                 (i) Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly
as reasonably possible to any comments received from the Commission with
respect to each Registration Statement or any amendment thereto and, as
promptly as reasonably possible provide the Holders true and complete copies of
all correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange
Act with respect to the Registration Statements and the disposition of all
Registrable Securities covered by each Registration Statement.


 


(c)                                  Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A) below,
not less than three Trading Days prior to such filing) and (if requested by any
such Person) confirm such notice in writing no later than one Trading Day
following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed; (B) when
the Commission notifies the Company whether there will be a “review” of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders that pertain
to the Holders as a Selling Stockholder or to the Plan of Distribution, but not
information which the Company believes would constitute material and non-public
information); and (C) with respect to each Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for
additional


 





















 


information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose, and of the resolution of
any such stop order; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event that makes the financial
statements included in a Registration Statement ineligible for inclusion
therein or any statement made in such Registration Statement or Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 


(d)                                 Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.


 


(e)                                  Furnish
to each Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto and all exhibits to the
extent requested by such Person (including those previously furnished) promptly
after the filing of such documents with the Commission.


 


(f)                                    Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request.  The Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities
covered by such Prospectus and any amendment or supplement thereto.


 


(g)                                 Prior
to any public offering of Registrable Securities, to register or qualify or
cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as the selling Holders shall
reasonably request, to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any
and all other acts or things necessary or advisable to enable the disposition
in such jurisdictions of the Registrable Securities covered by the Registration
Statements.


 


(h)                                 Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a
transferee pursuant to the Registration Statements, which certificates shall be
free, to the extent permitted by the


 





















 


Purchase Agreement, of
all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holders may
request.


 


(i)                                     Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly
as reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 


4.                                       Registration
Expenses.  All fees and expenses
incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to a Registration Statement. 
The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to
filings required to be made with any Trading Market on which the Common Stock
is then listed for trading, and (B) in compliance with applicable state
securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested
by the holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with
the consummation of the transactions contemplated by this Agreement.  In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.


 


5.                                       Indemnification.


 


(a)                                  Indemnification
by the Company.  The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, investment advisors, partners,
members and employees of each of them, each Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, agents and employees of each
such controlling Person, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission


 





















 


or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not
misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished to the Company by such Holder for use therein, or to the
extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and approved
by such Holder for use in the Registration Statement, such Prospectus or such
form of Prospectus or in any amendment or supplement thereto (it being
understood that the Holder has approved Annex A hereto for this purpose) or (2) in
the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of an Advice or an amended or
supplemented Prospectus.  The Company
shall notify the Holders promptly of the institution, threat or assertion of
any Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.


 


(b)                                 Indemnification
by Holders.  Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising solely out of or based solely
upon:  (x) such Holder’s failure to
comply with the prospectus delivery requirements of the Securities Act or (y)
any untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto, or arising solely out of or based solely upon any omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading to the extent, but only to the extent that, (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished to the Company by such Holder for use therein, or to the
extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and approved
by such Holder for use in the Registration Statement (it being understood that
the Holder has approved Annex A hereto for this purpose), such Prospectus or
such form of Prospectus or in any amendment or supplement thereto or (2) in
the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of an Advice or an amended or
supplemented Prospectus.  In no event
shall the liability of any selling Holder hereunder be greater in amount than
the dollar amount of the net proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.


 


(c)                                  Conduct
of Indemnification Proceedings.  If
any Proceeding shall be brought or asserted against any Person entitled to
indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall
promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the


 





















 


payment of all fees and
expenses incurred in connection with defense thereof; provided, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have proximately and
materially adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised in writing by counsel
that a conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if
such Indemnified Party notifies the Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such Proceeding.


 


All
fees and expenses of the Indemnified Party (including reasonable fees and
expenses to the extent incurred in connection with investigating or preparing
to defend such Proceeding in a manner not inconsistent with this Section) shall
be paid to the Indemnified Party, as incurred, within ten Trading Days of
written notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).


 


(d)                                 Contribution.  If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of
such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or


 





















 


alleged omission of a
material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission.  The
amount paid or payable by a party as a result of any Losses shall be deemed to
include, subject to the limitations set forth in Section 5(c), any
reasonable attorneys’ or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to in the immediately preceding
paragraph.  Notwithstanding the
provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.


 


The
indemnity and contribution agreements contained in this Section are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.


 


6.                                       Miscellaneous.


 


(a)                                  Remedies.  In the event of a breach by the Company or by
a Holder, of any of their obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this
Agreement.  The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


 


(b)                                 No
Piggyback on Registrations.  Except
as and to the extent specified in Schedule 3.1(u) to the Purchase
Agreement, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company
in a Registration Statement other than the Registrable Securities without the
written consent of the Holders, and the Company shall not during the
Registration Period enter into any agreement providing any such right to any of
its security holders.


 


(c)                                  Compliance.  Each Holder covenants and agrees that it will
comply with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.


 





















 


(d)                                 Discontinued
Disposition.  Each Holder agrees by
its acquisition of such Registrable Securities that, upon receipt of a written
notice from the Company of the occurrence of any event of the kind described in
Section 3(c), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder’s
receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement or until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus
or Registration Statement.  The Company
may provide appropriate stop orders to enforce the provisions of this
paragraph.


 


(e)                                  Piggy-Back
Registrations.  If at any time during
the Effectiveness Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to
prepare and file with the Commission a registration statement relating to an
offering for its own account under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or
other employee benefit plans, then the Company shall send to each Holder
written notice of such determination and, if within fifteen calendar days after
receipt of such notice, any such Holder shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities such holder requests to be registered, subject to
customary underwriter cutbacks applicable to all holders of registration
rights.


 


(f)                                    Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this Section 6(f), may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of no less than a majority in interest of
the then outstanding Registrable Securities. 
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of certain Holders and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of at least a majority of the
Registrable Securities to which such waiver or consent relates.


 


(g)                                 Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (a) the
date of transmission, if such notice or communication is delivered via
facsimile (provided the sender receives a machine-generated confirmation of
successful transmission) at the facsimile number specified in this Section prior
to 6:30 p.m.  (New York City time)
on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m.  (New York City
time) on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given.  The address for such notices and
communications shall be as follows:


 





















 


If to the Company:


 


WorldGate
Communications, Inc.


3190
Tremont Avenue


Trevose,
Pennsylvania 19053


Attn:                    Randall J.
Gort, Esq.


Tel:                            (215)
354-5100


Fax:                           (215)
354-1049


 


If to a Investor:              To the address set forth under such
Investor’s name on the signature pages hereto.


 


If to any other Person who is then the registered
Holder:  To the address of such Holder as
it appears in the stock transfer books of the Company


 


or such other
address as may be designated in writing hereafter, in the same manner, by such
Person.


 


(h)                                 Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each
Holder.  The Company may not assign its
rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their
respective rights hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.


 


(i)                                     Execution
and Counterparts.  This Agreement may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and, all of which taken together shall constitute
one and the same Agreement.  In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


 


(j)                                     Governing
Law.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective Affiliates, employees or agents) will be commenced in
the New York Courts.  Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such
Proceeding has been commenced in an improper or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of


 





















 


delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner
permitted by law.  Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any Proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.  If either party shall commence a Proceeding
to enforce any provisions of this Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney’s fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.


 


(k)                                  Cumulative
Remedies.  The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.


 


(l)                                     Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(m)                               Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(n)                                 Independent
Nature of Investors’ Obligations and Rights.  The obligations of each Investor under this
Agreement are several and not joint with the obligations of each other
Investor, and no Investor shall be responsible in any way for the performance
of the obligations of any other Investor under this Agreement.  Nothing contained herein or in any
Transaction Document, and no action taken by any Investor pursuant thereto,
shall be deemed to constitute the Investors as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement or any other
Transaction Document.  Each Investor
acknowledges that no other Investor will be acting as agent of such Investor in
enforcing its rights under this Agreement. 
Each Investor shall be entitled to independently protect and enforce its
rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Investor to be joined as an
additional party in any Proceeding for such purpose.  The Company acknowledges that each of the
Investors has been provided with the same Registration Rights Agreement for the
purpose of closing a transaction with multiple Investors and not because it was
required or requested to do so by any Investor.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW]


 





















 


IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


	
   

  	
  WORLDGATE
  COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Joel Boyarski

  	
   

  
	
   

  	
   

  	
  Name: Joel
  Boyarski

  
	
   

  	
   

  	
  Title: CFO

  



 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES OF
INVESTORS TO FOLLOW]


 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Satellite
  Strategic Finance Associates, LLC

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
    Satellite
  Asset Management, L.P.

  	
   

  
	
   

  
	
  Street:

  	
    623
  Fifth Ave., 19th Floor

  	
   

  
	
   

  
	
  City/State/Zip:

  	
    New
  York, NY 10022

  	
   

  
	
   

  
	
  Attention:

  	
    Charles
  Gassenheimer

  	
   

  
	
   

  
	
  Tel:

  	
    212-209-2087

  	
   

  
	
   

  
	
  Fax:

  	
    212-209-2020

  	
   

  
	
   

  
	
  Email:

  	
    charles.gassenheimer@satellite-ny.com

  	
   

  
						



 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Satellite
  Strategic Finance Partners, Ltd.

  
	
   

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
    Satellite
  Asset Management, L.P.

  	
   

  
	
   

  
	
  Street:

  	
    623
  Fifth Ave., 19th Floor

  	
   

  
	
   

  
	
  City/State/Zip:

  	
    New
  York, NY 10022

  	
   

  
	
   

  
	
  Attention:

  	
    Charles
  Gassenheimer

  	
   

  
	
   

  
	
  Tel:

  	
    212-209-2087

  	
   

  
	
   

  
	
  Fax:

  	
    212-209-2020

  	
   

  
	
   

  
	
  Email:

  	
    charles.gassenheimer@satellite-ny.com

  	
   

  
						



 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Bonanza Master
  Fund Ltd.

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
    Brian
  Ladin/Bonanza Capital

  	
   

  
	
   

  
	
  Street:

  	
    300
  Crescent Court, Suite 1740

  	
   

  
	
   

  
	
  City/State/Zip:

  	
    Dallas,
  TX 75201

  	
   

  
	
   

  
	
  Attention:

  	
         Brian
  Ladin

  	
   

  
	
   

  
	
  Tel:

  	
    214-615-7090

  	
   

  
	
   

  
	
  Fax:

  	
    214-987-4342

  	
   

  
	
   

  
	
  Email:

  	
    bladin@bonanzacapital.com

  	
   

  
						



 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Cranshire
  Capital, L.P.

  
	
   

  
	
     By:

  	
    /s/
  Mitchell Kopin

  	
   

  
	
   

  	
  President –
  Downsview Capital

  
	
   

  	
  The General
  Partner

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
    Mitchell
  Kopin

  	
   

  
	
   

  
	
  Street:

  	
    666
  Dundee Rd., Suite 1901

  	
   

  
	
   

  
	
  City/State/Zip:

  	
    Northbrook,
  IL 60062

  	
   

  
	
   

  
	
  Attention:

  	
   

  	
   

  
	
   

  
	
  Tel:

  	
    847-562-9030

  	
   

  
	
   

  
	
  Fax:

  	
    847-562-9031

  	
   

  
	
   

  
	
  Email:

  	
    mkopin@cranshirecapital.com

  	
   

  
								



 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Iroquois Master
  Fund Ltd.

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
   

  	
   

  
	
   

  
	
  Street:

  	
    641
  Lexington Ave., 20th Floor

  	
   

  
	
   

  
	
  City/State/Zip:

  	
    NY,
  NY 10022

  	
   

  
	
   

  
	
  Attention:

  	
    Joshua
  Silverman

  	
   

  
	
   

  
	
  Tel:

  	
    212-974-3070

  	
   

  
	
   

  
	
  Fax:

  	
    212-207-3452

  	
   

  
	
   

  
	
  Email:

  	
    jsilverman@icfund.com

  	
   

  
						



 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Capital Ventures
  International

  
	
   

  
	
    By:

  	
  Heights Capital
  Management, Inc., its authorized agent

  
	
   

  
	
   

  	
  By:

  	
  /s/ Martin
  Kobinger

  	
   

  
	
   

  	
   

  	
  Martin Kobinger,
  Investment Manager

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
      Heights
  Capital Management, Inc.

  	
   

  
	
   

  
	
  Street:

  	
     101
  California Street, Suite 3200

  	
   

  
	
   

  
	
  City/State/Zip:

  	
     San
  Francisco, CA 94111

  	
   

  
	
   

  
	
  Attention:

  	
         Martin
  Kobinger

  	
   

  
	
   

  
	
  Tel:

  	
      415-403-6500

  	
   

  
	
   

  
	
  Fax:

  	
      415-403-6525

  	
   

  
	
   

  
	
  Email:

  	
    kobinger@srg.com

  	
   

  
								



 





















 


	
  NAME OF
  INVESTING ENTITY:

  
	
   

  
	
  Portside Growth
  and Opportunity Fund

  
	
   

  
	
  ADDRESS FOR
  NOTICE

  
	
   

  
	
  c/o:

  	
  Ramius Capital Group, LLC

  	
   

  
	
   

  
	
  Street:

  	
    666
  Third Avenue, 26th Floor

  	
   

  
	
   

  
	
  City/State/Zip:

  	
    New
  York, NY 10017

  	
   

  
	
   

  
	
  Attention:

  	
        Jeffrey
  Smith

  	
   

  
	
   

  
	
  Tel:

  	
    212-845-7955

  	
   

  
	
   

  
	
  Fax:

  	
    212-845-7999

  	
   

  
	
   

  
	
  Email:

  	
    jsmith@ramius.com

  	
   

  
						



 





















 


Annex A


 


Plan of Distribution


 


The
Selling Stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions.  These sales may be at fixed or negotiated
prices.  The Selling Stockholders may use
any one or more of the following methods when selling shares:


 


•                                          ordinary
brokerage transactions and transactions in which the broker-dealer solicits
Investors;


 


•                                          block
trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;


 


•                                          purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;


 


•                                          an
exchange distribution in accordance with the rules of the applicable
exchange;


 


•                                          privately
negotiated transactions;


 


•                                          to
cover short sales made after the date that this Registration Statement is
declared effective by the Commission;


 


•                                          broker-dealers
may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share;


 


•                                          a
combination of any such methods of sale; and


 


•                                          any
other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate
in sales.  Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated.  The Selling
Stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.


 


The
Selling Stockholders may from time to time pledge or grant a security interest
in some or all of the Shares owned by them and, if they default in the
performance of their secured


 





















 


obligations, the pledgees
or secured parties may offer and sell shares of Common Stock from time to time
under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933 amending the list of
selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus.  Upon the Company being notified in writing by
a Selling Stockholder that any material arrangement has been entered into with
a broker-dealer for the sale of Common Stock through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, a supplement to this prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing (i) the
name of each such Selling Stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price
at which such the shares of Common Stock were sold, (iv)the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that
such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and (vi) other
facts material to the transaction.  In
addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledgee intends to sell more than 500 shares of Common Stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.


 


The
Selling Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.


 


The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. 
In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act.  Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of
Securities will be paid by the Selling Stockholder and/or the purchasers.  Each Selling Stockholder has represented and
warranted to the Company that it acquired the securities subject to this
registration statement in the ordinary course of such Selling Stockholder’s
business and, at the time of its purchase of such securities such Selling
Stockholder had no agreements or understandings, directly or indirectly, with
any person to distribute any such securities.


 


The
Company has advised each Selling Stockholder that it may not use shares
registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Commission.  If
a Selling Stockholder uses this prospectus for any sale of the Common Stock, it
will be subject to the prospectus delivery requirements of the Securities
Act.  The Selling Stockholders will be
responsible to comply with the applicable provisions of the Securities Act and
Exchange Act, and the rules and regulations thereunder promulgated,
including, without limitation, Regulation M, as applicable to such Selling
Stockholders in connection with resales of their respective shares under this
Registration Statement.


 





















 


The
Company is required to pay all fees and expenses incident to the registration
of the shares, but the Company will not receive any proceeds from the sale of
the Common Stock.  The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act.


 





















 


Annex B


 


WORLDGATE COMMUNICATIONS, INC.


 


Selling
Securityholder Notice and Questionnaire


 


The undersigned
beneficial owner of common stock (the “Common Stock”), of WorldGate
Communications, Inc. (the “Company”) understands that the Company has
filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a Registration Statement for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of August 3, 2005 (the “Registration Rights Agreement”), among
the Company and the Investors named therein. 
A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below.  All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.


 


The undersigned
hereby provides the following information to the Company and represents and
warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.  Name.


 


(a) 
Full Legal Name of Selling Securityholder


 


 


 


(b) 
Full Legal Name of Registered Holder (if not the same as (a) above)
through which Registrable Securities Listed in Item 3 below are held:


 


 


 


(c) 
Full Legal Name of Natural Control Person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
securities covered by the questionnaire):


 


 


 


2.  Address for Notices to Selling
Securityholder:


 


 


 


 





















 


 


Telephone:


 


Fax:


 


Contact
Person:


 


3.  Beneficial Ownership of Registrable
Securities:


 


Type and Principal
Amount of Registrable Securities beneficially owned:


 


 


4.  Broker-Dealer Status:


 


(a)  Are you a broker-dealer?                                                                                        Yes                            o                                    No                                o


 


Note:  If yes, the Commission’s staff has indicated
that you should be identified as an underwriter in the Registration Statement.


 


(b)  Are you an affiliate of a broker-dealer?               Yes                            o                                    No                                o


 


(c) 
If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of
the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the
Registrable Securities?                     Yes                            o                                    No                                o


 


Note:  If no, the Commission’s staff has indicated
that you should be identified as an underwriter in the Registration Statement.


 


5.  Beneficial Ownership of Other Securities of
the Company Owned by the Selling Securityholder.


 


Except as set
forth below in this Item 5, the undersigned is not the beneficial or registered
owner of any securities of the Company other than the Registrable Securities
listed above in Item 3. Type and Amount of Other Securities beneficially owned
by the Selling Securityholder:


 





















 


6.  Relationships with the Company:


 


Except as set
forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or
affiliates) during the past three years. 
State any exceptions here:


 


 


 


 


The undersigned
agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof and
prior to the Effective Date for the Registration Statement.


 


By signing below,
the undersigned consents to the disclosure of the information contained herein
in its answers to Items 1 through 6 and the inclusion of such information in
the Registration Statement and the related prospectus.  The undersigned understands that such
information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly
authorized agent.


 


	
  Dated:

  	
   

  	
  , 2005

  	
  Beneficial
  Owner:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


PLEASE FAX A COPY
OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL
BY OVERNIGHT MAIL, TO:


[            ]