Exhibit 1.1 WORLDGATE COMMUNICATIONS, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 1999 • Worldgate Communications Inc • Cable & other pay television services • New York
RECITALSStockholders' Agreement • February 9th, 1999 • Worldgate Communications Inc • Delaware
Exhibit 10.17 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of March 2, 1999 (this "AGREEMENT"), by WorldGate Communications, Inc., a Delaware corporation (the "COMPANY"), in favor of Strong River Investment, Inc., a British Virgin Islands...Security Agreement • March 23rd, 1999 • Worldgate Communications Inc • Cable & other pay television services • New York
EXHIBIT 4.2 ----------- COMMON STOCK PURCHASE AGREEMENT by and between WORLDGATE COMMUNICATIONS, INC.Common Stock Purchase Agreement • July 28th, 2000 • Worldgate Communications Inc • Cable & other pay television services • Delaware
WARRANTWorldgate Communications Inc • March 23rd, 1999 • Cable & other pay television services • New York
DEVELOPMENT AGREEMENT BETWEEN SCIENTIFIC-ATLANTA, INC. AND WORLDGATE COMMUNICATIONS, INC.Development Agreement • March 23rd, 1999 • Worldgate Communications Inc • Cable & other pay television services • New York
EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 28th, 2000 • Worldgate Communications Inc • Cable & other pay television services • Delaware
AGREEMENT OF LEASE BETWEENAgreement of Lease • February 9th, 1999 • Worldgate Communications Inc • Pennsylvania
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 14th, 2006 • Worldgate Communications Inc • Cable & other pay television services • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2006, by and among WORLDGATE COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
STOCK PURCHASE AGREEMENT by and between WORLDGATE COMMUNICATIONS, INC. and The Investors Identified on the Signature Pages HeretoSecurities Purchase Agreement • August 8th, 2005 • Worldgate Communications Inc • Cable & other pay television services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2005, among WorldGate Communications, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Exhibit 10.5 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU"), entered into as of the 2nd day of September 1998, by and between General Instrument Corporation ("GI") and WorldGate Communications, Inc. hereinafter, ("WorldGate"),...Memorandum of Understanding • March 23rd, 1999 • Worldgate Communications Inc • Cable & other pay television services • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2004 • Worldgate Communications Inc • Cable & other pay television services
This Securities Purchase Agreement (this “Agreement”) is dated as of January 20, 2004 among WorldGate Communications, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SERIES A WARRANT TO PURCHASE COMMON STOCK OF WORLDGATE COMMUNICATIONS, INC.Worldgate Communications Inc • June 25th, 2004 • Cable & other pay television services
THIS CERTIFIES that or any subsequent holder hereof (the “Holder”), has the right to purchase from WORLDGATE COMMUNICATIONS, INC., a Delaware corporation (the “Company”), up to fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the six (6) month anniversary of the date on which this Warrant is originally issued (the “Issue Date”) and ending at 6:00 p.m., eastern time, on the date that is the fifth (5th) anniversary of the Issue Date (or, if such anniversary is not a Business Day, on the Business Day immediately following such anniversary) (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of June 24, 2004 (the “Securities
EXHIBIT E REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2004 • Worldgate Communications Inc • Cable & other pay television services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 24, 2004, is by and between WORLDGATE COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
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"),
EXHIBIT 10.26 WORLDGATE AFFILIATION AGREEMENT THIS AGREEMENT DATED SEPTEMBER 30, 1998, IS BETWEEN CABLE BAHAMAS, LTD., WITH ------------------- -------------------- ITS PRINCIPAL PLACE OF BUSINESS AT ROBINSON ROAD P.O. BOX CB - 13050, NASSAU,...Worldgate Affiliation Agreement • April 7th, 1999 • Worldgate Communications Inc • Cable & other pay television services • Delaware
AGREEMENT OF LEASE BETWEENAgreement of Lease • February 9th, 1999 • Worldgate Communications Inc • Pennsylvania
RECITALSSenior Loan and Security Agreement • February 9th, 1999 • Worldgate Communications Inc • California
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2009 • Worldgate Communications Inc • Cable & other pay television services • Pennsylvania
This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “Agreement”) is entered into as of April 6, 2009 (the “Effective Date”), by and between WorldGate Service, Inc. (the “Company”) and James McLoughlin (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 25th, 2004 • Worldgate Communications Inc • Cable & other pay television services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 24, 2004, is by and between WorldGate Communications, Inc., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2005 • Worldgate Communications Inc • Cable & other pay television services • New York
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”).
REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • October 30th, 2009 • Worldgate Communications Inc • Cable & other pay television services • Delaware
THIS REVOLVING LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of October 28, 2009 (the “Effective Date”) is entered into by and between (i), a Pennsylvania limited liability company (jointly and severally, the “Borrower”), and WorldGate Communications, Inc., a Delaware corporation, WorldGate Service, Inc., a Delaware corporation, WorldGate Finance, Inc., a Delaware corporation, Ojo Services LLC, a Pennsylvania limited liability company, and Ojo Video Phones LLC (ii) WGI Investor LLC, a Delaware limited liability company (“Lender”).
WORLDGATE COMMUNICATIONS, INC. NONSTATUTORY STOCK OPTION GRANTNonstatutory Stock Option Grant • May 28th, 2009 • Worldgate Communications Inc • Cable & other pay television services • Pennsylvania
This NONSTATUTORY STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of May ___, 2009 (the “Date of Grant”), is delivered by WorldGate Communications, Inc. (the “Company”) to _______________ (the “Participant”).
Exhibit 10.12 TVGATEWAY MANAGEMENT AGREEMENT THIS TVGATEWAY MANAGEMENT AGREEMENT (this "Agreement") is made effective as of July 24, 2000, by and between TVGATEWAY, LLC, a Delaware limited liability company (the "Company"), and WORLDGATE SERVICE,...Tvgateway Management Agreement • August 17th, 2001 • Worldgate Communications Inc • Cable & other pay television services • Delaware
AMENDMENT NO. 1 TO WARRANT AND EXERCISE AGREEMENTWarrant and Exercise Agreement • June 26th, 2009 • Worldgate Communications Inc • Cable & other pay television services • Delaware
THIS AMENDMENT NO. 1 TO WARRANT AND EXERCISE AGREEMENT, dated as of the date provided on the signature page hereto (this “Agreement”), is entered into by and between WorldGate Communications, Inc., a Delaware corporation (the “Company”), and the person or entity under the heading “Holder” provided on the signature page hereto (the “Holder”, and together with the Company, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them by that certain warrant to purchase common stock of the Company issued August 3, 2005 by the Company and attached hereto as Exhibit A (the “Warrant”).
AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF WORLDGATE COMMUNICATIONS, INC.Worldgate Communications Inc • January 28th, 2011 • Cable & other pay television services
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”).
WARRANT TO PURCHASE COMMON STOCK OF WORLDGATE COMMMUNICATIONS, INC.Worldgate Communications Inc • August 8th, 2005 • Cable & other pay television services • Delaware
This certifies that, for value received, receipt and sufficiency of which are hereby acknowledged, (the “Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from WorldGate Communications, Inc., a Delaware corporation (the “Company”), validly issued, fully paid and nonassessable shares (the “Warrant Shares”) of Common Stock of the Company, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a purchase price equal to $5.00 per share (the “Exercise Price”), subject to adjustment as provided herein.
Exhibit 10.9 AMENDMENT TO THE FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS AMENDMENT TO THE FIRST AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AMENDMENT"), dated as of this 21st day of July, 2000, between WORLDGATE COMMUNICATIONS,...Stockholders Agreement • August 17th, 2001 • Worldgate Communications Inc • Cable & other pay television services
REVISED AND RESTATED AMENDMENT AND MASTER CONTRACTAmendment and Master Contract • April 17th, 2008 • Worldgate Communications Inc • Cable & other pay television services • Pennsylvania
THIS REVISED AND RESTATED AMENDMENT AND MASTER CONTRACT (“Revised Amendment”) is made and effective this March 31st, 2008, by and between Aequus (as defined in Exhibit X hereto) and WorldGate (as defined in Exhibit X hereto).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 26th, 2009 • Worldgate Communications Inc • Cable & other pay television services • Delaware
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of the date provided on the signature page hereto (this “Agreement”), is entered into by and between WorldGate Communications, Inc., a Delaware corporation (the “Company”), and the person or entity under the heading “Holder” provided on the signature page hereto (the “Holder”, and together with the Company, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them by that certain warrant to purchase common stock of the Company issued June 23, 2004 by the Company and attached hereto as Exhibit A (the “Warrant”).
FIRST AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • March 9th, 2010 • Worldgate Communications Inc • Cable & other pay television services
THIS FIRST AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 9th day of March, 2010, by and between (i) WorldGate Communications, Inc., a Delaware corporation, WorldGate Service, Inc., a Delaware corporation, WorldGate Finance, Inc., a Delaware corporation, Ojo Services LLC, a Pennsylvania limited liability company, and Ojo Video Phones LLC, a Pennsylvania limited liability company (jointly and severally, the “Borrower”), and (ii) WGI Investor LLC, a Delaware limited liability company (“Lender”).
REGISTRATION RIGHTS AND GOVERNANCE AGREEMENTRegistration Rights and Governance Agreement • August 14th, 2009 • Worldgate Communications Inc • Cable & other pay television services • New York
This REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT (this “Agreement”) is made as of April 6, 2009 by and among (i) WorldGate Communications, Inc., a Delaware corporation (the “Company”), (ii) WGI Investor LLC, a Delaware limited liability company (the “Purchaser”), and (iii) ACN Digital Phone Service, LLC, a Delaware limited liability company (“ACN”).
FOURTH AMENDMENT TO LEASELease • March 31st, 2005 • Worldgate Communications Inc • Cable & other pay television services
This Fourth Amendment to Lease ("Fourth Amendment to Lease") is made this day of November, 2004 but effective as of June 14, 2004, by and between GMAC MORTGAGE CORPORATION, as Special Servicer for LASALLE BANK NATIONAL ASSOCIATION (F/K/A LASALLE NATIONAL BANK), AS TRUSTEE FOR THE REGISTERED HOLDERS OF GMAC COMMERCIAL MORTGAGE SECURITIES, INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-C2 ("Servicing Agent"), (LaSalle Bank National Association (f/k/a/ LaSalle National Bank), as Trustee for the Registered Holders of GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates Series 1999-C2, is referred to herein as the "Trustee", and the Trustee and the Servicing Agent are collectively referred to herein as "Landlord") and WORLDGATE COMMUNICATIONS, INC., a Delaware corporation ("Tenant")
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • May 31st, 2006 • Worldgate Communications Inc • Cable & other pay television services • Pennsylvania
This Termination and Settlement Agreement (“Termination Agreement”), dated as of February , 2006 (“Effective Date”), is entered into by and between GENERAL INSTRUMENT CORPORATION doing business as the Connected Home Solutions Business of Motorola, Inc. with a place of business at 101 Tournament Drive, Horsham, Pennsylvania 19044 (“GI”), and WORLDGATE SERVICES, INC. with a place of business at 3190 Tremont Avenue, Trevose, PA 19053 (“WorldGate”).
ACN CONSUMER COMMUNICATIONS EQUIPMENT MASTER PURCHASE AGREEMENTMaster Purchase Agreement • August 14th, 2009 • Worldgate Communications Inc • Cable & other pay television services • New York
This Master Purchase Agreement (hereinafter referred to as this “Agreement”), dated as of April 6, 2009 (the "Effective Date"), is made and entered into by and between ACN Digital Phone Service, LLC, a Delaware limited liability company, with its principal place of business at 1000 Progress Place, Concord, NC, 28025 (hereinafter referred to as “ACN”), and Ojo Video Phones LLC, a Pennsylvania limited liability company, with its principal place of business at 3190 Tremont Avenue, Trevose, PA 19053 (hereinafter referred to as “Seller”). Seller and ACN are individually referred to herein as a “Party” and together as the “Parties.”
