EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647 Phoenix
S.
St. Suite
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17
by
2004
the
Agreement
Court
for
Second
Joint
of Reorganization
to
222004
United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1
3035-PHX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan and
the
The Undersigned
Section
5.9
they have
received
and had
Agreement
Implementation documents.
Agreement
and have
opportunity
ask questions regarding
the terms
restrictions
of these
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
in the
under and
Plan
in
such
claimants with
meet the terms of Section
the
5.9
Such Plan Warrants
defmed
Plan
governed
accordance
Plan
Warrant
Agreement.
C. Delivery
The
Undersigned
Steven
Bailey hereby
tenders
to
this
Execution
Capital
Warrant
Acceptance
as
and and
Effective
as
Agreement
the Execution
Agreement
Visitalk
Corporation
to
an
Issuer
the
is
Implementation
also
hereby
all
elects the
Agent for the other Issuers and unless an executed to have all of their Plan Warrants issued in Book
the
Election Entry
Certificate
Agreement
the
attached
form.
Finally
Execution
Agreement
accepts
terms of
Section
5.9
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
such
officer
or representative
of the
and
this
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
VISITALK
and
as
CAPITAL
Implementation
By
2006
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
and
trust partnership
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
and 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
that
written
instruments
necessary
or
proper
the authority hereby
conferred.
certify
_________________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
carry
out the terms
of the Execution
Warrant and
any one of them are duly authorized by the Entity to execute Acceptance and Effective Delivery Agreement and certify further
or Delivery obligation
and
that
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the
Entity.
has 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 385-28
Filed 07/25/2007
Page 1 of 66
VTO2 3560
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
later
and such agreement
than
been
Corporation as the agent
of the Issuers no
June
25
2006.
Claim Holder
Steven
Bailey 175
PU Box
Manitou
Springs
CO
80829
Plan Allowed Plan Class
Claim
1000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-333
BIW-333
200 50 50 50 50
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-333
CSW333
FNW-333
DBW-333
INW-333
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-333 VDW-333 ARW-333 CNW-333 DUW-333
FRW-333 GEW-333 HSW-333 ITW-333 JPW-333
50 50 50 50
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
50
KOW-333
POW-333
50 50
Portuguese
Services
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
WalTant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 2 of 66
VT02356
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 defmed herein have the Plan Warrant
States the in
A. September confirmed
Capitalized
same meaning
the
as
defmed
iii
the
warrant
agreement dated June
effective
17 2004
Agreement
Court
or
Second
Joint
Plan of Reorganization
related to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
Case No. 00-13035-PHIX-RTB
received and have and had reviewed
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
the opportunity
ask questions regarding
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
ale
categorized
in
under
Plan
such
claimants with
meet
the
of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan and
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Steven
DelBianco
hereby
to
tenders
Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer and
and
as
Effective the
is
the Execution
Agreement
Capital
Corporation
to
Implementation
also
hereby
all
elects
Agent for the other Issuers and unless an executed all of their Plan Warrants issued in Book to have
of the Section
5.9
Election Entry
Certificate
Agreement
the
attached
form.
Finally
Execution
Agreement
accepts
the terms
Implementation
Agreement.
D.
This undersigned
part
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 and
in
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
such
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also
Plan Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
sign and along
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 VISITALK CAPITAL RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. CORPORATION AND EACH ISSUER IS UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim Holder Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
should
sign
By
Its
Date
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
and
trust partnership and
or other
virtue
form of entity
of the
State
is
organized entity
existing under
by
of the laws
of
type
is
state and
federal tax
that
it is
and
its
tax
ID number
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
the
empowered
to
make
execute
and
further
deliver any
certify
written
instruments
necessary
or
proper
authority hereby
conferred.
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
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
biiidiiig
Agreement
of the
Entity.
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 385-28
Filed 07/25/2007
Page 3 of 66
VTO2 3562
CLAIM hOLDER SCHEDULE
The Plan
proper
Warrants
specified
below
an
to
are only
valid
if
the specific
named Claim Holder named herein
and Effective
has Delivery received
or
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
LCorporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June 25 2006.
been
of the Issuers no
Claim Steven 1920
Holder
DelBianco Ave. 22101
Virginia
McLean VA
Plan Allowed Plan Class
Claim
200000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc.
VCW-390
BIW-390
40000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000
VT
Billing Services
VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-390
CS W-3 90 FNW-390
DBW-390
INW-390
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-390 VDW-390 ARW-390 CNW-390 DUW-390
FRW-390
GEW-390
HSW-390 ITW-390 JPW-390
KOW-390
POW-390
Warrant
and one
Unit
consists
of
consist
of one
Wanant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 4 of 66
VTO2 3563
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the or in
same meaning
the
as
defmed
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-I
3035-PHIX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section of
5.9
that
they have
received and have
and
Agreement
Implementation documents.
Agreement
had
opportunity
ask questions regarding
the terms and
restrictions
these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue
certain
warrants
categorized
in
under and
the Plan
such
claimants
meet the terms of Section
Warrant
5.9
claimants to various the Plan Warrants Such Plan Warrants of the Plan. are defmed
the Plan
governed
in
accordance
with the Plan
Agreement.
C. Delivery
The Undersigned Agreement
Susan
M. Pulido
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer
and Effective
as
the Execution
for
Agreement
and
Plan Warrants
Capital
Corporation
to
and
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This
part
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
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
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.
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
CAPIT
Signatures
all
record
holders
should
sign
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 and
its
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
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 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
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
certify
the Execution
Acceptance
legal
and Effective and binding
been duly
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 385-28
Filed 07/25/2007
Page 5 of 66
VTO2 3564
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
Agreement
prior
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim Holder
Susan 270
M.
Pulido Dr.
Sparrow
Chandler
AZ
85248-2758
Plan Allowed Plan Class
Claim
30000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-584
BIW-584
6000
1.500 1.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-584
CSW-584 FNW-584
1500 1500 1500 1500 1500 1500
1.500
DBW-584
INW-584
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-584 VDW-584 ARW-584 CNW-584 DUW-584
FRW-584
1500 1500 1500
1.500
GEW-584
HSW-584 ITW-584 JPW-584
1500 1500 1500 1500 1500
KOW-584
POW-584
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 385-28
Filed 07/25/2007
Page 6 of 66
VTO2 3565
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
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-13035-PI-D-RTB
and had reviewed
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
lthe
Agreement
regarding
Implementation
Agreement
opportunity
ask questions
terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
in the
under and
Plan
in
such
claimants with
meet the terms of Section
the
5.9
Such
Plan
defined
Plan
governed
accordance
Plan
Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Susan
Schatten
hereby
to
tenders
this
Execution
Warrant
Acceptance
as
and
Effective
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
Corporation
to
an
Issuer and
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Agreement
accepts
the
terms of
Section
implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized 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 Plan also sign
Warrant
return with
cerdficates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
and
along
the
Election
for the
to Certificate
certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
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
Signatures
all record
1ers
should
sign
Date
__________
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certifi
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 ft
the ______________________________ title andlor the _________________ title and
all
in full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certifi
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_________________________________
now
is
name
the title
further
and
is
now
the title and
that
name
officers set forth
certif
that
the
herein
cany out the terms of the Execution
the Execution of the Entity Warrant
Warrant and
of them are duly authorized by the Entity to execute any one Acceptance and Effective Delivery Agreement and certify further
or
Acceptance
legal
Effective
Delivery obligation
Agreement
of the
Entity.
has been
duly
and
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
certifiing
officer
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 7 of 66
VTO2 3566
CLAIM HOLDER
below
valid
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received or
The
Plan
Warrants
specified
are only
if
the specific
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
later
such agreement June
been
of the Issuers no
25
2006.
Claim Susan 401
Holder
Schatten
Hackensack
Ave.
Hackensack
NJ 07601 Claim
7500.00
Plan Allowed Plan Class
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-626
BIW-626
1500
375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-626
CSW-626 FNW-626
DBW-626
INW-626
VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Services
VT
Inc.
VT Dutch Services 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.
Inc.
MKW-626 VDW-626 ARW-626 CNW-626 DUW-626
FRW-626
GEW-626
HSW-626 ITW-626 JPW-626
KOW-626
POW-626
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 385-28
Filed 07/25/2007
Page 8 of 66
VTO2 3567
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 the Plan Warrant
States Inc.
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defmed
Plan
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
the
by the United
of
visitallc.com
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1 3035-PI-IX-RTB and had reviewed
the
Plan
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
the
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
under and
the Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
T. Daniel
Neveau
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer and
and Effective
as
the Execution
for
Agreement
and
Plan Warrants
Capital
the
is
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
their 5.9
Book
form.
Finally
Agreement
accepts
the terms
of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been duly executed
by
an
authorized
or representative Execution
Undersigned
enforceable
and
in
such
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement and also sign and Warrant as Exhibit Agreement along
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
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 COMPLYING WITH ITS OBLIGATIONS.
er
Accepted
and
Agreed
Issuer
Acceptance
CL
OLDER
VISITALK
and
as
CAPITAL
Isse
the other he
Issuers
CORPORATON
as
an
Issuer
ignatures Date
all
record
older
should
sign
By
Its
Mich/el President
S.
Williams
__________
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or
other
form of entity
of the
State
is
____________________ type tax ID number
entity
organized
and existing under
by
virtue
of the laws
of_________ state
and
its
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
filly to
authorized effectuate
and empowered
to
make
execute
and
deliver
any and
that
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
_______________________________
now
is
name
the
____________________________
title
that
and ____________________________is
now
the
_____________________________
title and
that
name
officers set forth
further
certify
the
herein
carry
out the terms
of the Execution
Warrant and
any one of them are duly authorized by the Entity to execute Delivery Acceptance and Effective Agreement and certify further
or Delivery obligation
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the
Entity.
has
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 385-28
Filed 07/25/2007
Page 9 of 66
VTO2 3568
CLAIM HOLDER
The below
an
to
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
Execution
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
and such agreement
than
been
of the Issuers
June 25 2006.
Claim
Holder
Neveau
T. Daniel
1052
Wiegand
Rd
92024-6662
Encinitas
CA
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-552
BIW-552
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-552
CSW-552 FNW-552
DBW-552
INW-552
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-552 VDW-552 ARW-552 CNW-552 DUW-552
FRW-552
GEW-552
HSW-552 ITW-552 JPW-552
KOW-552
POW-552
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 385-28
Filed 07/25/2007
Page 10 of 66
VTO2 3569
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
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
or
in
Second
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
O0-13035-PI-IIX-RTB and had reviewed
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
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
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
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
Ted
Zane
hereby
to
tenders
Visitalk
this
Execution Warrant
Corporation
to Certificate as
Acceptance
an Issuer and
is
and
as
Effective
Delivery
Agreement Agent
to for
all
the Execution
the other Issuers of
their 5.9
Agreement
and
unless an issued
Capital Election
the Implementation
also
executed
in
Agreement
Execution
attached
hereby
all
elects
have
the
Plan
Warrants
Book
Entry
form.
Finally
the
Agreement
accepts
the terms
of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS OF THE UPON THE ACCURACY AND COMPLETENESS REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBL1GATIONS.
RELY
and
Agreed
Issuer
Acceptance
VISITALK
and
as
CAPITAL
Impi
sign
Its
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
and charter
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
its
ID or SS
the ______________________________ title and/or the ________________ title and
all
in
fUll
force
and
effect.
further
certify
are
frilly
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any
written
instruments
necessary
or
proper
to
the authority hereby
conferred.
certify
that
_______________________________
now
is
name
the title
fUrther certifS that
and
is
now
the title
name
officers set forth
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
certi
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
200_.
_____________________________________________
Signature of
certiing
officer
Must
not
be signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 11 of 66
VTO2 3570
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
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 Ted
Holder
Zane Mystic
Point Dr.
19195
Towe
100
Suite
PH
Aventura
FL 33180
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-708
BIW-708
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-708
CSW-708 FNW-708
DBW-708
INW-708
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-708 VDW-708 ARW-708 CNW-708 DUW-708
FRW-708
GEW-708
HSW-708 ITW-708 JPW-708
KOW-708
POW-708
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 385-28
Filed 07/25/2007
Page 12 of 66
VT02357
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States Inc.
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defmed
in
the warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
the
United
Bankruptcy
the
District
of Arizona represents
Case No. 00-13035-PHX-RTB
received and have and had reviewed
the
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
Plan Warrant
to
Agreement
the
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
categorized under
in
Plan
such
claimants
meet
terms of Section Warrant
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defmed
the Plan and
governed
in
accordance
with the Plan
Agreement.
C.
The Undersigned
Restatement Execution
dated Warrant
as
May 12
an Issuer
2004
The Richardsons
Delivery
Living
Trust Dated
September
1992
and
hereby
to
tenders Visitalk
this
Acceptance
and Effective
Agreement Agent
elects to for
the Execution
the other
all
Agreement
unless an Warrants
Capital
Corporation
to Certificate
and as the Implementation
is
Issuers Plan
executed
in
Election Entry
Agreement
attached
also
hereby
all
have
of
their
issued
Book
form.
Finally the Execution
Agreement
accepts
the terms
of the Section
5.9
Implementation
Agreement.
D.
This
part
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
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 certificates and
return the
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
sign
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 tJDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND
RECEIVED EFFECTIVE AND EACH ISSUER IS REPRESENTATIONS
Claim Holder Accepted
CONTA
and
RELY
DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION UPON THE ACCURACY AND COMPLETENESS OF THE HEREIN COMPLYING WITH ITS OBLIGATIONS.
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
ent
for
as
an
Issuer
Implement
the other
Issuers
____________________
Signatures all record holders should
A/i By
Its
sign
IvJhael
Wi
liam
Date
Date
Ap-1
z.t
2006
resident
272006
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
thatTk
name
of
ffjf.4
company
and trust partnership or other
virtue
/7frL
form of entity
of the
State
is
.l entity
organized
existing under
and by
of the laws
of
type
is
and
its
tax
ID number
C. federal tax
that
CZ
SS
state and
it
is
currently
in
good
standing
and
its
charter
ID
the
or
in
full
force
and
effect.
further
certify
and/or title
the
______________________ title
.fully
proper
to
authorized effectuate
and empowered
to
make
execute
and
deliver
certify
any andJl
that
witten instruints1necessary
or
is
the authority hereby
conferred.
further
c.4s.i.inow
name
the title
further certify that
and ___________________________is
now
the
____________________________
title
name
officers set forth
the
herein
or any
one of them are duly
and Effective
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms of the Execution Warrant
Warrant
Acceptance
Delivery obligation
Delivery has
Agreement
and
certify
the Execution
Acceptance
legal
and Effective and
binding
Agreement
of the
Entity.
been duly
validly
executed
on behalf
of the Entity and
constitutes
Dated
this
2..
day
of
/ip
200k
_________________________________________
Signature of
certifying officer
Must
not
be signed
by
officer
authorized
to
act
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 13 of 66
VTO2 3572
Title
of certifing
officer
CLAIM HOLDER
below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received or
The
Plan
Warrants
specified
are only
valid
if
the specific
proper
assignee has executed
an Execution
to
Warrant 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
Restatement 7959
Daylily dated
May 12
2004
The
Richardsons
Living Trust Dated
September
1992
Way
Frisco
TX
75034
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
VCW-663 BIW-663
Warrant
Units
Visitalk
Capital
Corporation
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-663
CSW-663 FNW-663
DBW-663
INW-663
VT VT VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-663 VDW-663 ARW-663 CNW-663 DUW-663
FRW-663 GEW-663 HSW-663 1TW-663 JPW-663
VT German VT Hispanos
Services Services
VT
VT VT VT
italian
Services
inc. Inc. Inc. Inc.
Japanese Services Korean Services
KOW-663
POW-663
Portuguese
Services
Wanant
and one
Unit
consists
of
consist
of one
Wanant
one
Wanant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 14 of 66
VTO2 3573
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
same meaning Second
as
defmed
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
in the
Joint
Plan of Reorganization
related to
222004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No. 00-I 3035-PHX-RTB
received and have and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they 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
under and
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Theresa
Cordova
and
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer
and
as
Effective the
is
the Execution
for
Agreement
Plan Warrants
Capital
and
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
part
undersigned
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 and
in
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
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 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 5.9 IMPLEMENTATION AGREEMENT AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORJORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
CONTA
and
Claim Holder Accepted
Agreed
Issuer
Acceptance
CLAIM HOLDER
41
VISITALK
and
as
CAPITAL
CO
ge
ORATON
for
as
an
Issuer
Implementation
the other
Issuers
all record holders should Signatue Date 2006 __________
sign
By Michal
Its
S.
Williams
President
Date
7/ 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
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.
ftirther
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
and __________________________is
now
the
________________________
title
name
officers set forth
further
certify
that
the
herein
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms of the Execution Warrant
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
certify
the Execution of the Entity
Acceptance
legal
and Effective and binding
been duly
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 385-28
Filed 07/25/2007
Page 15 of 66
VTO2 3574
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
such
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June
15 2006
no
later
agreement
been
of the Issuers
June
25
2006.
Claim Holder
Theresa 206
E.
Cordova
Hermosa Drive
85282
Tempe AZ
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-375
BIW-375
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-375
CSW-375 FNW-375
Inc.
Systems
DBW-375
INW-375
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-375 VDW-375 ARW-375 CNW-375 DUW-375
FRW-375 GEW-375 HSW-375 ITW-375 JPW-375
KOW-375
POW-375
Warrant
and one
Unit
consists
of
consist
of one
Wanant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 16 of 66
VTO2 3575
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY AGREEMENT
Capital
S.
Corporation St. 85044
Suite
14647 Phoenix
50th
130
AZ
Dear
Sir
or
Madam
terms the
unless defined
A. September confirmed the
Plan to ask
Capitalized
herein
have
or the
the
same
meaning
Joint
as defined Plan of
in
the
warrant agreement
dated
effective
17
by
2004
the
Plan
States
Warrant
Agreement
Court The
the Section for
in the
Second
of
Reorganization
to
June
22 2004
United
Bankruptcy
jsijaik.
District
Arizona
related that they
Case
No.
00-13035-PHX-RTB and reviewed had
the opportunity the
Plan
Warrant
questions
of
visitalk.com
Inc. the the
Undersigned
5.9 of
represents
have
received
Agreement
regarding
Plan and
Implementation documents.
Agreement
and
have
terms
restrictions
these
B.
categorized
in
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain of
warrants the
Section 5.9 of
Plan
the
Warrants
Such
to various
claimants are defined
under
Plan
in
such
claimants
meet
the
terms Warrant
Plan.
Plan
Warrants
the
Plan
and governed
accordance
with
Plan
Agreement.
C. Effective
The
Undersigned Agreement
for
Thomas
the
other of their 5.9
Cheryl Execution
Issuers
Arledge
hereby
tenders
this
Execution.
Warrant
as
Acceptance an
Issuer
is
and
as the
Delivery
Agreement
unless an
to Visitalk
Capital to
Corporation
Certificate Finally the
and
Implementation
also accepts
Agent
to
the
all
and
executed
in
Election
Agreement
Execution
attached
hereby
all
elects
have
of the
Plan Warrants Implementation
issued
Book
Entry form.
Agreement
the
terms
Section
Agreement.
D.
This undersigned
the part or of the
represents
that
if
the
Execution
this
Agreement
has been
duly
authorized
by
all
necessary by an
action
on
Undersigned
of the
and
necessary and
in
Execution person
is
Agreement
legal
its
has been
or
duly
executed
of
authorized
officer
representative
Undersigned
is
such
officer
representative
the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan
also
Warrant
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this
Execution
Agreement and Agreement
sign
and
return the Election with check for the
to
Agreement
issue fee
attached forth
therein.
the Plan
Warrant
as Exhibit
along
certificate
as
set
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION AND 5.9 IMPLEMENTATION AGREEMENT ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DEL IVERY OF THE PLAN WARRANTS. VJSITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYENG WITH ITS OBLIGATIONS
Claim Holder
Accepted
Issuer
Acceptance
CLAIM
VISITALK
and
as
CAPITAL
Implementa6
Sign Date
By
____________
Its
Michael
President
S.
to
certify that
2006
LTEOF
be completed
if
AUTHORIZATION
are
than
Warrants
being accepted
by
an
hereby
name
is
of
company
and
existing
trust
partnership
or
other of
form
the
of
entity
of the State of
___________________
entity
organized
under
and
by
virtue
laws
_________ slate
type number
is
and
its
tax
ID
________________________________ federal tax ID or SS
further certify
and
it
is
currently
in
good
standing
and
its
charter
in
full
force
and
effect.
tbt
th
____________________________
title
and/or
the
_____________________
title
are
fully to
authorized effectuate
and
the
empowered
authority
to
make
execute
and
further
deliver certify
any
and
all
written
instruments
necessary
or
proper
hereby
conferred
that
________________________________
now
is
name
the title further out certify the that the of the officers set forth
ind
Js
now
the title
name
herein
or
any
one
of
them
Effective
are
duly
authorized
by
the
Entity certify
to
execute
further
and
that
carry the of
terms
Execution
Warrant and and
Acceptance Delivery
obligation
and
Delivery
has
Agreement duly and
and
validly
Execution
the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the Entity.
been
executed
on behalf
constitutes
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 385-28
Filed 07/25/2007
Page 17 of 66
VTO2 3576
CLAIM HOLDER SCHEDULE
lithe
The
Plan Warrants assignee
specified
below an
to
are
only
valid
specific
named
and
Claim
Holder
named
herein
or
proper
has executed
prior of the
Execution June
Warrant 2006
later
Acceptance such agreement
Effective has been
Delivery received
Agreement by
Visitalk
Execution
Corporation
Agreement
as the
15
no
and
Capital
agent
Issuers
than June
25
2006.
Claim Holder Thomas
P.O. Cheryl 850 Arledge
Box
Queen Creek
AZ 85242
20000.00
Plan Plan
Allowed Claim Class
Issuers
Unit VCW-327
BIW-327
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
4000
VT VT
Billing
Services Products
Business
BUW-327
CSW-327 FNW-327
JQQQ JQQQ
VT Consumer VT Financial
Dynamic
Services Services
JQQ
JQQQ
.JQQQ
Biometric
Systems
DBW-327
INW-327
VT VT VT VT VT VT
International
Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc.
J.QQ
Marketing Video Arabic Chinese Dutch
Services Services Services Services Services Services
MKW-327 VDW-327 ARW-327 CNW-327 DUW-327
FRW-327 GEW-327 HSW-327 ITW-327 JPW-327
JQQ
JJQQQ
JQQ
JQQQ
JJQQQ
VT French VT German VT Hispanos VT VT VT VT
Italian
JQQ
JQQQ JQQQ
Services Services
Inc.
JQ
JQQ JQQ
one Warrant one Warrant one Warrant one
Japanese Korean Portuguese
Services Services
Inc. Inc. Inc.
KOW-327
POW-327
jjQQ
Services
Warrant Warrant and
Unit one
consists
of
consist
of
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-28
Filed 07/25/2007
Page 18 of 66
VTO2 3577
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647 Phoenix
S.
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein
have
or
A. September confirmed
Capitalized
the
in
same meaning
the
as
defined Plan
in
the wan-ant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
the
Plan
to
in
Wan-ant
by the United
ofvisitalk.com
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1
3035-P1reviewed
the
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and
Agreement
the
the
Implementation documents.
Agreement
had the opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
wan-ants
the Plan Wan-ants
5.9
to
various
claimants
are
categorized
in the
under and
the Plan
in
such
claimants with
meet
the
terms of Section
of
the
Plan.
Such Plan Wan-ants
defined
Plan
governed
accordance
Plan Wan-ant
Agreement.
C. Effective
The
Undersigned
Thomas
C.
Judith
A.
Pasch
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant Acceptance
as
and
the
Delivery
Agreement
for
the Execution
Issuers Plan
Agreement
unless an issued
Visitalk
Capital
to
an
Issuer
is
and
as
Implementation
also
Agent
elects to
the other
all
and
executed
in
Election Entry
Agreement
the Execution
attached
hereby
all
have
the
of
their 5.9
Warrants
Book
form.
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
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
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 with
certificates
is
desired please
Certificate
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
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
AND EACH
ISSUER
IS
REPRESENTATIONS
Claim Holder Accepted
CONTA
and
RELY
DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION UPON THE ACCURACY AND COMPLETENESS OF THE HEREIN IN WITH ITS OBLIGATIONS.
COMPLY
Issuer
Acceptance
CLAIM
VISITALK
and
as
CAPIT
Signa
fLs
all
recprd
holdeishould
By
Its
Dat
06/0.3
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
and
federal tax
that
it
is
cun-ently
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
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
_______________________________
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
the terms eariy out the Execution
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
Wan-ant Acceptance
constitutes legal
and Effective and binding
been
and
validly
executed
on behalf
of the Entity and
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 385-28
Filed 07/25/2007
Page 19 of 66
VTO2 3578
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
Agreement
prior
June 15 2006
later
such agreement June
been
Corporation as the agent
of the Issuers no
25
2006.
Claim
Holder
C. E. Judith
Thomas
26415
A. Pasch
Wexford
Perrysburg
OH
43551
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-566
BIW-566
5000 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-566
CSW-566 FNW-566
DBW-566
INW-566
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-566 VDW-566 ARW-566 CNW-566 DUW-566
FRW-566
1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
1250
GEW-566
HSW-566 ITW-566 JPW-566
KOW-566
POW-566
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 385-28
Filed 07/25/2007
Page 20 of 66
VTO2 3579
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE DELIVERY AGREEMENT
Capital S.
Corporation
St. Suite
14647 Phoenix
50th
130
AZ
85044
Dear
Sir or
Madam
terms the
unless defined
A. September confirmed the
Plan to
Capitalized
herein
have
or
the
ssme
mesning
Joint
as
defined Plsn
in
the
wsrrant
agreement
dated
effective
17 by
2004
the
Plan
States
Warrant
Banlcruptcy
Agreement
Court The
Section
in the
Second
of
Reorganization to
June
22 2004
United
for the
District
of Arizona
represents
related they
Case No.
received
00-l3035-PITX-RTB and reviewed had
the the
Plan
Warrant
of
visitalk.com
Inc. the the
jgjta1k.
Plan
the
Undersigned
5.9
that
have
Agreement
regarding
Implementation documents.
Agreement
and have
opportunity
ask
questions
terms and
restrictiona
of
these
B. categorized in the Plan
Each
Iaauer the
is
required
if
under
the
Plan
to issue the
certain
warrants Section
the
5.9
Plan Warranta
the Plan.
to various
claimants are defined
under and
Plan
in
such
claimants with
meet
the
terms of
of
Such
Plan
Warrants
govemed
accordance
Plan Warrant
Agreement.
C.
The
Undersigned the
Thomas
Execution
other
Gaffney
hereby
tenders
thia
Execution
Warrant
as
Acceptance an
Issuer
and and
at
Effective the
is
Delivery
Agreement Agent
to
Agreement
Issuers
to Visitalk
Capital
Corporation
to
Implementation
also
for the
all
and
unless
an executed
in
Election Entry
Certificate Finally the
Agreement
Execution
attached
hereby
all
elects the
have
the
of
their 5.9
Plan Warrants Implementation
issued
Book
form.
Agreement
accepts
terms of
Section
Agreement.
D.
This undersigned
the part or
represents
that if
the
Execution
this
Agreement
baa been
duly
authorized
by
all
necetaary by
action
on
of
the
Undersigned of
the
and
necessary
Execution peraon
is
Agreement
legal
its
has been
or
duly executed of
an authorized Undersigned
officer
representative
Undersigned
is
and such
in
officer
representative
the
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan and
also sign
Warrant
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this
Execution
Agreement Agreement
and
along
return the Election with check
for
to
Agreement
issue fee as set
attached forth
therein.
the Plan
Warrant
as
Exhibit
the
certificate
BY EXECUTION REPRESENTS THAT THEY HAVE RECEIVED BELOW THE UNDERSIGNED AND REVIEWED EXECUTED 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 WITH ITS OBLIGATIONS. HEREIN IN COMPLYING
Claim Holder Accepted and
Agreed
Issuer
Acceptan
CLAIM HOLDER
VISITAL
and
pIe tion
ORPORATON
gent
the oth
at
an
Issuer
Issuer
Signaturea
pll
record holdert should 2006
sign
Its
Michael
President
Williams Date 2006
Date
___________
CERTIFICATE to
be completed
if the
OF AUTHORIZATION
are
Plan Warrants
being
accepted
by an
hereby
certity
that
______________________________________________________________ name
of
_j
State
company
and
existing
trust
partnership
or
other
form
the
of entity
the
is
___________________ entity type
is
organized
under
and
by
virtue
of
laws of
of state
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 3,832.7 kB |
| Pages: | 66 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,592 Words, 65,537 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-28.pdf |
| Download Other Notice - District Court of Arizona ( 3,832.7 kB) |
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