TO REVOLVING LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
(this “ Amendment ”) is entered into this 11th day of August, 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 ”).
A. Lender and Borrower have entered into that certain Revolving Loan and Security Agreement
dated as of October 28, 2009 and amended as of March 9, 2010 (as may be further amended, modified,
supplemented or restated, the “ Loan Agreement ”). Lender has extended credit to Borrower for the purposes
permitted in the Loan Agreement.
B . Borrower has requested that Lender amend the Loan Agreement to increase the maximum
principal amount available under the Loan Agreement.
C. In partial consideration for the amendments set forth herein, Borrower will grant to Lender a
warrant to purchase up to 8,000,000 shares of Borrower’s common stock.
D. Lender is willing to so amend certain provisions of the Loan Agreement, but only to the extent,
in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the
meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement.