WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No. 00-13035-PHX-RTB
reviewed the Plan Warrant
the
Plan
of visitalk.com the Plan and
Inc.
Visitalk.
had
The Undersigned
to
they have
their
Agreement and
have
the opportunity
ask questions regarding
terms and
restrictions.
B.
Each
Issuer
is
required
under
the Plan
are
to
issue
certain in
warrants
to
various
in
claimants
categorized with
under
the
Plan
the Plan Warrants.
Agreern
ent.
Such Plan Warrants
defined
the Plan and
governed
accordance
the Plan
Warrant
C. Delivery
The Undersigned Agreement
Capgemini
the other Issuers
their
U.S.
LLC
to
hereby
Visitalk
tenders Capital
this
Warrant
Acceptance
as
and
Effective
as
is
the Acceptance
for
all
Agreement
and Warrants
Corporation
to
an
Issuer
and
the attached
Implementation hereby
elects to
Agent have
unless an issued
in
executed
Election form.
Certificate
Agreement
of
Plan
Book
Entry
D.
This
Acceptance
Agreement
this
has
been
duly
authorized
by
all
necessary duly
action
on the
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance
such
in
Agreement
is
has been
officer
executed
by an authorized
of the
or
this
of the
Undersigned
is
and
person
legal
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
to
please
and
return
sign
BOTH
to
this
Acceptance
Agreement
and
also sign
the
Election check
Certificate
certificate
Agreement
issue fee as
set
attached forth
the
Plan Warrant Agreement
as Exhibit
along
with
for the
therein.
BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN WITH ITS OBLIGATIONS.
COMPLY
Agreed
Warrant
Holder Accepted
Issuer
Acceptance
WARRA
HOLD
VISITALK
and
as
CAPITACORATON
as
an
Issuer
sign
By
Its
1-7/S.
AI
by an Entity
7/
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
hereby
certify
that
fl1AJ1J
rJof company
JS
trust partnership and or other
virtue
Entity
form of entity
of the
State
is
Mt4iwfyorganized
entity
and existing under
by
of the laws
of
I6
state
and
its
type
is
and
its
tax
ID number
and federal tax
that
it
is
currently
in
good
standing
charter
ID or SS
in full
force
and
effect.
further
certify
the1Ifif
title execute
and/or
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
and deliver any and
further certify that
all
written instruments
necessary
or
proper
the authority hereby
conferred.
now
is
the
/eF
certify
name
6U4a/ctKand
title
that
_________________________is
now
the
___________________________
title
name
officers set forth
further
the
herein
or
any one of them
Effective has Delivery
are
duly
authorized
by the Entity
further
to
execute the
and
carry
out the terms
of the and
Warrant
Effective binding
Acceptance
Delivery obligation
and
Agreement
and
certify
that
Warrant
and
Acceptance
legal
Agreement
of the
been
duly
and validly executed
on behalf of the Entity
constitutes
and
Entity.
Dated
this
_____ day
of
-cA
2OO.
____________________________________
Sature of celfying officer Must not be signed by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 1 of 44
VT022 540
EXHIBIT
CLAIM HOLDER OWNERSHIP
The Warrants below
SCHEDULE
named Claim Holder named herein
Delivery received
Plan
specified executed
are only
valid
if
the specific
or
proper
assignee
has
to
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital
Agreement
the agent
prior
March 31 2006
no
later
and such agreement
April
been
Corporation as
of the Issuers
than
15
2006.
Claim
Holder
U.S.
Capemini
Xavier 400 Broad
LLC
Dr. 4th Floor
Investment Investment Investment
in in in
Series Series Series
Gonin
Treasurer
Acres
Bloomfield NJ 07003
Other Investments
$85815
Plan Allowed Plan Class
Claim
85815
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCW-199
BIW-199
12360 2472 2472 2472 2472 2472
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-199
CSW-199 FNW-199 DBSIW-199 INW199
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-199 VDW-199 ARW-199 CNW-199 DUW-199
FRW-199
2472 2472 2472 2472 2472 2472 2472 2472 2472 2472 2472 2472
GEW-199
HSW-199 ITW-199 JPW-199
KOW-199
POW-199
Warrant
and one
Unit
consists
of
consist
of one
Wanant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 2 of 44
VT02254
EXECUTION WARRANT
Visitalk Capital 50th Corporation Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
in
same meaning
the
as
defined Plan
the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
District
of Arizona represents
related that
Case No.
00-I
3035-PHX-RTB
reviewed
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
lthe
Plan Warrant
to
Agreement
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask
questions regarding
terms and
of these
B.
Each
Issuer the
is
required under
if
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized under
in
Plan
such
claimants with
meet the terms of Section
the
5.9
Such
Plan
defined
the Plan and
governed
accordance
Plan
Warrant
Agreement.
C.
The Undersigned Agreement
Carroll
Klein hereby
tenders
to
this
Execution Warrant
Capital Corporation
to
Acceptance
as
and
Effective
as
Delivery
the Execution
for
Agreement
and
Plan Warrants
Visitalk
an
Issuer and
the
is
Implementation
also
Agent
to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
their 5.9
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
been duly executed
by
an
authorized
or representative Execution
Undersigned
is
such
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPT
ORATON
as
an
Issuer
Signature Date
all1ecord
holders
should
sign
By
Its
Mihae1
President
S.Williams
2006
Date
//
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by
an
Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and by
or other
virtue
form of entity
of the
State
is
__________________
entity
organized
existing under
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in
full
force
and
effect.
further
certify
are
filly to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
___________________________
title
and
__________________________is
now
the
____________________________
title by the Entity and
to
name
officers set forth
further
certify
that
the
herein
or any
one of them are duly authorized
and Effective Delivery has been
execute
further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
and validly executed
on behalf
constitutes
Dated
this
______
day
of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 3 of 44
VT022 542
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
Warrants
specified executed
are only
valid
if
the specific
or
proper
assignee
has
an Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006
later
such agreement June 25 2006.
been
of the Issuers no
Claim
Carroll
Holder
Klein
5337
E. Pinchot
Phoenix
AZ
85018
Plan Allowed Plan Class
Claim
500000
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-486
BIW-486
1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250
BUW-486
CSW-486 FNW-486
DBW-486
INW-486
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc.
MKW-486 VDW-486 ARW-486 CNW-486 DUW-486
FRW-486
GEW-486
HSW-486 ITW-486 JPW-486
VT
VT VT VT
Italian
Services
Inc. Inc.
Japanese Korean
Services Services
Inc. Inc.
KOW-486
POW-486
Portuguese
Services
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 4 of 44
VT022 543
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
or in the
of Reorganization
to
22 2004
by the United of
visitallc.com
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-1 3035-PI-IX-RTB and had reviewed
the the
the
Plan
to
Plan
Warrant
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received
Agreement
Implementation documents.
Agreement
and have
opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various claimants
are
categorized under
in the
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defmed
Plan
and
governed
accordance
Plan
Agreement.
C. Delivery
The
Undersigned
Cathy
Chamberlain Agreement
and
Plan Warrants
hereby
to
tenders
this
Execution
Corporation
to
Warrant
as
Agreement
the Execution
for
Visitalk
Capital
an
Issuer
Acceptance and Effective and as the Agreement
is
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
attached
hereby
all
elects the
have
the
of
their 5.9
Book
form.
Finally
the
Execution
Agreement
accepts
terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
retnrn with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CAPIT
rina
Signaturs Date
chidhto
record holders should
laIl
sign
05705
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and by
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ________________ title and
all
in
frill
force
and
effect.
fUrther
certify
are
fUlly to
authorized effectuate
and empowered
to
make
execute
and
deliver
certify
any
wrirten instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the title
fUrther certify that
and
is
now
the title
name
officers set forth
the
herein
or
any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
and validly executed
on behalf
constitutes
Dated
this
______
day
of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 5 of 44
VT022 544
CLAIM HOLDER
The Plan
proper
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Warrants
specified
below
an
to
are only
valid
if
the specific
or
assignee
has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Cathy
1081
Holder
Chamberlain N. Brandon Dr
Chandler
AZ
85226
Plan Allowed Plan Class
Claim
5000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-364
BIW-364
1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250
BUW-364
CSW-364 FNW-364
Inc.
Systems
DBW-364
IN W-3 64
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-364 VDW-364 ARW-364 CNW-364 DUW-364
FRW-364
GEW-364
HSW-364 ITW-364 JPW-364
KOW-364
POW-364
Warrant
and
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 6 of 44
VT022 545
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
3035-PHX-RTB
reviewed
the the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
and
Plan Warrant
to
Agreement
the
the Section
restrictions
Implementation
Agreement
had
opportunity
ask
questions regarding
the terms and
of these documents.
B.
Each
Issuer
is
required under
if
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under
the Plan
such
claimants
meet the terms of Section
5.9
Such
Plan Warrants
defmed
the Plan and
governed
in
accordance
with the Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Chad Andrews
the other Issuers
all
hereby
tenders
to
this
Execution Warrant
Corporation
to
Acceptance
as
and Effective and
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Issuer
the
is
Implementation
also
Agent
elects to
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the terms
of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
TON
as
an
Issuer
Signatures
all
record
holders
should
sign
By
Its
Michael-. Williams
President
Date
___________
2006
Date
2221J06
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
and
trust partnership and
or other
virtue
form of entity
of
__________________
entity
organized
existing under
by
of the laws
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title
in
full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the
___________________________
title
and __________________________is
now
the
____________________________
title
name
officers set forth
further
certify
that
the
herein
or any
one
of
them
are
duly
authorized
by the Entity
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
and certif
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
and validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 7 of 44
VT022 546
CLAIM HOLDER
below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received or
The
Plan
Warrants
specified
are only
valid
if
the specific
proper
assignee
has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
and such
than
agreement
been
of the Issuers
June
25
2006.
Claim
Holder
Chad Andrews
222
Mill Mt.
View Avenue
Valley
CA
94941
Plan Allowed Plan Class
Claim
15000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-323
BIW-323
3000
750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-323
CSW-323 FNW-323
DBW-323
INW-323
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc.
MKW-323 VDW-323 ARW-323 CNW-323 DUW-323
FRW-323 GEW-323 HSW-323 ITW-323 JPW-323
KOW-323
POW-323
VT
Portuguese
Services
Inc.
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 8 of 44
VT022 547
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed hereth have the Plan Warrant
States the in
A. September confirmed
Capitalized
same meaning
the
as
defmed
Plan
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or
Second
Jotht
of Reorganization
to
222004
the
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1
3035-PIreviewed the opportunity
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Plan Warrant
to
Agreement
Implementation
Agreement
ask questions regardthg
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
th the
under
the Plan
th
such
claimants with
meet the terms of Section
the
5.9
Such
Plan
defmed
Plan and
governed
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Charles D.
Mary
S.
Pulido
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and the
Agreement
for
the Execution and
Agreement
unless an issued
in
Visitalk
Capital
to
an
and
as
Implementation
also
Agent
to
the other Issuers
all
executed
Election Entry
Agreement
the Execution
attached
hereby
all
elects
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been duly executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to Certificate
certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CM
Date
1z121M
HOLDER
VISITALK
and
as
CAPITAL
Implem
J.
Signatures 4ll record
4ttt
should
holders
sign
-2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
and existing under
by
of the laws
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title andlor the _______________________ title
all
in full
force
and
effect.
fbrther
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver
certify
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
further
_______________________________
now
is
name
the
_________________________
title
and _________________________is
now
the
___________________________
title
name
officers set forth
fUrther
certify
that
the
herein
or any
one of them
are
duly
authorized
by the Entity and
certifv
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
the Execution of the Entity
Warrant
Acceptance
legal
Effective bthding
been
and validly executed
on behalf
and constitutes
Dated
this
______
day of
200_.
______________________________________________ Signature of be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 9 of 44
VT022 548
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
Wanants
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
and such agreement
than
been
of the Issuers
June
25
2006.
Claim
Charles
Holder
D.
Mary
Ranch 85258
S.
Pulido
7425
Gainey
Road
34
Scottsdale
AZ
Plan Allowed Plan Class
Claim
155000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-580
BIW-580
31000 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750 7750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-580
CSW-580 FNW-580
Inc.
Systems
DBW-580
INW-580
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-580 VDW-580 ARW-580 CNW-580 DUW-580
FRW-580
GEW-580
HSW-580 ITW-580 JPW-580
KOW-580 POW-S 80
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 10 of 44
VT022 549
WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September
Capitalized
have
or
the
same meaning Second
Joint
as
defined
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
in the
Plan of Reorganization
related to
222004
confii-med
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-
13035-PH1X-RTB
the
the
Plan
of visitalk.com and
the
Inc.
Visitalk.
had
The Undersigned
to
that
they have
their
reviewed
Plan
Warrant
Agreement
Plan and
have
the opportunity
ask questions regarding
terms and
restrictions.
B.
Each
Issuer
is
required
under
the Plan
are
to
issue
certain in the
warrants Plan and
to
various
claimants
categorized
under
the
Plan
the Plan Warrants.
Agreement.
Such
Plan Warrants
defined
governed
in
accordance
with the Plan Warrant
C. Delivery
The Undersigned Agreement
Charles H. Johnson Agreement
Issuers and Warrants
to
hereby
tenders
this
Warrant
Acceptance
as
and
Effective
the Acceptance
for
Visitalk
Capital
Corporation
to
an
Issuer
and
as
is
the attached
Implementation hereby
elects to
Agent have
all
the other
their
unless an executed issued
in
Election form.
Certificate
Agreement
of
Plan
Book
Entry
D.
This
Acceptance
Agreement
this
has
been duly authorized Agreement
is
by
all
necessary duly
action
on the
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance
such
in
has been
officer
executed
by an authorized
of the
or
this
of the
Undersigned
is
and
person
legal
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If physical
delivery
of the Plan also sign
Warrant
return
certificates
is
desired
to
please
and
return
sign
BOTH
to
this
Acceptance Plan Warrant Agreement
Agreement
and
and
the
Election check
Certificate
certificate
Agreement
issue fee as
set
attached forth
the
as Exhibit
along
with
for the
therein.
BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder
Issuer
Acceptance
VISITALK
RATON
for
as
an
Issuer
the other Issuers
Its
-i
being accepted
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state and
federal
tax that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_________________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or any and
one
of
them
are
duly
authorized and
by the Entity
further
to
execute the
and
carry
out the terms
of the and
Warrant
Effective
Acceptance
Delivery obligation
Effective has
Delivery
Agreement
and validly
certify
that
Warrant
and
Acceptance
legal
Agreement
of the
been duly
executed
on behalf
of the Entity
constitutes
and binding
Entity.
Dated
this
______
day
of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 11 of 44
VT022 550
EXHIBIT
CLAIM HOLDER
below
OWNERSHIP
SCHEDULE
named Claim Holder named herein
Delivery received
The
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
prior
to
Warrant
Acceptance
and Effective
has
Agreement by Visitalk
Acceptance
Capital
Agreement
the agent
March 31 2006
no
later
and
April
such agreement
been
Corporation as
of the Issuers
than
15
2006.
Claim
Charles
Holder
H.
Johnson
Investment Investment
in in in
Series Series Series
$..
14626
N.
12th
Street
Investment
Phoenix
AZ
85022
Other Investments
$9380.94
Plan Allowed Plan Class
Claim
9380.94
jQ
Unit ______
Issuers
Warrant
Units
Visitalk
Capital
Corporation
VCCW-l
BIW-131 BUW-131 CSW-131 FNW-131
Inc.
31
75049 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525 37525
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBSIW-131 INW-131
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-131 VDW-13
ARW-131 CNW-131
DUW-131
FRW-131 GEW-131 HSW-131 ITW-131 JPW-131
KOW-131
POW-131
Warrant
and one
Uhit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 12 of 44
VT02255
WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning
the
as
defmed
in
the warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
for
or in
Second
Joint
Plan of Reorganization
related to
22 2004
United
Bankruptcy
the
District
of Arizona
represents
Case No.
0O-13035-PIthe Plan Warrant
restrictions.
the
Plan
of visitalk.com and
the
Inc.
Visitalk.
had
The Undersigned
to
that
they have
their
reviewed
Agreement
Plan and
have
the opportunity
ask
questions regarding
terms and
B.
Each
Issuer
is
required
under
the Plan
are
to
issue
certain in
warrants and
to
various
in
claimants
categorized under with the Plan
the Plan
the Plan
Agreement.
Warrants.
Such Plan Warrants
defined
the Plan
governed
accordance
Warrant
C.
The
Undersigned
Charles Johnson Agreement
and issued
to
hereby
tenders
this
Warrant
as
Acceptance
an Issuer
is
and
as
Effective
Delivery
Agreement Agent have
for
all
the Acceptance
the other Issuers
their
Visitalk
Capital
to
Corporation
Certificate
and
the Implementation hereby
elects to
unless an executed
in
Election form.
Agreement
attached
of
Plan
Warrants
Book
Entry
D.
This
Acceptance
Agreement
this
has been
duly
authorized
by
all
necessary duly
action
on the
an
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance
Agreement
is
has been
officer
executed
by
authorized
or
this
of the
Undersigned
is
and such
in
person
legal
or representative
of the Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If physical
delivery
of the Plan
Warrant
certificates
is
desired
please
and
return
sign
BOTH
to
this
and also sign and return the Election to Certificate Acceptance Agreement Plan Warrant Agreement check for the certificate as Exhibit with along
Agreement
issue fee as
attached
set
the
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accept and
Agreed
Issuer
Acceptance
WARRANT
HOLDER
reco4-Its
sign
Si
uresall
/hould
By/1 Is
p-accepted
CERTIFICATE OF AUTHORIZATION
to be completed
if the
Plan
Warrants
are
being
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
and existing under
and by
of the laws
of_________ state
type
is
and
its
tax
ID number
_________________________________ tax ID or SS federal
further certify that
and
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
the
_____________________________ title
and/or
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
any and
that
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
certify
_______________________________
now
is
name
the
___________________________
title
and __________________________is
now
the
____________________________
title
name
officers set forth
further
certify the
that
the
herein
or and
any one of them
Effective has Delivery
are
duly
authorized and
by the Entity
further
to
execute the
and
carry
out
terms
of the
Warrant
Acceptance
Delivery obligation
Agreement
certify
that
Warrant
Acceptance
legal
and Effective
and binding
Agreement
of the
been
duly
and validly executed
on
behalf
of the Entity
and constitutes
Entity.
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not be
signed
by officer
authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 13 of 44
VT022 552
EXHIBIT
CLAIM HOLDER OWNERSHIP
valid the specific
SCHEDULE
named Claim Holder named herein
Delivery received
The
Plan
Warrants
specified
below
are only
if
or
proper
assignee has executed
prior to
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital
Agreement
the agent
March 31 2006
no
later
and
April
such agreement
been
Corporation as
of the Issuers
than
15
2006.
Claim Holder
Charles
Johnson
Investment Investment
in in in
Series Series Series
14626
N.
12th
Street
Investnent
Phoenix
AZ
85022
Other Investments
$32640
Plan Allowed Plan Class
Claim
32640
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCW-242
BIW-242
4704 941 941 941 941
941
9411
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-242
CSW-242 FNW-242 DBSIW-242 INW-242
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-242 VDW-242 ARW-242 CNW-242 DUW-242
FRW-242
941
941
941 941 941
GEW-242
HSW-242 ITW-242 JPW-242
941 941 941 4j.
KOW-242
POW-242
4i
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 14 of 44
VT022 553
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona
represents
related that
Case No. 00-1303
received and
5-PHIX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Agreement
the
Implementation
Agreement
and have
had
opportunity
ask
questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various Warrants
claimants
are
categorized
in
under and
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan
defined
the Plan
governed
accordance
with the Plan Warrant
Agreement.
C. Delivery
The
Undersigned
Christine
Kelly hereby
tenders
to
this
Execution Warrant
Corporation
to
Acceptance
as
and and
as
Effective the
is
Agreement
the Execution
for
Agreement
Issuers Plan
Visitalk
Capital
an
Issuer
Implementation
also
Agent
elects to
the other
all
and
unless an issued
executed
in
Election Entry
Certificate
Agreement
attached
hereby
all
have
the
of
their 5.9
Warrants
Book
form.
Finally the Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the
Execution
this
Agreement
has been
duly has
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been duly
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAI4 HOLDER
VISITALK
and
CA
CORPORATON
as
an
Issuer
Signaes
a1rcord
holders
sho
Id
sign
ByMichael
Its President
S.
Williams
DateL44
2006
Date
2.
06
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certif
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title and
all
in
full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any certif
written
instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the
___________________________
title
that
and
__________________________is
now
the
____________________________
title
name
officers set forth
further
certif
the
herein
or any
one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certif
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
and validly executed
on behalf
constitutes
and binding
Dated
this
______
day of
200_.
_______________________________________________
Signature of certifing
officer
Must
not
be signed
by officer
authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 15 of 44
VT022 554
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
an
to
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
Execution June
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
15 2006
later
such agreement June
been
Corporation as the agent
of the Issuers no
25
2006.
Claim
Holder
Kelly
Christine
1654
W. Yellowstone Way
Chandler.
AZ
85248
Plan Allowed Plan Class
Claim
5000.00
Issuers
Unit
Warrant
Units
VisitalkCapitalCorpor-ation
VCW-481 BIW-481 BUW-48l CSW-48l FNW-48l
Inc.
1000
250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
Systems
DBW-48l INW-48
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
MKW-481 VDW-481
ARW-48l CNW-481 DUW-481 FRW-48
Services
Inc.
Services Services
Inc. Inc.
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT VT
Korean Services
Inc. Inc.
GEW-48
HSW-481 ITW-48l JPW-48
Portuguese
Services
KOW-481 POW-48
Warrant
and one
Unit
consists
of
consist
of
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 16 of 44
VT022 555
EXECUTION WARRANT
Visitalk
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Capital Corporation
S.
14647
50th
St. 85044
Suite
130
Phoenix
AZ
or
Dear
Sir
Madam
terms the unless defined Warrant Bankruptcy herein have
or the the
A.
Capitalized
same
meaning
Joint
as
defmed
in
the
warrant
agreement dated June
effective
September17
confirmed the by
2004
the
Plan
States
Agreemenf
Court
for
in the
Second
Plan of Reorganization
related that to
222004
the
United
District
of Arizona
represents
Case
No.
00-13035-PHX-RTB
and had reviewed
the
Plan
questions
of visitalk.com
Inc. the
Visitalk.
Plan
the
The
Undersigned
5.9 these
they have
received and have
Plan Warrant
to
Agreement
regarding
Section of
Implementation documents.
Agreement
opportunity
ask
the terms and
restrictions
B.
Each
Issuer the
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in the
under
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such
Plan Warrants
defined
Plan and
governed
accordance
Plan Warrant
Agreement
and
as
C. Delivery
The
Undersigned
Christopher
J.
Webb.
hereby
to Visitalk
tenders
this
Execution Corporation
Warrant
as
Acceptance and
Effective
Agreement Agent
to
the Execution
for the all
Agreement
Issuers Plan
Capital
an Issuer
the
is
Implementation
also
other of
their 5.9
and
unless an executed issued
in
Election Entry
to
Certificate
Agreement
the
attached
hereby
all
elects the
have of
the
Warrants
Book
form.
Finally
Execution
Agreement
accepts
tenns
Section
Implementation
Agreement
D. on
the
This undersigned
part
represents
that if
the
Execution
this
Agreement
has been
duly
authorized
by
all
necessary by an
action
of
the
Undersigned
and
necessary and
in
Execution person
is
Agreement
legal
its
has
been
duly executed of
authorized
officer
or
representative
of the Undersigned
is
such
officer
or
representative
the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E. Execution
If
physical
delivery
of the Plan sign
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Agreement and Agreement
also
and
the
Election for the
to
Certificate
Agreement
fee as set
attached
therein.
the Plan
Warrant
as Exhibit
along
check
certificate
issue
forth
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND
RECEIVED EFFECTIVE
AND EACH
ISSUER
IS
REPRESENTATIONS
Claim Holder
DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION RELYING UPON THE ACCURACY AND COMPLETENESS OF THE CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
and Agreed
Issuer
Acce
Acce CAPI
p1
CJ4IM
HOLDER
VISIT
and as
CORPORATION
tion gent
fnr the
as
an
Issuer
other
Issuers
OA
aturq
al
rd holders 2006
should
sign
B1/Michael
President
S.
Williams
Date
tj/J4/1J
Date
II
2006
CiwJ
aTbffiW
2.-
TWfSP
to
be completed
CERTIFICATE
if the
OF AUTHORIZATION
are
Plan Warrants
being
accepted
by
an
Entj
hereby
certify
that
name
is
of
company
and
existing
trust
partnership and by
or other
virtue
form
of entity of the
State
__________________ entity type
its
organized
under
of the laws
of state
and
tax
ID number
is
____________________________ federal tax ID or SS
further certify that
and
it
is
currently
in
good
standing
and
its
charter
in
full
force
and
effect.
the
___________________and/or
title and
further deliver certify
the
_______________
title necessary or
are
fUlly to
authorized
effectuate
and the
empowered
authority
to
make
execute
any
and
all
written
instruments
proper
hereby
conferred.
that
now
is
name
the
______________________
title
certify the that
and
______________________is
now
the
_______________________
title execute
further
name
officers set forth
further
the
herein
or any
one
of
them
are duly
authorized
by
the
Entity
to
and
that
cany
the
out
tenns
of the Execution Acceptance
legal
Warrant and and
Acceptance Delivery
and
Effective
Delivery has been
Agreement
duly and
and
certify
Execution
the Entity
Warrant and
Effective binding
Agreement
the Entity.
validly
executed
on
behalf
of
constitutes
obligation of
Datedthis...................dayof
.200_.
_____________________________________
Signature of
certifying officer
Must
not
be
signed
by
officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 17 of 44
VT022 556
CwM HOLDER
The
Plan Warrants assignee specified has executed
SCHEDULE
below
an
to
are only
valid
if the
specific
named
and
Claim
Holder
named
herein
or
proper
Execution June
Warrant and
Acceptance such agreement
Effective has been
Delivery received
Agreement
by Visitalk Capital
Execution
Corporation
Agreement
as the agent
prior of the
152006
no
later
issuers
than June
25
2006.
Claim Holder
Christooher 1453
J.
Webb
Avenue
10 128-2506
Lexington York.
New
Plan Plan
NY
Allowed Class
Claim
75000.00
Unit
Visitalk Capital Corporation
Warrant
Units
VCW-692
BIW-692
VT Billing Services Inc. VT Business Peoducts Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
LQ
15.000
BUW-692
CSW-692 FNW-692
Inc.
Systems
DBW-692
INW-692
VT VT VT VT VT VT VT
International
Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc.
Marketing Video Arabic Chinese Dutch French
Services Services Services Services Services
MKW-692 VDW-692 ARW-692 CNW-692 DUW-692
FRW-692
j.jQ
VT German Services Inc. VT Hispanos Inc. Services VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
GEW-692
HSW-692 ITW-692 JPW-692
jQ
.j1Q
KOW-692
POW-692
Warrant Warrant and
Unit one
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Wanant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 18 of 44
VT022 557
WARRANT
Visitalk Capital 50th Corporation
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
St. Suite 130
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have or
the
same meaning Second
as
defmed
Plan
in the
warrant
agreement dated June
effective
September 17 2004 confmned the by
the
Agreement
Court
for
in the
Joint
of Reorganization
to
22 2004
United
Bankruptcy
the
District
of Arizona represents
related that
Case
No.
00-1 3035-PT-DC-RIB
the
Plan
of visitalk.com
Inc.
Visitalk.
had
the
The Undersigned
to
they have
their
reviewed
Plan
Warrant
Agreement
and the Plan and have
opportunity
ask
questions regarding
terms
and
restrictions.
B.
Each
Issuer
is
required under
the
Plan
are
to
issue
certain in the
warrants Plan
to
various
claimants
categorized with
the
under Plan
the
Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defmed
and governed
in
accordance
Warrant
C. Delivery
The
Undersigned
Christopher
Jensen
and
hereby
tenders
this
Warrant
Acceptance
as
and Effective and as the
is
Agreement
the Acceptance
for the
Agreement
Warrants
to
Visitalk
Capital
Corporation
to
an
Issuer
Implementation hereby
elects to
Agent have
all
other Issuers Plan
unless an issued
in
executed
Election form.
Certificate
Agreement
attached
of
their
Book
Entry
D.
This
Acceptance
Agreement
this
has
been duly
authorized has
by
all
necessary duly
action
on the part of the
authorized
officer
Undersigned
representative
and
if
necessary
Acceptance
Agreement
is
been
executed
by an
of
or
this
of the
Undersigned
is
and such
in
person
legal
officer
or representative
the
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If
physical
delivery
of the
Plan Warrant certificates and
return the
is
desired
to
please
and
return
sign
BOTH
to
this
Acceptance
Agreement
and
also sign
Election check
Certificate
certificate
Agreement
issue fee as
attached
set
the
Plan Warrant Agreement
as Exhibit
along
with
for the
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED
EFFECTIVE
ACKNOWLEDGES THAT THEY HAVE RECEIVED DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accepted and Agreed
Issuer
Acceptance
WARRANT HOLDER
VISITALK
and
as
CAPI
Agent
ORATON
for
as
an
Issuer
Imp ementati
the other Issuers
Signatures
all
recor
olders
should
sign
By
Its
P-I/c
og7c.
/oc
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are being
accepted
by an Entity
hereby
certify
that
Entity
name
of
company
trust partnership
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
and existing under and by
of the laws
of
type
is
state ________________________________ tax ID or SS federal
further certify that
and
its
tax
ID
number
and
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
the _____________________________ title
and/or
the ______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and deliver any and
further
certify that
all
written instruments
necessary
or
proper
the authority hereby
conferred.
_____________________________
now
is
name
the
_________________________
title
and ________________________is
now
the
_________________________
title
name
officers set forth
further carry
certify
that
the
herein
out the terms
of the
Warrant
Acceptance
Delivery obligation
any one of them are duly authorized by the Entity to execute and Effective Delivery Agreement and certify further that the
or has
and
Warrant
Acceptance
legal
and Effective and binding
Agreement
of the
been
duly
and validly executed
on behalf
of the Entity
and constitutes
Entity.
Datedthis
_____ dayof
200_.
Signature of
certifying officer
Must
not
be signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 19 of 44
VT022 558
EXHIBIT CLAIM HOLDER OWNERSHIP SCHEDULE
The Plan Warrants
below
are
specified
oniy valid
if
the specific
named Claim Holder named herein
Delivery Agreement
received
or
proper assignee has
executed
Warrant
Acceptance
and
Effective has
Acceptance
Capital
Agreement
the agent
prior
to
March 31 2006
later
and
April
such agreement
been
by Visitalk
Corporation
as
of the Issuers no
than
15
2006.
Claim Holder
Christopher
Jensen
Investment in Series Investment in Series
120 12 East Arabian Pk Dr
Scottsdale
Investment in Series Other Investments $4505
AZ
85259
Plan Allowed Plan Class
Claim
4505
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCCW-102
BIW-102
36039 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487 450487
VT VT VT
VT
Billing
Services
Business Products
BUW-102
CSW-102 FNW-102 DBSIW-102 INW-102
Consumer Services
Financial
Services
Dynamic Biometric Systems
VT VT VT VT VT VT VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-102 VDW-102 ARW-102 CNW-l02 DUW-102
FRW-102
German Services
Hispanos
Italian
GEW-102
HSW-102 ITW-102 JPW-102
Services
Inc.
Services
Japanese Korean
Services
Inc.
Services
Inc. Inc.
KOW-102
POW-102
Portuguese
Services
Warrant and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-9
Filed 07/25/2007
Page 20 of 44
VT022 559
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have
the
or in
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
222004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
1the
Agreement
the
the Section
restrictions
Implementation
Agreement
the opportunity
ask questions regarding
the terms and
of these documents.
B.
Each
Issuer the
is
required
if such
under
the Plan
to
issue the
certain
warrants
the
Plan_Wanant
Plan.
to
various claimants
are
categorized
in the
under and
Plan
in
claimants with
meet
the
terms of Section Warrant
5.9
of the
Such
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Cosse Revocable the Execution
Issuers Plan
Living
Trust
hereby
to
tenders
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
is
and
the
Agreement
for
Agreement
issued
Visitalk
Capital
to
an
and
as
Implementation
also
Agent
elects to
the other
all
and
unless an executed
in
Election Entry
Agreement
the
attached
hereby
all
have
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Agreement
legal
its
has been
executed
by
an
authorized
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the Plan also sign
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
COi
ATON
he
as
an
issuer
Implementaf
other
Issuers
____________
Signatures all record
/4/C
By
Its
holdrs should
sign
Michael SWilliams
President
/44
hereby
is
DateAfAiL7.3
2006
Date7/
2006
AO.
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
certify
that
OELEI/DC.ohL.
name
of
LII/s
partners1iip or
Entity
other
company
and
trust
form of entity
of the
State
___________________
entity
organized
existing under
and
by
virtue
of the laws
of
42
state and
its
type
is
and
its
tax
ID number
2.6
federal tax
that further certify
2.
ID or SS
the
and
it
is
currently
in
good
standing
charter
in
full
force
and
effect.
I2UtTL....
title and
further
and/or
the
1A1jL.
title necessary or
are
fully to
authorized effectuate
and empowered
to
make
execute
deliver
certify
any and
that
all
written instruments
proper
the authority hereby
conferred.
Xi4rI/E1Z..
CouE
now
is
the
1flE- -.
title
certify that
and
iE
name
herein or any one of
is
now
name the_________________
title
further
the
officers
set
forth
them
are duly
authorized
by the Entity and
to
execute further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,548.3 kB |
| Pages: | 44 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,561 Words, 65,537 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-9.pdf |
| Download Other Notice - District Court of Arizona ( 2,548.3 kB) |
Preview Other Notice - District Court of Arizona
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