AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
WORLDGATE COMMUNICATIONS, INC.
WORLDGATE COMMUNICATIONS, INC., a corporation organized and existing under and by virtue of the
Delaware General Corporation Law (the "Corporation"), does hereby certify that:
FIRST: The name of the Corporation is WorldGate Communications, Inc. (hereinafter, the "Corporation").
SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, Wilmington, DE 19801, in the county of New Castle. The name of the
Corporation's registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be
organized under the DGCL.
FOURTH: The amount of total authorized capital stock of the Corporation is 63,500,000 shares, divided into
50,000,000 shares of common stock, par value $.01 per share ("Common Stock"), and 13,500,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock").
(a) COMMON STOCK.
(i) All outstanding shares of Common Stock shall be identical and shall entitle the holders thereof to the same
rights and privileges. The holders of shares of Common Stock shall have no preemptive or preferential rights of
subscription to any shares of any class of capital stock of the Corporation.
(ii) When, as and if dividends or distributions are declared on outstanding shares of Common Stock, whether
payable in cash, in property or in securities of the Corporation, the holders of outstanding shares of Common
Stock shall be entitled to share equally in such dividends and distributions.
(iii) Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the
holders of outstanding shares of Common Stock shall be entitled to share equally in the assets of the Corporation
to be distributed among the holders of shares of Common Stock.
(iv) The holders of outstanding sh