EXECUTION 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
States
A. September confirmed
Capitalized
have or
the
same meaning Second
as
defmed
in the
warrant
agreement dated June
effective
17 2004
by
the
Warrant
Agreement
Court
in the
Joint
Plan of Reorganization
related that to
United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Pian Warrants
of the
Plan.
to
various
claimants
are
categorized
in the
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned
Delivery
Baker
Clesby Naftolin the Execution
Issuers
their
Investors
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and Effective
Agreement
for to
Agreement
unless an Warrants
Visitalk
Capital
to
an
and
as
the Implementation attached
also
Agent
elects
all
the other
and
executed issued
in
Election
Agreement
the
hereby
have
all
of
Plan
5.9
Book
Entry
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been duly authorized
has been duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
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
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
sign
the
Election
for the
to
Certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
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 DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HERE COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CAP
eme
tation
PORATON
Agent
for
as er
an
Issuer
eSignatures all record holders sould
and
the
Issuers
AA
ByIichael
Its
sign
Williams
rI
Date
Date
2006
President
-/
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
hereby
certifi
that
l_ 1i24
name
organized and existing under
is
by an Entity
VA1.
or other
virtue
Entity
form of entity
of the
State
of company trust partnership
and
is
__________________
entity
by
of the laws
of
state and
its
type and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
charter
ID or SS
the
Y45J%.5
and/or the ______________________ title
all
in full
force
and
effect.
further
certify
_____________________________ title
are
fully to
authorized effectuate
and empowered
the
to
make
execute
and
further
deliver
any and
that
written
instru
ents
ecessa
or
proper
hori
hereby
conferred.
certi1
JcPAj
now
the title
now
is
the
____________________________
title
and ____________________________is
name
officers set forth
further
certify
that
the
herein
or
any one of them
and
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certif executed
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the
Entity.
validly
on behalf
constitutes
and binding
Dated
this
______
day
of
fr
200k
Signature of cerNfying signed
officer
Must
not be
by officer
authorized
to
act
Title
of
certifying
Sicer
Case 2:02-cv-02405-HRH
Document 385-8
Filed 07/25/2007
Page 1 of 46
VT022494
CLAIM HOLDER SCHEDULE
The Warrants below
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement
June
been
of the Issuers no
25
2006.
Claim Holder
Baker Glesby Naftolin Glesby
Investors
C/O
3040
G.
Post
Oak Blvd
Suite
1300
Houston
TX
77056
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-335
BIW-335
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500 2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-335
CSW-335 FNW-335
DBW-335
INW-335
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-335 VDW-335 ARW-335 CNW-335 DUW-335
FRW-335 GEW-335
HSW-335.
2500
2.500
ITW-335 JPW-335
2500
2.500
KOW-335
POW-335
2500
2.500
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 385-8
Filed 07/25/2007
Page 2 of 46
VT022495
WARRANT
Visitalk Capital
S.
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
Corporation 130
14647 Phoenix
50th
St. Suite
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
in the
warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
or in the
Plan of Reorganization
related to
22 2004
United
Bankruptcy
for the
District
of Arizona
represents
Case No.
0O-13035-PHIX-RTB
the
the
Plan
of visitalk.com and
the
Inc.
Visitalk.
had
the
The Undersigned
to
that
they have
their
reviewed
Plan Warrant
Agreement
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 and
to
various
claimants
categorized with
the
under Plan
the
Plan
the Plan
Agreement.
Warrants.
Such Plan Warrants
defined
governed
in
accordance
Warrant
C. Effective
The
Undersigned
BAL
for
Global Finance
LLC
Book
hereby
to Visitalk
tenders
this
Warrant
Acceptance
as
and and
is
Delivery
Agreement Agent
the Acceptance
the other Issuers Plan Warrants
Agreement
and issued
Capital
Corporation
to Certificate
an
Issuer
as
the Implementation hereby
elects to
unless an executed
in
Election form.
Agreement
attached
have
all
of
their
Entry
D.
This
Acceptance
Agreement
this
has
been
duly
authorized
by
all
necessary
action
on the
part
of the
Undersigned
representative
and
if
necessary
of the
Undersigned
is
or Acceptance Agreement has been duly executed by an authorized officer and such person is and this officer or representative of the Undersigned legal
in
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
attached forth
the
Plan Warrant Agreement
as Exhibit
along
with
for the
set
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 WITH ITS OBLIGATIONS.
COMPLY
Warrant
Holder Accepted
and Agreed
Issuer
Acceptance
WA
HOLDER
V1SITALK
Signatures
all
record
holders
should
sign
Its
U.
.4-1-75
Name
Title
Walton Christopher Senior Vice President
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
BAL
Global
Finance
company
LLC
or other
virtue
Entity
form of entity
of the
State
is
limited liability
entity
its
name
comp.
is
of
trust partnership
organized
and existing under
and by
of the laws
of
ni iwve
state and
its
type
and
tax
ID number
362736268
federal tax
and
it
is
currently
in
good
standing
charter
ID or SS
infullforceandeffect.
IfurthercertifythatfØ
any
execute
Sr.
Vice
title
Pres.
and
Iati/I/AJt/i/e/////////////////
title
all
is
M/e
fully to
authorized effectuate
and empowered
to
make
and
further
deliver any
certify
written
instruments
necessary
or
proper
the authority hereby
conferred.
that
Christopher
Walton
now
is
name
Sr.
Vice
President
//////////////////////i/ihtd//////////////////////
title
further certify that
name
officers set forth
title
the
herein
or and
carry
out the terms of the Warrant
Acceptance
Delivery obligation
any one of them are duly authorized by the Entity to execute Effective that the Delivery Agreement and certify further
has
and
Warrant
and
Acceptance
legal
and
Effective binding
Agreement
of the
been
duly
and validly executed
on behalf
of the Entity
constitutes
and
Entity.
Dated
this3
day of
2006.
lrh
Signatu
_________________________________________
of not be signed
Herrmann
by
officer authorized
to
Must
act
Assistant
Title
Secretary
officer
of
certifying
Case 2:02-cv-02405-HRH
Document 385-8
Filed 07/25/2007
Page 3 of 46
VT022496
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 Corporation as
Agreement
the agent
prior
March 31 2006
no
later
and such agreement
April
been
of the Issuers
than
15
2006.
Claim
Holder
Global Finance
BAL
231
S.
LLC
Floor Mailcode
ILI-23 1-16-58
Investment Investment
in in in
Series Series Series
John R. Herrmann
LaSalle IL
St.
16th
Investment
Chicago
60697
Other Investments
$61599.24
Plan Allowed Plan Class
Claim
61599.24
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCW-189
BIW-189
8872 1775 1775 1775 1775 1775
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-189
CSW-189 FNW-189 DBSIW-189 INW-I 89
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 VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
I12
1775 1775 1775
MKW-189 VDW-189 ARW-189 CNW-189 DUW-189
FRW-189
112
1775 1775
GEW-1
ITWJPW-
89
11h
1775 1775 1775 1775 1775
HSW-189
189 189
KOW-189
POW-I
89
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 385-8
Filed 07/25/2007
Page 4 of 46
VT022497
WARRANT ACCEPTANCE AND
Visitalk Capital 50th Corporation St. Suite 130
EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan Warrant
States Inc. the or in
A. September confirmed
Capitalized
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.
00-13035-PHX-RTB
the Plan Warrant
the
Plan
of visitalk.com and the Plan and
Visitalk.
had
The Undersigned
to
that
they have
their
reviewed
Agreement
have
the opportunity
ask questions regarding
terms and
restrictions.
B.
Each
Issuer
is
required
under
the
Plan
are
to
issue
certain in
warrants and
to
various
claimants accordance
categorized under with
the
the Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
the Plan
governed
in
Plan
Warrant
C. Effective
The Undersigned
Delivery
BAL
for
Global Finance
and
LLC
Book
hereby
to
tenders
this
Warrant
Acceptance
as
and and
as
Agreement Agent
the Acceptance
the other Issuers Plan Warrants
Agreement
unless an
in
Visitalk
Capital
Corporation
to Certificate
an
Issuer
is
the Implementation hereby
elects to
executed Entry
Election form.
Agreement
attached
have
all
of
their
issued
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
and such
in
has been
officer
executed
by an
authorized
or
this
of the
Undersigned
is
person
legal
or representative
of the
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 COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accepted and
Issuer
Acceptance
VISITALK
and
as
CAPITAL
CORPORATON
Agent
for
as
an
Issuer
Implementation
the other
Issuers
By
Name
Signatures all record holders should
sign
Christopher Senior Vice
Walton President
Title
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
BAL
hereby
certify that
Global
of
Finance
LLC
or other
virtue
Entity
form of entity
of the
State
limited
is
name nmp.
is
company
and
trust partnership and
liability
entity
its
organized
existing under
by
of the laws
of_De1wre
state and
its
and
type tax ID number
362736268
federal tax
and ID
or
it
is
currently
in
good
standing
charter
SS
in full
force
and
effect.
Iflirthercertifythattl
any
Sr.
Vice
title
Presidendi/t4/////I///////////
title
and..all
is
dr
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
written instruments
proper
the authority hereby
conferred.
further
that
Lflristopfler
Walton
necessary
or
_______________________________
now
is
Senior
Vice
title
Pres.__iiiiiiiiiiiiiiitiiiiiyjjiiii/ffliiiiiiiiiiiiii name
officers set forth
title
are
further
certify
that
the
herein
or any
one of them
Delivery
duly
authorized
by the Entity
further
to
execute the
and
carry
out the terms
of the
Warrant
Acceptance
Delivery obligation
and Effective
has
Agreement
and validly
and
certify
that
Warrant
Acceptance
legal
and Effective and binding
Agreement of the
been
duly
executed
on behalf
of the Entity
and constitutes
Entity.
Dated
this
_____ day
of
2006
rh
Signature
certifying officer
John
R.
Herrmann
to
Must
not
be signed
by officer authorized
act
Assistant
Title
Secretary
officer
of
certifying
Case 2:02-cv-02405-HRH
Document 385-8
Filed 07/25/2007
Page 5 of 46
VT022498
EXHIBIT
CLAtM 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 Corporation as
Agreement
the agent
prior
March 31 2006
no
later
and such agreement
April
been
of the Issuers
than
15
2006.
Claim
Holder
Global Finance
BAL
231
S.
LLC
Floor Mailcode ILI-231-16-58
Investment Investment
in in in
Series Series Series
John R. Herrmann
LaSalle IL
St.
16th
Investment
Chicago
60697
Other Investments
$3762.72
Plan Allowed Plan Class
Claim
3762.72
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc.
VCCWBIW188
88
544 109 109 109 109 109
VT VT
Billing Services Business
Products
BUW-188
CSW-188 FNW-188
Inc.
VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBSIW-88
VT
International
Corp.
INW-
88 109 109 109 109 109 109 109 109 109 109 109 109
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 VT
Korean Services
Inc. Inc.
MKW-188
VDW-88 ARW- 88 CNW-88
DUW-188
FRW-188
GEW-188 HSW- 88
ITW-188 JPW-188
KOW-
188
Portuguese
Services
POW-188
Warrant
and one
Unit
consists
of
consist
of
on
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-8
Filed 07/25/2007
Page 6 of 46
VT022499
EXECUTION WARRANT
Visitalk 14647
5.
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Capital 50th
Corporation 130
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein
have
or
A. September confirmed
Capitalized
the
iii
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
Second
Joint
Plan of Reorganization
related to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
Case No. 00-1 3035-PHIX-RTB
received and have and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
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
under and
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Barbara A. Deitch
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
Issuer
and Effective
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
and
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
on the
officer
of the
Undersigned
and
is
if
necessary
been duly authorized by all necessary action has been duly executed an authorized Agreement by
has
legal
its
or representative Execution
of the 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
return 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 OF THE AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
the
as
an
Issuer
Implem
other
Issuers
Si
natutes
cord
holders
should
sign
By MichfS
Its
Williams
Date
2006
President
Date
22006
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 existing under and or other
virtue
form of entity
of the
State
is
___________________
entity
organized
by
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 andlor the ______________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
___________________________
title
that
and
_______
name
herein or any
is
now
the
____________________________
title
further
certify
the
officers
set
forth
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
certify
the Execution
Warrant
Acceptance
legal
and Effective and binding
and validly executed
on behalf
of the Entity and
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 385-8
Filed 07/25/2007
Page 7 of 46
VT022 500
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June 25 2006.
been
of the Issuers no
Claim Holder
Barbara A. Deitch 19195 Mystic
Point Dr.
206
Aventura
FL 33180
Plan Allowed Plan Class
Claim
80000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-3
89
16000
4.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BIW-389
BUW-389
CSW-389 FNW-389
4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000 4000
4.000
DBW-389
IN W-3 89
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 VT VT
Japanese Korean Services
Inc.
MKW-389 VDW-389 ARW-389 CNW-389 DUW-389
FRW-389
GEW-389
HSW-389 ITW-389 JPW-389
Services
Inc. Inc.
Portuguese
Services
KOW-389 P0 W-3 89
4000 4000
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 385-8
Filed 07/25/2007
Page 8 of 46
VT02250
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
A. September confirmed
Capitalized
17
2004 the Plan Warrant
States
Agreement
Court
for
or in the
same meaning as defined in the warrant agreement Second Joint Plan of Reorganization dated June
of Arizona represents
related that to
effective
22 2004
the
by the United
Bankruptcy
the
District
Case No.
00-13035-PIX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
the
the
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Jssuer the
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various claimants
are
categorized
in
under and
Plan
in
such
claimants
meet
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
with the Plan
Agreement.
C.
The Undersigned Agreement
Barbara Fernebok
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
issuer and
and
as
Effective
Delivery
the Execution
for
Agreement
Issuers Plan
Visitalk
Capital
an
the
is
Implementation
also
Agent
to
the other
all
and
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part or
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
representative
Undersigned
enforceable
such
officer
or representative
of the
and
this
Execution
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
along return 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
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 IMPLEMENTATION AGREEMENT AND 5.9 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
aiid as
CAPITAL
CORPORATON
as
an
issuer
ignaturestll
record
holders
should
sign
By Michal
Its
S.
Williams
Date/
2006
President
Date77
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
or other form
virtue
of entity of the
State
is
___________________
entity
organized
existing under
by
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
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any and
that
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
that
the
herein
or
any one of them
and
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
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on behalf
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 385-8
Filed 07/25/2007
Page 9 of 46
VT022 502
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June
25
2006.
Claim
Holder
Barbara Fernebok 6931
Arlington
Rd
410
Bethesda
MD
20814
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-412
BIW-412
10000 2500 2500 2500 2500 2500 2500 2500 2500
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-412
CSW-412 FNW-412
DBW-412
INW-412
VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch Services
Inc.
VT
Services
Inc.
MKW-412 VDW-412 ARW-412 CNW-412 DUW-412
FRW-412
2500 2500 2500 2500 2500 2500 2500
2.500 2.500
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.
GEW-412
HSW-412 ITW-412
JPW-4U KOW-412
POW-412
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Wanant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-8
Filed 07/25/2007
Page 10 of 46
VT022 503
EXECUTION 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 have the Plan
States Inc. the
A.
Capitalized
the
in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Warrant
Agreement
Court
for
or
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-
13035-PHX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
and had
Agreement
Implementation
Agreement
opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in the
under and
Plan
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C.
The Undersigned Acceptance
as
Barbara K. Wasinger
Delivery
IRA Acct
6TL
0448858
hereby
tenders
to
this
Execution
Capital Election Entry form.
to
Warrant
and Effective
and
is
Agreement
the Execution
for
all
Agreement
and
Plan Warrants
Visitalk
Corporation
Certificate
an
Issuer
as
the Implementation
also
Agent
to
the other Issuers
unless an executed issued
in
Agreement
the Execution
attached
hereby
all
elects
have
of
their 5.9
Book
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
undersigned
represents
that
the Execution
this
Agreement
has
been duly
has
authorized duly
by
all
necessary
action
on the part of the Undersigned
officer
and
if
necessary
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
or representative Execution
of the
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
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
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
TON
as
an
Issuer
Signatures
all record
holders
should-sign
Its
Date
President
Date
2006
4_LL2O06
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
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
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the _________________________ title
further certify that
and
____________________________is
now
the
_____________________________
title and
that
name
officers set forth
the
herein
or any
one of them
and
are
duly
authorized
by the Entity
to
execute
further
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
and
certify
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on behalf
of the Entity 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 385-8
Filed 07/25/2007
Page 11 of 46
VT022 504
CLAIM HOLDER SCHEDULE
The Warrants below
an
to
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim
Holder IRA Acct 6TL
0448858
Barbara K. Wasinger Barbara K. Wesinger 1602
Elm
Hays KS 67601-3741
Plan Allowed Plan Class
Claim
35500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-684
BIW-684
7.100
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
1775 1775 1775
1775 1775 1775
1.775 1.775
BUW-684
CSW-684 FNW-684
DBW-684
INW-684
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-684 VDW-684 ARW-684 CNW-684 DUW-684
FRW-684
1775 1775 1775 1775
1775 1775
GEW-684
HSW-684 ITW-684 JPW-684
1775 1775 1775 1775
KOW-684
POW-684
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Wanant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-8
Filed 07/25/2007
Page 12 of 46
VT022 505
EXECUTION WARRANT
Visitalk Capital Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
50th
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan Warrant
States
A. September confirmed
Capitalized
the
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
or
in the
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona
represents
related
Case No.
00-13035-PHX-RTB
and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
Agreement
Implementation
Agreement
had the opportunity
ask questions regarding
the terms and
restrictions
of these documents.
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 and
Plan
such
claimants
meet
terms of Section
5.9
Such Plan Warrants
defined
Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C. Warrant
The
Undersigned
Barbara K. Wasinger
Delivery
SEP IRA Acct 8612-8315
the Execution
for
all
hereby
to
tenders
this
Execution
Acceptance
as
and Effective
Issuer
is
Agreement
Agreement
and
Plan Warrants
Visitalk
Capital Election Entry form.
to
Corporation
Certificate
an
and
as
the Implementation
also
Agent
to
the other Issuers of
their 5.9
unless an issued
executed
in
Agreement
the Execution
attached
hereby
all
elects
have
the
Book
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part or
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
representative
Undersigned
is
and such
in
officer
or representative
of the
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the Plan also sign
Warrant
return
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
with
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
Signatures
all
record
holders
should
si
Its
Date
--L2006
President
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
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
and existing under
by
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 full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
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
one
of
them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution Acceptance
legal
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution
Warrant
Effective
and
validly
executed
on behalf
of the Entity and
constitutes
and binding
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 385-8
Filed 07/25/2007
Page 13 of 46
VT022 506
CLAIM IIOLDER SCHEDULE
the specific
The
Plan
Warrants
specified
below
are only
valid
if
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee has executed
an Execution
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June
25
2006.
Claim Holder
Barbara K. Wasinger 1602
SEP IRA Acct 8612-83
15
Elm
1-3741
Hays KS 6760
Allowed
Plan.
Clairn.
$1.5-000.O0
Plan Class
Issuers
Unit VCW-686
BIW-686
Warrant
Units
Visitalk
Capital
Corporation
3000
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-686
CSW-686 FNW-686
DBW-686
INW-686
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.
MKW-686 VDW-686 ARW-686 CNW-686 DUW-686
FRW-686 GEW-686 HSW-686 ITW-686
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.
VTJapaneseServicesInc.
VT VT
Korean
Services
Inc. Inc.
KOW-686
POW-686
750 750
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 385-8
Filed 07/25/2007
Page 14 of 46
VT022 507
WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix Dear
AZ
or
85044
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
the
in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
District
of Arizona
related
Case No. 00-13035-PHIX-RTB
the
Plan
of visitalk.com
Inc.
Agreement
and the Plan and have
The Undersigned the Plan Warrant Visitalk. represents that they have reviewed had the opportunity to ask questions regarding their terms and restrictions.
B.
Each
Issuer
is
required under
the Plan
are
to
issue
certain in
warrants
to
various
in
claimants
categorized under
the Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
the Plan
and governed
accordance
with the Plan Warrant
C. Effective
The Undersigned
Delivery
Barton
R.
Leslie
J.
Hays
hereby
to
tenders
this
Warrant
Acceptance
as
and and
as
Agreement
for
the Acceptance
the other Issuers Plan Warrants
Agreement
and issued
Visitalk
Capital
to
Corporation
Certificate
an
Issuer
is
the Implementation hereby
elects to
Agent have all of
unless an executed
in
Election form.
Agreement
attached
their
Book
Entry
D.
This
Acceptance
Agreement
this
has
been duly
authorized has
by
all
necessary duly
action
on the
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance and such
in
Agreement
is
been
executed
by an authorized
of the
or
this
of the
Undersigned
is
person
legal
officer
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
and
return
sign
BOTH
this
Acceptance Agreement Plan Warrant Agreement
and
also sign
the
Election check
to Certificate
certificate
Agreement
issue fee as
set
attached forth
to the therein.
as Exhibit
along with
for the
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.
Issuer
Acceptance
VISITALK
khc
CERTIFICATE OF AUTHORIZATION
to
be
ot/oe6g-
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_________ state
type
is
and
its
tax
ID number
________________________________ tax ID or SS federal
frirther certify that
and
it
is
currently
in
good
standing
and
its
charter
in
frill
force
and
effect.
the _____________________________ title
and/or
the ____________________ title
are
frilly
authorized effectuate
and empowered
to
make
execute
and deliver any and
frirther certify that
all
written instruments
necessary
or
proper
to
the authority hereby
conferred.
_____________________________
now
is
name
the title further carry
certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
Delivery
are
duly
authorized
by the Entity
further
to
execute the
and
out the terms
of the
Warrant
Acceptance
Delivery obligation
and Effective
has
Agreement
and
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 385-8
Filed 07/25/2007
Page 15 of 46
VT022 508
EXHIBIT CLAIM HOLDER OWNERSHIP
The
Plan
SCHEDULE
named Claim Holder named herein
Delivery received or
Warrants
specified
below
are only
valid
if
the specific
proper
assignee has executed
prior to
WarrantAcceptance
31
and
Effective has
Agreement by Visitalk
Acceptance
Capital
Agreement
the agent
March
no
2006
than
arid
such
agreement
2006.
been
Corporation as
of the Issuers
later
April
15
Claim Holder
Barton R.
Leslie
J.
Hays
Investment Investment
in in in
Series Series Series
10250
Vista
Del La Cruz 91941
Investment
La Mesa.
CA
Other Investments
$1305.76
Plan Allowed Plan Class
Claim
1305.76
ILk
Unit Warrant
Issuers
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCCW-128
BIW-128
10447 5224 5224 5224 5224
VT VT VT VT VT VT
VT VT
Billing Services
Business Products
BUW-128
CSW-128 FNW-128 DBSIW-128
Consumer Services
Financial
Services
Dynamic Biometric Systems
International Corp.
5224
Inc.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Services Services
VT VT VT VT VT VT
VT
Services
Inc.
Services Services
Inc. Inc. Inc. -Inc.
MKW-128 VDW-128 ARW-128 CNW-128 DUW-128 FRW128
5224 5224 -5224 5224 5224 5224 5224 5224 5224 5224 5224
German Services
Hispanos
Italian
GEW-128 HSW-128 ITW-128 JPW-128
Services
Services
Inc. Inc.
Japanese Korean
Services
VT VT
Services
Inc. Inc.
KOW-128
POW-128
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 385-8
Filed 07/25/2007
Page 16 of 46
VT022 509
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 same meaning as defmed in the warrant agreement dated June the Plan Warrant Agreement or in the Second Joint Plan of Reorganization
States effective
A.
Capitalized
September 17
confirmed
2004
22 2004
by the United
Bankruptcy
Court
for
the
District
of Arizona represents
related
to
Case No.
00-13035-PIand reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
Agreement
the
Implementation
Agreement
had
opportunity
ask questions regarding
the 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
claimants
are
categorized
in the
under and
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The
Undersigned
Barton
R.
Leslie
J.
Hays
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer
is
and as the
Delivery
Agreement
for
the Execution and
Agreement
unless an issued
Capital
to
Corporation
Certificate
and
Implementation
also
Agent
elects to
the other Issuers
all
executed
in
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part or
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
or
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
representative
Undersigned
is
and such
in
officer
representative
of the
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
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
CLAIMJIOLDER
VISITALK
and
as
CAPITAL
CORP
TON
as
an
Issuer
Implementation
other
Issuers
Signatures
allhcord
holdrs should
sign
By
Its
Michael President
S.
\illiams
Date
4-72006
to
be completed
if
Date
-72oo6
CERTIFICATE OF AUTHORIZATION
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_________ state
___________________ entity type
its
organized
existing under
by
of the laws
and
tax
ID number
is
________________________________ 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
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
________________________
title
certify that
and _______________________is
now
the
________________________
title
name
officers set forth
further
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
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
been
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 385-8
Filed 07/25/2007
Page 17 of 46
VT02251
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
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
prior
June 15 2006 no
later
and such
than
agreement
been
the agent
of the Issuers
June
25
2006.
Claim
Holder
Leslie
J.
Barton R. 10250
Vista
Hays
Del La Cruz 91941
La Mesa
CA
Plan Allowed Plan Class
Claim
3500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-447
BIW-447
700
175 175 175 175
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-447
CSW-447 FNW-447
DBW-447
INW-447
175 175 175
175 175 175 175 175 175 175 175 175 175 175
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-447 VDW-447 ARW-447 CNW-447 DUW-447
FRW-447 GEW-447 HSW-447 ITW-447 JPW-447
KOW-447
POW-447
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 385-8
Filed 07/25/2007
Page 18 of 46
VT02251
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan
States Inc. the
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17 2004
by
the
Warrant
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
22 2004
the
United
Bankruptcy
District
of Arizona represents
related that
Case
No.
00-13035-PHX-RTB
and had reviewed
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer
is
required under
if
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various claimants
are
categorized
in the
under and
the Plan
in
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
with the Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Benjamin
P.
Welsh
hereby
to
tenders
this
Execution Warrant
Corporation
as
Acceptance
Issuer
and as the
is
Effective
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
and
Implementation
also
Agent
elects to
the other Issuers
all
unless an issued
executed
in
Election Entry
to Certificate
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the terms of
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
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an
authorized
or representative Execution
Undersigned
is
and
in
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
along return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
with
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. VESITALK 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
tation
TON
Ag
or
as
an
Issuer
Impleme
other Issuers
Signatres Date
ll record.4lders
92006
should
sign
_____________
By
Its
Michael
S.
Williams
President
Date
_2006
L/.f2.
CERTIFICATE OF AUTHORIZATION
to be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
cettif
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
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any and
certify that
written
instruments
necessary
or
proper
the authority hereby
conferred.
_______________________________
now
is
name
the
___________________________
title
and __________________________is
now
the
____________________________
title
the
name
officers set forth
further
certify
that
the
herein
or any
one of them
and
are
duly
authorized
by
Entity
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
and
certify
the Execution of the Entity
Warrant
Acceptance
legal
Effective
Agreement
of the
Entity.
validly executed
on behalf
and
constitutes
and binding
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 385-8
Filed 07/25/2007
Page 19 of 46
VT02251
CLAIM HOLDER
The Warrants below
valid
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
if
the specific
or
proper
assignee has executed
an Execution
to
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 Holder
Benjamin 400
59th
P.
Welsh
St
New York
NY
10022
Plan Allowed Plan Class
Claim
35000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-695
BIW-695
7000 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750
1.750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc.
BUW-695
CSW-695 FNW-695
Inc.
VT
VT VT VT
Financial
Services
Inc.
Dynamic Biometric Systems
International Corp.
DBW-695
INW-695
Marketing Video Arabic Chinese
Services
Inc. Inc.
Inc.
Services Services
VT
VT
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-695 VDW-695 ARW-695 CNW-695 DUW-695
FRW-695 GEW-695 HSW-695 ITW-695 JPW-695
1750 1750 1750 1750 1750 1750 1750
KOW-695
POW-695
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 385-8
Filed 07/25/2007
Page 20 of 46
VT02251
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 defined herein have the Plan
States
A. September confirmed
Capitalized
the
same meaning Second
Joint
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
for
or
in the
Plan of Reorganization
related that to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
3035-PHIX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received
and had
Agreement
Implementation
Agreement
and have
opportunity
ask
questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
ii
under
Plan
such
claimants with
meet the terms of Section
the
5.9
Such Plan Warrants
defmed
the Plan and
governed
ii
accorthnce
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Benn
Jacobson
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
hereby
all
elects the
Agent to have
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the
attached
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
terms of
the
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly authorized
has
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
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
Plan Warrant and
along return 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
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION EXECUTED AND REVIEWED 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
Impl
Its
President
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
trust partnership
or other
virtue
form of entity
of the
State
is
____________________ type tax ID number
entity
organized
and existing under
and by
of the laws
of_________ state
and
its
is
and
federal tax
that
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,719.4 kB |
| Pages: | 46 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,448 Words, 65,538 Characters |
| Page Size: | 611 x 1021 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-8.pdf |
| Download Other Notice - District Court of Arizona ( 2,719.4 kB) |
Preview Other Notice - District Court of Arizona
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