TO SUBSCRIBE Clause Samples

TO SUBSCRIBE. IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT: A. Primary Subscription x $ 7.00 = $ __________________________ _______________ ________________ (No. of New Shares) (price per share) (Amount Enclosed) B. I apply for the Over-Subscription Election (You can only subscribe if you have fully exercised your Primary Subscription rights. A record holder who holds as nominee for a beneficial owner may subscribe if the beneficial owner has exercised such owner's full Primary Subscription rights and a Nominee Holder Certification in the form accompanying this Subscription Certificate is completed as to such beneficial owner.) x $ 7.00 = $ __________________________ _______________ ________________ (No. of New Shares) (price per share) (Amount Enclosed) IF YOU WISH TO APPLY FOR LESS THAN YOUR FULL ENTITLEMENT: C. I apply for less than the full entitlement x $ 7.00 = $ __________________________ _______________ ________________ (No. of New Shares) (price per share) (Amount Enclosed) I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above as a total of A and B or C above, on 5 the terms and conditions specified in the Prospectus relating to the Primary Subscription and the Over-Subscription Election. Signature of subscriber(s)______________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Telephone number (including area code) ( )___________________________ ________________________________________________________________________________ ________________________________________________________________________________ *Signature Guaranteed By: _______________________________ *If you wish to have your shares and refund check (if any) delivered to an address other than that listed on this Subscription Certificate, you must have your signature guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations, and credit unions) with membership in an approved signature guarantee medallion program pursuant to SEC Rule 17Ad-15. Please provide the delivery address below and note if it is a permanent change. ________________________________________________________________________________ ________________________________________________________________________________ _______________________________...

TO SUBSCRIBE. I acknowledge that I have received the prospectus for this offer and I hereby irrevocably subscribe for the number of Units indicate above on the terms and conditions specified in the prospectus. I hereby agree that if I fail to pay for the Units for which I have subscribed, WorldGate Communications, Inc. may exercise its legal remedies against me. Signature(s) Name (Please Print) Social Security or other identifying number Address Dated: ___________________ , 2002 If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print) (see Instructions). Name(s): ___________________________________________________________ Capacity (Full Title): _____________________________________________ Taxpayer ID or Social Security Number: _____________________________ FULL PAYMENT FOR THE UNITS MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY: (I) CHECK, BANK DRAFT DRAWN ON A U.S. BANK, OR POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER PAYABLE TO "AMERICAN STOCK TRANSFER & TRUST COMPANY, SUBSCRIPTION AGENT—WORLDGATE COMMUNICATIONS, INC.,"; OR (II) WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT MAINTAINED BY AMERICAN STOCK TRANSFER & TRUST COMPANY FOR THE PURPOSE OF ACCEPTING SUBSCRIPTIONS IN THE RIGHTS OFFERING, IN EITHER CASE FOR THE NUMBER OF UNITS SUBSCRIBED MULTIPLIED BY $ (U.S.) (PURCHASE PRICE PER UNIT). FOR INSTRUCTIONS ON THE USE OF WORLDGATE COMMUNICATIONS, INC. RIGHTS CERTIFICATES PLEASE CONSULT ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ESQ., GENERAL COUNSEL, WORLDGATE COMMUNICATIONS, INC. AT ▇▇▇-▇▇▇-▇▇▇▇ OR ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ OF ▇▇▇▇▇ ▇▇▇▇▇▇ & COMPANY, INC., AT 212-702-6500; OR YOUR BANK OR BROKER WITH QUESTIONS.