CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS
SERIES A CONVERTIBLE PREFERRED STOCK
WORLDGATE COMMUNICATIONS, INC.
Pursuant to Section 151 of the
Delaware General Corporation Law
WORLDGATE COMMUNICATIONS, INC. , a Delaware corporation (the “Company”), hereby certifies that
the following resolutions were adopted by the Board of Directors of the Company pursuant to the authority of the Board of
Directors as required by Section 151 of the Delaware General Corporation Law.
RESOLVED, that pursuant to the authority granted to the Board of Directors in accordance with the
provisions of the Company’s Certificate of Incorporation, the Board of Directors hereby authorizes a series of
the Company’s previously authorized Preferred Stock, par value $.01 per share (the “ Preferred Stock ”), and
hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges and
restrictions thereof as follows:
1 . DESIGNATION .
This series shall consist of seven thousand five hundred fifty (7,550) shares of Preferred Stock and shall
be designated the “Series A Convertible Preferred Stock” (the “ Series A Preferred Stock ”). The face amount
of each share of Series A Preferred Stock (each, a “ Preferred Share ” and collectively, the “ Preferred Shares ”)
shall be One Thousand Dollars ($1,000) (the “ Stated Value ”).
2. CERTAIN DEFINITIONS .
“ Board of Directors ” or “ Board ” means the Company’s Board of Directors, as constituted from time to
“ Business Day ” means any day other than a Saturday, a Sunday or a day on which the New York
Stock Exchange or commercial banks located in New York City are authorized or permitted by law to close.
“ Cap Amount ” means 19.99% of the Common Stock outstanding on the Closing Date (subject to
adjustment upon a stock split, stock dividend or similar ev