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 defmed herein have the Plan Warrant
States hic. the
A. September
Capitalized
the
in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or
Second
Joint
of Reorganization
to
22 2004
the
confimed the
Plan
to
by the United
ofvisitalk.com
Bankruptcy
the
District
of Arizona represents
related that
Case No.
0O-13035-P1-IX-RTB and reviewed
the
Plan
Warrant
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
Implementation
Agreement
had
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 Warrants
claimants
are
categorized
in the
under
Plan
such
claimants
meet
terms of Section
5.9
Such
Plan
defmed
Plan and
governed
in
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
A.
C.
and
Frances
Providenti hereby
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and
the
Agreement
for
the Execution and
Agreement
unless an issued
in
to
Visitalk
Capital
to
an
and
as
Implementation
also
hereby
all
elects the
Agent to have
the other Issuers
all
executed
Election Entry
Agreement
the
attached
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
terms of
the
Section
Implementation
Agreement.
D.
This undersigned the
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
officer
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
to
this
Execution
Agreement
and
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 UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim
HokJer
ceepted
and
Agreed
Issuer
Acceptance
3LAIM HOLD
VISITALK
and
as
CAPITAL
an
Issuer
Implementation
Signatures
all
record
holders
should
sign Date
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
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
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
name
officers set forth
title
are
the
herein
or any
one of them
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
Agreement
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
been duly and
validly
executed
on behalf
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 385-7
Filed 07/25/2007
Page 1 of 46
VT022448
CLAIM HOLDER
The Warrants below
an
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim Holder
A. C. and 24 South
Frances Providenti
Court
Port
Washington
NY
11050
Plan AllowedClaim Plan Class
70000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-578
BIW-578
14000 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-578
CSW-578 FNW-578
DBW-578
INW-578
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-578 VDW-578 ARW-578 CNW-578 DUW-578
FRW-578 GEW-578 HSW-578 ITW-578 JPW-578
KOW-578
POW-578
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Wan-ant one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 2 of 46
VT022449
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
Warrant have
or the in
Capitalized September confirmed
same meaning
the
as
defmed
in
the warrant
agreement dated June
effective
17 2004 the Plan
by the United
States
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
22 2004
Bankruptcy
the
District
of Arizona
represents
Case No.
00-13035-PHX-RTB
the Plan Warrant
the
Plan
of visitalk.com
Inc.
Visitalk.
had
the
The Undersigned
to
they have
their
reviewed and
Agreement
and the Plan and have
opportunity
ask questions regarding
terms
restrictions.
B.
Each
Issuer
is
required under
the Plan
are
to
issue
certain in the
warrants Plan
to
various
in
claimants
categorized
under
the Plan
the Plan Warrants.
Agreement.
Such Plan
Warrants
defined
and governed
accordance
with the Plan
Warrant
C.
The
Undersigned
Administaff Agreement
issued
to
Inc.
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
and 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
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance
and such
in
Agreement
is
has been
officer
executed
by an authorized
of the
or
this
of the
Undersigned
is
person
legal
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If
physical
delivery
of the also
Plan Warrant and
return
certificates
is
desired
to
please
and
return
sign
BOTH
to
this
Acceptance
Agreement
and
sign
the
Election check
Certificate
certificate
Agreement
issue
fee
attached forth
the
Plan Warrant Agreement
as Exhibit
along with
for the
as
set
therein.
BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED AND EACH EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accepted and
WARRANT HOLDER
ff
Inc.
Siires aHrecod
Douglas
S.
vrvl
holders
Agreed
Issuer
Acceptance
VISITALK
and
as
CAPIT
Sharp CFO
should sign Treasurer
By i1S. W1LLIA-fr15
Its
Psb-r
accepted
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
by an Entity
hereby
certify
that
Administaff
Inc.
or
Entity
other
is
corporation
entity
of company trust partnership and existing under and by organized
name
form of entity of the
State
virtue
of the laws
of
Delaware state
type
is
and
its
tax
ID number
76-0479645
federal tax
that
and ID or SS
the Chief
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
further
Financial
Officer
and
certify
and/or
the
Chief Executive
title
Officer
Treasurer
are fully to
title deliver any
certify
authorized effectuate
and
empowered
to
make
execute
and
further
and
all
written instruments
S.
necessary
or
proper
the authority hereby
conferred.
that
Douglas
Sharp
now
Officer
is
Chief the
and
Financial Treasurer
title
Officer and Paul J. Sarvadi
is
name
now
the
Chief Executive
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 and
Warrant
Effective
Acceptance
Delivery obligation
and Effective
has
Agreement
and
and
certify
that
Warrant
Acceptance
legal
Agreement of the
been
duly
validly executed
behalf
of the Entity
and constitutes
and binding
Entity.
Dated
this
_____
day
of
March
20.
Signatur
certifying
cer officer
Joh
H.
Spurgin
to
II
Must
Seni and
Title
be signed Vice President
authorized
act
Legal
General Counsel
of
certifying officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 3 of 46
VT022450
EXHIBIT
CLAIM HOLDER
The Warrants below
OWNERSHIP
SCHEDULE
named Claim Holder named herein
Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee
has executed
to
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital
Agreement
the agent
prior
March 31 2006
no
later
and
April
such agreement
been
Corporation
as
of the Issuers
than
15
2006.
Claim
Holder
Inc.
Administaff Aftn. 19001 John H.
Crescent
Investment
II
in in in
Series Series Series
Spurgin
Springs
Investment Investment
Drive
Kingswood
TX
77339-3802
Other Investments
$110465.3
Plan Allowed Plan Class
Claim
110465.3
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCWBIW-174
174
15912 3182 3182 3182 3182 3182
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-174
CSW-174
FNW-74
DBSIW-174 INW-174
VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
MKW-174 VDW-174 ARW-174 CNW-174 DUW-174
FRW-174
3182 3182 3182 3182
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.
II
3182
GEW-174
HSW-174 ITW-174 JPW-174
KOW-174
POW-174
Warrant Unit
and one Warrant.
consists
of
consist
of ohe
AWarrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 4 of 46
VT022451
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 have the same meaning
as
A.
Capitalized
defmed
in
the warrant
agreement dated June
effective
September 17
confirmed
2004 the Plan Warrant
States
Agreement
Court
for
or
in
the
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona
Case No.
00-13035-PFIX-RTB
the
Plan
of visitalk.com and the Plan
Inc.
Agreement
and have
The Undersigned reviewed the Plan Warrant Visitalk. represents that they have 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 with
under
the Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
the Plan
and governed
accordance
the Plan
Warrant
C.
The Undersigned the Acceptance
the other Issuers
their
AHP
and
Holdings
to
LP
hereby Capital
tenders
this
Warrant
as
Acceptance
Issuer
is
and Effective
as
Delivery
Agreement Agent have
for
all
Agreement
issued
in
Visitalk
Corporation
Certificate
an
and
the Implementation hereby
elects to
unless an executed
Election form.
to
Agreement
attached
of
Plan
Warrants
Book
Entry
D.
This
Acceptance
Agreement
this
has
been duly authorized Agreement
is
Undersigned
representative
and
if
necessary
Acceptance
has
action on the part of the by all necessary been duly executed by an authorized officer or representative
or
this
of the Undersigned
is
and such
in
person
legal
officer
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
this
Acceptance
Agreement
and
also sign
the
Election check
Certificate
certificate
Agreement
issue
fee
attached forth
to the therein.
Plan Warrant Agreement
as Exhibit
along
with
for the
as
set
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 Accepted and
Agreed
Issuer
Acceptance
LDER
VISITALK
and
as
CAPT
______
RATON
as
an
Issuer
Signatures
all record
holders
should
sign
By I1/
Its
PF-Esi
id
by an Entity
..L-
/1
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are being
accepted
hereby
certify
that
14jP
name
organized
t4i
of
ktWsc
trust partnership under or other
virtue
Entity
form of entity
of the
State
41
is
compan
and exisMg
and by
of the laws
of
IV
state and
its
entity
type
is
and
its
tax
ID number
0L
OOO .tI
federal tax
that
and
it
is
currently
in
good
standing
charter
ID or SS
the
in full
force
and
effect.
further
certify
L-qvcZ.L
title
tre
all
and/or
the
____________________
title
are
fully to
authorized effectuate
and empowered
to
make
execute
and deliver any and
further certify that
vjitten
proper
the authority hereby
the
Ccrd
certify that
CA
officers
conferred.
U1
1uments
necessary
or
ID
now
is
and
1tJQtX
name
herein or
is
now
the
Poj4rectitle
title
further
the
set
forth
any one of them
Delivery
are
duly
authorized
by the Entity
further
to
execute the
and
cany Warrant and
out the terms
of the Warrant and Effective and binding
Acceptance
Delivery obligation
and Effective
has
Agreement
and
certify
that
Acceptance
legal
Agreement
of the
been
duly
and validly executed
on behalf
of the Entity
constitutes
Entity.
Dated
this
______
day
of\jQMUcft1
200.
___________________________________________ officer Signature of certifying
Must
not
be signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 5 of 46
VT022452
EXHIBIT CLAIM HOLDER OWNERSHIP
Plan Warrants
proper
SCHEDULE
named Claim Holder named herein
Delivery received or
specified
below
are only
valid
if
the specific
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
AHP
Holdings
LP
Investment Investment Investment
in in in
Series Series Series
Alec H. Petro 37 Fort Hill Lane
Duxbury
MA 02332
Claim $102000
Other Investments
$102000
Plan Allowed Plan Class
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation Inc.
VCCW-175
BIW-175
14692 2939 2939 2939 2939 2939
VT
Billing
Services
VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-175
CSW-175 FNW-175 DBSIW-175 INW-175
VT
International
Corp.
VT VT VT
VT VT
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-175 VDW-175 ARW-175 CNW-175 DUW-175
FRW-175 GEW-175
2939
VT VT VT VT VT VT
VT German
Hispanos
Italian
Services Services
HSW-
175
Services
Inc. Inc.
ITW-175 JPW- 175
Japanese Services Korean Services
Inc. Inc.
KOW-175
POW-175
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 385-7
Filed 07/25/2007
Page 6 of 46
VT022453
WARRANT ACCEPTANCE AND
Visitalk Capital
5.
EFFECTIVE DELIVERY
AGREEMENT
Corporation
14647 Phoenix
50th
St. Suite 130
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have the
in
A. September confirmed
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
for
or
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
related
Case No. 00-13035-PHX-RTB
reviewed the Plan Warrant
the
Plan
of visitalk.com
Inc.
Visitalk.
The Undersigned
to
that
they have
their
Agreement
and the Plan and have
had 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
in
categorized under with the Plan
the Plan
the Plan Warrants.
Agreement.
Such
Plan Warrants
defined
the Plan
governed
accordance
Warrant
C. Delivery
The Undersigned Agreement the
for
all
Alan
Thomas Bradburv
Agreement
and Warrants
to
hereby
tenders
this
Warrant Acceptance
as
and Effective
as
is
Acceptance
Visitalk
Capital
Corporation
to
an
Issuer
and
the attached
Implementation hereby
elects to
Agent have
the other Issuers
their
unless an executed issued
in
Election form.
Certificate
Agreement
of
Plan
Book
Entry
D.
This
Acceptance
Agreement
this
has
been duly
authorized has
by
all
necessary
action
on the part of the
officer
Undersigned
representative
and
if
necessary
Acceptance and such
in
Agreement
is
been duly executed
or representative
by an authorized
or
this
of the
Undersigned
is
person
legal
officer
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.
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.
EFFECTIVE
Warrant Holder Accepted and Agreed
Issuer
BY EXECUTION BELOW THE UNDERSIGNED
Acceptance
WARRANT HOLDER
VISITALK
and
as
ALe
Signatures all record holders stould
sign
By
Vs. srCcISrS
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
______________________________ 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
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_____________________________
now
is
name
the title
flirther certify that
and
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
carry
out the terms
of the
Warrant
Acceptance
Delivery obligation
and Effective
has
Agreement
and
certify
that
Warrant and
Acceptance
legal
and Effective and binding
Agreement
of the
been
duly
and validly executed
on behalf of the Entity
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 385-7
Filed 07/25/2007
Page 7 of 46
VT022454
EXHIBIT
CLAIM HOLDER
The Plan Warrants
proper
OWNERSHIP
SCHEDULE
named Claim Holder named herein
Delivery received
specified
below
are only
valid
if
the specific
or
assignee
has
to
executed
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital Corporation as
Agreement
the agent
prior
March 31 2006
no
later
and
April
such agreement
been
of the Issuers
than
15
2006.
Claim
Holder
Bradbury Investment
in
Alan Thomas
Series
C/O Garden of Eden Arboretum
10600
Investment in Series Investment
in
Hana Highway
Series
Haiku HI 96708
Plan Allowed Plan Class
Other Investments
$13057.54
Claim
13057.54
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCCW-1
BIW-115
15
104461 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231 52231
VT
VT
Billing
Services
Business Products
BUWCSWFNWINW-1
115 115 115
VT VT VT VT VT
VT
Consumer Services
Financial
Services
Dynamic Biometric Systems
International Corp.
DBSIW-115
15
Marketing Video
Services
Inc. Inc.
Inc.
Services
MKW-115 VDW-1 15
Arabic Services Chinese Dutch French Services
ARW-
115
VT VT
VT
Inc.
Services Services
Inc. Inc. Inc. Inc.
VT
VT VT
German Services
Services Services
CNW-1 15 DUW-1 15 FRW- 15 GEW- 115
HSW-115 ITWJPW15 115 115
VTHispanos
Italian
Inc. Inc.
Japanese Services Korean Services
VT VT
Inc. Inc.
KOW-
Portuguese
Services
POW-il
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 385-7
Filed 07/25/2007
Page 8 of 46
VT022455
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 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
by the United
Bankruptcy
the
District
of Arizona represents
related
Case
No.
00-1
3035-PHX-RTB
reviewed
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
and had
1the
Plan Warrant
to
Agreement
the
the
the Section
restrictions
Implementation
Agreement
opportunity
ask
questions regarding
terms and
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
under
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such Plan Warrants
defined
the Plan and
governed
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Alan Thomas
Bradbury
and
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and and
as
Agreement
for
the Execution
Agreement
unless an issued
Visitalk
Capital
to
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
Agreement
attached
hereby
all
elects
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally the 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 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
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.
Ciaim
Hder
Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
the other Issuers
Signatures
a11
record
holder
should
sign
By
Its
Michael$Wi11rns
PresicjEnt
Date
__________
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
4ti77t/
c///
of company trust partnership
and existing under and by
or
Entity
other
is
C/4-5
entity
name
type
is
form of entity of the
State
organized
virtue
of the laws
of
/4
state and
its
and
its
tax
ID number
iS
federal tax
that further certify
620if
ID or SS
the
and
it
is
currently
in
good
standing
charter
in full
force
and
effect.
_____________________________ title
and/or
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver
any
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
that
_______________________________
now
is
name
the
_______________________
title certif
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 been
Agreement
duly
certify
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 be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 9 of 46
VT022456
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
Alan Thomas Bradbury of Eden Arboretum
CIO Garden
10600
Hana Highway
Haiku HI 96708
Plan Allowed Plan Class
Claim
220000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-351 BIW-351 BUW-351 CSW-351 FNW-351
Inc.
44000 11000 11000 11000 11000 11000 11000 11000
11.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
Systems
DBW-351 INW-351
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
MKW-351 VDW-351
ARW-351 CNW-351
11000 11000 11000 11000 11000
11.000 11.000 11.000
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
DUW-351
FRW-351 GEW-351 HSW-351
ITW-351 JPW-351
VT German VT Hispanos VT VT
Italian
Services Services
Services
Inc. Inc. Inc. Inc.
Japanese Services Korean Services
VT
VT
KOW-351 P0 W-351
11000 11000
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 385-7
Filed 07/25/2007
Page 10 of 46
VT022457
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 defmed herein have
the
fri
A.
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
September 17
confirmed
2004 the Plan Warrant
States
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-1
3035-PIreviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
the
the
Implementation documents.
Agreement
ask questions regarding
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
under
the Plan
th
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
the Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Albert
and
Karen
Neuburger Agreement
unless an issued
hereby
to
tenders
this
Execution
Corporation
Warrant Acceptance
as
and
the
Agreement
for
the Execution and
Visitalk
Capital
an
Issuer
is
and
as
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
to Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Agreement
accepts
the terms
Section
Implementation
Agreement.
D.
This undersigned
part or
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
representative
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Execution
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
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Date
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
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 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 carry
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
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
Acceptance
legal
and Effective and binding
been
and
validly
executed
on behalf
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 385-7
Filed 07/25/2007
Page 11 of 46
VT022458
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
Agreement
prior
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June
25
2006.
Claim Holder
Albert P.O.
and
Karen
Neuburger
Box 150357
San Rafael
CA
94915
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-55
BIW-551 BUW-551 CSW-551 FNW-551
Inc.
4.000 1.000 1.000 1.000 1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBW-551 INW-551
1000
1.000
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-551 VDW-551 ARW-551
CNW-551
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
DUW-551
FRW-551 GEW-551 HSW-551 ITW-551 JPW-551
KOW-551
POW-551
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 385-7
Filed 07/25/2007
Page 12 of 46
VT022459
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 the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
as
defmed
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
or in the
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
and
the
The Undersigned
Section
5.9
that
they have
received and have
Agreement
Implementation
Agreement
had the opportunity
ask questions regarding
terms
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
categorized
in the
under and
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defmed
Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Aldecoa
Family
Trust hereby
tenders
to
this
Execution
Capital
to
Warrant
Acceptance
as
and
and
as
Agreement
for
the Execution and
Agreement
issued
in
Visitalk
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
Election Entiy
Agreement
the
attached
hereby
all
have
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Agreement
legal
its
has been
executed
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
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution Agreement
and
also 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 THE SECTION EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN 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 COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
L-7
all
VISITALK
CAPITAL
ORATON
as
an
Issuer
Jt---
and
as
Imp
lein1atitesuers
S.
Signatures
Date
rcord holders should 2006
sign
By
Its
Michael
President
Williams
Date//
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certif
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
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 and
all
in full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
written instruments
necessary
or
proper
the authority hereby
conferred.
cerIi
that
___________________________________
now
is
name
the title
further
and
is
now
the title
name
officers set forth
certif
that
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
certifij
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
certifijing
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 13 of 46
VT022460
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 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
Aldecoa Family Trust
T.
E.
Ramon
12653
Ruth
M. Aldecoa Rd
Co
Trustees
Chandler Hts.
Chandler
AZ
85249
Plan Allowed Plan Class
Claim
30000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-3
19
6000 1500 1500 1500 1500
1.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BIW-319
BUW-319
CSW-319 FNW-319
DBW-319
INW-319
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.
VTHispanos
Services
Inc. Inc. Inc. Inc. Inc.
1500 1500 1500 1500 1500
1.500
MKW-319 VDW-319 ARW-319 CNW-319 DUW-319
FRW-319
1500 1500
1.500 1.500
GEW-319
HSW-319 ITW-319 JPW-3
19 19
VT
VT
Italian
Services
Japanese Services Korean Services
1500 1500 1500
VT VT
KOW-3
Portuguese
Services
POW-319
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 385-7
Filed 07/25/2007
Page 14 of 46
VT022461
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 have the Plan Warrant
States the
A. September confirmed
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
for
or
in
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No. 00-13035-PHX-RTB
reviewed the Plan Warrant
the
Plan
of visitallccom and the Plan and
Inc.
Visitalk.
The Undersigned
to
they have
their
Agreement
have
had the opportunity
ask
questions regarding
terms and
restrictions.
Each
Issuer
is
required under
the Plan
are
to
issue
certain in
warrants
to
various
in
claimants
categorized under with the Plan
the Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
the Plan and
governed
accordance
Warrant
C. Delivery
The Undersigned Agreement
Alfrcd
Jcan
Mannino
to
hereby
tenders
this
Warrant
as an
Acceptance
Issuer
and Effective
as
is
the Acceptance
for
all
Agreement
Issuers and
Visitalk
Capital
Corporation
to
and
the attached
Implementation hereby
elects to
Agent have
the other
unless an issued
in
executed
Election form.
Certificate
Agreement
of their Plan
Wanants
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
Agreement
is
been
executed
by an authorized
of the
or
this
of the Undersigned
is
and such
in
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
to
this
Acceptance
Agreement
and
also sign
the
Election check
to Certificate
certificate
Agreement
issue
fee
attached forth
the
Plan Warrant Agreement
as Exhibit
along
with
for the
as
set
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
7cc1Sinaks
all record
74
holders should
VISITALK
and
as
CAPIT
i-yannc
sign
By flg.M6IL
Its
oI
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
________________________________ tax ID or SS federal
further
and
it
is
currently
in
good
standing
and
its
charter
in
fUll
force
and
effect.
certi
that
the
_____________________________ title
and/or
the
______________________ title necessary or
are
fUlly to
authorized effectuate
andempowered
to
make
execute
and
deliver
any and li written instruments
that
proper
the authority hereby
conferred.
ftirther
certi
_______________________________
now
is
name
the
___________________________
title
and __________________________is
now
the
____________________________
title
name
officers set forth
ftirther
certi
that
the
herein
or
any one of them
Delivery
are
duly
authorized and
by the Entity
ffirther
to
execute the
and
carry
out the terms
of the
Warrant
Acceptance
Delivery obligation
and Effective
has
Agreement
certi
that
Warrant and
Acceptance
legal
and Effective and binding
Agreement of the
been
duly
and validly executed
on behalf of the Entity
constitutes
Entity.
Dated
this
______
day of
200_.
___________________________________________
Signature of
certiing
officer
Must
not
be signed
by officer authorized
to
act
Title
of
certiing
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 15 of 46
VT022462
EXHIBIT
CLAIM HOLDER
The Plan Warrants below
OWNERSHIP
SCHEDULE
named Claim Holder named herein
Delivery received
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 Holder
Alfred
Jean Mannino
Investment Investment
in in in
Series Series Series
9918
N. 79th
Place
Investment
Scottsdale
AZ
85258
Other Investments
$306000
Plan Allowed Plan Class
Claim
306000
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCW-256
BIW-256
44072 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815 8815
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-256
CSW-256 FNW-256
DBSIW256
INW-256
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.
-VTHispanos
Services
Inc. Inc. Inc.
MKW-256 VDW-256 ARW-256 CNW-256 DUW-256
FRW-256
GEW-256
HSW-256 ITW-256 JPW-256
VT VT VT VT
Italian
Services
Japanese Services Korean
Services
Inc. Inc.
KOW-256
POW-256
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 385-7
Filed 07/25/2007
Page 16 of 46
VT022463
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms imless defmed herein have the Plan
States Inc.
A. September confirmed
Capitalized
the
in
17 2004
Wan-ant
Agreement
Court
for
or
the
the warrant agreement same meaning as defmed 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-PHX-RTB
and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Wan-ants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Alfred
Jean Mannino
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
Certificate as
Agreement
for
the Execution and
Agreement
unless an issued
Capital
to
an
Acceptance and Issuer and as the
is
Implementation
also
Agent
elects to
the other Issuers
all
executed
in
Election Entry
Agreement
attached
hereby
all
have
of
their 5.9
Plan
Warrants
Book
form.
Finally the Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
been
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
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 1JDERSIGNED 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
VSITALK CAPITAL
and
as
CORPORATON
for
as
an
Issuer
the other
Issuers
t21fA1J
Signatures all record
holdshould
sign
By
Its
Date
-/t
2006
President
Date
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
__________________________________ federal tax
that
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
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
_______________________
title
certify that
and name
set forth
is
now
the
________________________
title and
that
further
the
officers
herein
carry
out the terms
of the Execution
Warrant
any one of them are duly authorized by the Entity to execute Acceptance and Effective Delivery Agreement and certify further
or
the Execution of the Entity
Warrant Acceptance and Effective Delivery and constitutes kgal and binding obligation
Agreement
of the
Entity.
has been
duly
and validly executed
on behalf
Dated
this
______
day
of
200_.
___________________________________________ officer Signature of certifying
Must
not
be signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 17 of 46
VT022464
CLAIM HOLDER SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
The
Plan Warrants
specified
below
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
Alfred Jean
Mannino
9918
N.
79th
Place
Scottsdale
AZ
85258
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-529
BIW-529
5000 1250 1250 1250 1250 1250 1250
1.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-529
CSW-529 FNW-529
DBW-529
INW-529
VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese
Services
Inc. Inc.
Inc.
Services Services
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-529 VDW-529 ARW-529 CNW-529 DUW-529
FRW-529
1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
GEW-529
HSW-529 ITW-529 JPW-529
KOW-529
POW-529
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 385-7
Filed 07/25/2007
Page 18 of 46
VT022465
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 Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
as
defined
in the
warrant
agreement dated June
effective
17 2004
by
the
Agreement
Court
for
or in the
Joint
Plan of Reorganization
related that to
22 2004
United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PFX-RTB
and had reviewed
the the
the
Plan
to
Plan
Warrant
of
visitalk
corn
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
Implementation
Agreement
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
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned
and
as
Alfred Delivery
D.
and
Mary Catherine Pufido
the Execution
the other Issuers
hereby
tenders
to
this
Execution
Capital
to
Warrant
as
Acceptance
Issuer and
Effective
Agreement Agent
elects for to
Agreement
Warrants
Visitalk
Corporation
Certificate
an
the Implementation
is
and
Plan
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This
part or
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
if
necessary
Agreement
legal
its
has
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 Warrant and
return
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
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
-IJ
all record
VISITALK
CAPIT
mentatio gent
RATON
for
as
an
Issuer
q/$_
and
as
Imp
the other Issuers
SinatuI9
holders
should
sign
By Micll
Its
S.
iliams
Datej7
.i
/..._
Date __________ 2006
2006
President
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
further
deliver any
certify
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
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
Agreement
duly
certify
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
been
and validly executed
on behalf
of the Entity and
constitutes
and
Dated
this
______
day of
200_.
_____________________________________________
Signature of certifying
officer to
Must
not
be signed
by officer authorized
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 19 of 46
VT022466
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
Agreement
prior
June 15 2006 no
later
such agreement June 25 2006.
been
Corporation as the agent
of the Issuers
Claim Holder
Alfred
D. and
East
Mary
Catherine
Pulido
7745
Manor
85750
Place
Tucson
AZ
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-579
BIW-579
4000 1000 1000 1000
1.000 1.000 1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-579
CSW-579 FNW-579
DBW-579
INW-579
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-579 VDW-579 ARW-579 CNW-579 DUW-579
FRW-579
1000 1000 1000 1000 1000 1000 1000
1.000
GEW-579
HSW-579 ITW-579 JPW-579
1000 1000 1000 1000
KOW-579
POW-579
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 385-7
Filed 07/25/2007
Page 20 of 46
VT022467
WARRANT
Visitalk 14647
S.
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Capital 50th
Corporation St. Suite 130
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have
Warrant
the
A. September confirmed
Capitalized
17 2004 the Plan
by the United
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 to
effective
22 2004
Bankruptcy
the
District
Case No.
00-
13035-PIthe
the
Plan
of visitalk.com
Inc.
Visitalk.
had
the
The Undersigned
to
that
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 and
to
various
in
claimants
categorized under with
the
the
Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
governed
accordance
Plan
Warrant
C.
The
Undersigned
Alternative
Resources
Corp.
to
hereby Visitalk
tenders Capital
this
Warrant
Acceptance
as
and
as
Effective
Delivery
Agreement Agent
for
the Acceptance
the other Issuers Plan Warrants
Agreement
and unless an
in
Corporation
to Certificate
an
Issuer and
is
the Implementation hereby
elects to
executed Entry
Election form.
Agreement
attached
have
all
of
their
issued
Book
D.
This
Acceptance
Agreement
this
has
been
duly
authorized has
Undersigned
representative
and
if
necessary
Acceptance
such
in
Agreement
is
action on the part of the by all necessary been duly executed by an authorized officer or representative of the
or
this
of the
Undersigned
is
and
person
legal
officer
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
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 OF THE REPRESENTATIONS ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS CONTAINED HEREIN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accepted and
Agreed
Issuer
Acceptance
WARPIANT
HOLi
VISITALK
Its
ftcjr
being accepted
IJiLLt4b15
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
by an
Entity
hereby
certify
that
-i\
is
.SjJtQ$
of
Entity
or other
virtue
name
company
and
trust partnership and
form of entity of the
State
is
ocpa..v
ebtity
organized
existing under
by
of the laws
type
state
and
its
tax
ID number
Z.Cf 10
federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the
in full
force
and
effect.
further
certify
Pr e_6
title and
further
and/or
the
_______________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
deliver any
certify
and
all
written instruments
proper
the authority hereby
conferred.
thatS
now
the
the
Pr L6
certify that
._P\
title the
officers set
Pom0 name
by the Entity
further
necessary
or
now
is
and
_________________________is
___________________________
title
name
forth
further
herein
or
any
one of them
Delivery
are
duly
authorized
to
execute the
and
carry
out the terms of the
Warrant
Effective binding
Acceptance
Delivery obligation
and Effective
Agreement
and
certify
that
Warrant and
Acceptance
legal
and
Agreement of the
has been
du
validly exec
ed
on
behalf
of the Entity
constitutes
and
Entity.
Dated
this
day of
200
_____________________________________
ature of
certi in
of
signed
by officer
authorized
to
act
V1c Precxk
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-7
Filed 07/25/2007
Page 21 of 46
VT022468
EXHIBIT
CLAIM HOLDER
The Warrants below
valid
OWNERSHIP
SCHEDULE
named Cla
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,686.8 kB |
| Pages: | 46 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,513 Words, 65,537 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-7.pdf |
| Download Other Notice - District Court of Arizona ( 2,686.8 kB) |
Preview Other Notice - District Court of Arizona
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