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 have the Plan Warrant
States inc. the the in
A.
Capitalized
same meaning
the
as
defmed
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
or
Second
Joint
Plan of Reorganization
related to
22 2004
by
the
United
Bankruptcy
the
District
of Arizona represents
Case No. 00-1 303 5-PHIX-RTB
received and have and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
Agreement
Implementation
Agreement
the opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in the
under and
Plan
such
claimants
meet
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
in
accordance
with the Plan
Agreement.
C. Effective
The Undersigned
Delivery
Ricardo
F.
Rodrigues
hereby
tenders
to
this
Execution
Capital
to
Warrant
Acceptance
as
and
as
Agreement
for
the Execution and
Agreement
issued
Visitalk
Corporation
Certificate
an
Issuer and
is
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
in
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly
has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been
executed
by an authorized
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the Undersigned
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant certificates and
return with the
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
Election
for the
to Certificate
certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
RP
TON
as
an
Issuer
Implemp4IattgoterIe
Signatul-es
all
record
holders
should
sign
By
Its
MichAl
President
S.
Williams
Date
4- 25
..
-2006
Date
tO//6
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
trust partnership and
or other
virtue
form of entity of_________ state
____________________
entity
organized
and existing under
by
of the laws
type
is
and
its
tax
ID number
________________________________ tax ID or SS federal
fUrther certify that
and
it
is
currently
in
good
standing
and
its
charter
in fUll
force
and
effect.
the _____________________________ title
and/or
the
______________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
certify
any and
that
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
_______________________________
now
is
name
the
____________________________
title
and ____________________________is
now
the
_____________________________
title
name
officers set forth
fUrther
certify
that
the
herein
or any
one of them
and
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
been duly
and validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 1 of 62
VTO2 3498
CLAIM HOLDER SCHEDULE
The Warrants below
valid the specific
Plan
specified
are only
if
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 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Hoider
Ricardo 4300
F.
Rodrigues
Cathedral
Ave
NW
Washington
DC
20016
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Unfts
Visitalk
Capital
Corporation
VCW-598
BIW-598
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-598
CSW-598 FNW-598
DBW-598
INW-598
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-598 VDW-598 ARW-598 CNW-598 DUW-598
FRW-598
GEW-598
HSW-598 ITW-598 JPW-598
KOW-598
POW-598
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 385-27
Filed 07/25/2007
Page 2 of 62
VTO2 3499
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have
the
A.
Capitalized
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
September 17
confirmed
2004 the Plan Warrant
States
Agreement
Court
for
or
in
Second
Joint
Plan of Reorganization
related to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No. 00-1 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
is
required
if such
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
in
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
Plan
Agreement.
C. Warrant
The
Undersigned
Richard
Deborah
Baxter
Community
the Execution
for
all
Property
hereby
to
tenders Visitalk
this
Execution
Acceptance
as
and Effective
and
is
Delivery
Agreement
Agreement
and
Plan Warrants
Capital Election Entry form.
to
Corporation
Certificate
an
Issuer
as
the Implementation
also
Agent
to
the other Issuers of
their 5.9
unless an executed issued
in
Agreement
the Execution
attached
hereby
all
elects
have
the
Book
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 with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CO
ON
as
an
Issuer
jgatxres
record
holders
should
sig
By
Its
Michael President
S.
Williams
Datea..
2006
Date
._/
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title andlor the _______________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_________________________________
now
is
name
the
___________________________
title
that
and
__________________________is
now
the
____________________________
title
naine
officers set forth
further
certify
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
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
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 385-27
Filed 07/25/2007
Page 3 of 62
VTO2 3500
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
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006
later
and such agreement
than
been
of the Issuers no
June
25
2006.
Claim
Holder
Deborah
Baxter.
Richard 4975
Community
Property
N. La Lomita
Tucson
AZ
85718
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-340
BIW-340
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-340
CSW-340
FNW-340 DBW-340
INW-340
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-340 VDW-340 ARW-340 CNW-340 DUW-340
FRW-340
GEW-340
HSW-340 ITW-340 JPW-340
KOW-340
POW-340
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 385-27
Filed 07/25/2007
Page 4 of 62
VT02350
EXECUTION WARRANT ACCEPTANCE AND EFFECTiVE DELiVERY
Visitalk 14647
S.
AGREEMENT
Capital 50th
Corporation 130
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
or
the
in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
September 17 2004
confirmed by
the
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
22 2004
United
Bankruptcy
the
District
of Arizona represents
Case No. 00-13035-PHX-RTB
received and have and had reviewed
the the
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Plan Warrant
to
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
in the
under and
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such
Plan
defined
Plan
governed
accordance
Plan Warrant
Agreement.
C.
The
Undersigned
Delivery
Richard
Joanne
Dose
Rothwell
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Tssuer and
is
and Effective
Agreement
for to
the Execution
Issuers
their
Agreement
unless an Warrants
Visitalk
Capital
Corporation
an
as
the Implementation attached
also
Agent
elects the
the other
and
Plan
executed issued
in
Election
to Certificate
Agreement
the
hereby
all
have
of
all
of
Book
Entry
form.
Finally
Execution
Agreement accepts
terms
the
Section
5.9
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
of the
Undersigned
and
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
by an authorized
officer
or representative Execution
of the Undersigned
is
such
officer
or representative
of the Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant certificates and
return the
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
Election
to Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along with
check
for the certificate
issue fee as
forth
therein.
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 CORPORATION RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL 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 HOLDE
VISITALK
and
as
CAPI
ti
ORATION
Agent
fo
as
an
Issuer
Implemen
the other
Issuers
Date
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are being
accepted
by an Entity
hereby
certif
that
Entity name
of
company
and
trust partnership and
or other form
virtue
of entity of the
State
is
___________________
entity
organized
existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federai
tax that
it
is
currentJy
in
good
standing
and
its
charter
ID or SS
the ______________________________ title andlor the _________________ title
all
in
full
force
and
effect.
further
certif
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.
certif
_______________________________
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
cany
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
and
Effective
Delivery has been
Agreement
duly and
certif
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on
behalf
of the Entity and
constitutes
Dated
this
______
day
of
200_. Signature of
certifving officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifkjing
officer
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 5 of 62
VTO2 3502
CLAIM HOLDER SCHEDULE The
Plan
Warrants
specified
below
an
to
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
Execution June no
Warrant 2006 and
than
Acceptance
such
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as
prior
agreement
been
the agent
of the Issuers
later
June 25 2006.
Claim Holder
Richard 2370 West Joanne Dose Rothwell 11-282
Highway 89A
86336
Suite
Sedona AZ
Plan Allowed Plan Class
Claim
5334.37
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-608
BIW-608
1067
267 267 267 267 267 267 267 267 267 267 267 267 267 267 267 267 267 267
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-608
CSW-608 FNW-608
DBW-608
INW-608
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-608 VDW-608 ARW-608 CNW-608 DUW-608
FRW-608
GEW-608
HSW-608 ITW-608 JPW-608
KOW-608
POW-608
Warrant Warrant
and
Unit one
consists Warrant.
of consist
of
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 6 of 62
VTO2 3503
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY
AGREEMENT
Capital S. 50th
Corporation
St. Suite
14647 Phoenix
130
AZ
85044
Dear
Sir or
Madam
terms the
unless defined
A.
Capitalized
herein
have
or
the
same
meaning
Joint
as
defined Plan
in the
warrant
agreement
dated
effective
September confirmed the
Plan to ask
172004
by
the
Plan
States
Warrant
Agreement
Court The
Section
in the
Second
of Reorganization
to
June
22 2004
United
Bankruptcy
for the
District
of Arizona
represents
related they
Case
No.
00-1
303
5-PHX-RTB
the
Plan
Warrant
questions
of visitaliccom Agreement
regarding the
Inc. the
Visitalk.
Plan
the
Undersigned
5.9
that
have
received
and reviewed had
the opportunity
Implementation documents.
Agreement
and
have
terms and
restrictions
of
these
B. categorized in the Plan
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants Section
the
5.9
Plan Warrants
the Plan.
to Plan
various
claimants are defined
under
Plan
in
such
claimants with
meet
the
terms of Warrant
of
Such
Warrants
and governed
accordance
Plan
Agreement.
C.
The
Undersigned and
Effective
Richard Delivery
S.
and
Michelle the
the other
all
Harman
Execution
Issuers
JTWROS
Agreement
unless
hereby
to
tenders
this Capital
Execution Corporation
Warrant
as an
Acceptance
Issuer
Agreement Agent
elects for to
Visitalk
and
as
is
the
Implementation
also
and
an executed
issued in
Election
to Certificate form. Finally the
Agreement
Execution
attached
hereby
all
have
of
their 5.9
Plan Warrants
Book
Entry
Agreement
accepts
the
terms of the
Section
Implementation
Agreement.
D.
This
the part or
undersigned
the
represents
that
if
the
Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
on
of
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
has been
or
duly executed of
the
by an authorized Undersigned
officer
representative
Undersigned
is
such
officer
representative
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of and
also
the sign
Plan and along
Warrant
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this the
Execution
Agreement Agreement
return the Election with check
for the
to
Agreement
issue fee as set
attached
forth therein.
Plan
Warrant
as
Exhibit
certificate
BY EXECUTION REPRESENTS THAT THEY HAVE RECEIVED BELOW THE UNDERSIGNED THE PLAN THE SECTION EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT 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
Holder
Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
-flLfLkk.
JJ /kTLs
IV%4
and
as
iCVJ.4
By
Its President
CERTIFICATE
to
be completed
if the
OF AUTHORIZATION
are
Plan Warrants
being
accepted
by
an
hereby
certify
that
name
is
of
company
and
existing
trust
partnership
or other virtue
form
the
of entity
the State
organized entity
under
and
by
of
laws of
of state
type
is
and
its
tax
ID
number
and federal
tax that
it
is
currently
in
good
standing
and
its
charter
ID
the
or
SS
fi
in
full
force
and
effect.
further
certify
_____________________________ title
and/or
the
______________________ title
are
fully to
authorized
effectuate
and
the
empowered
authority
to
make
execute
and
deliver
any
and
all
written
instruments
necessary
or
proper
hereby
conferred.
fUrther
certify
that
__________________________________
now
is
name
the
and title
_is
now
the
name
officers set forth
title of
further carry the out
certify the
that
the
herein
or
any
one
them
Effective
are
duly authorized Delivery
by
the
Entity
to
execute
further
and
that
terms
of
the
Execution
Warrant and
Acceptance Delivery
obligation
and
Agreement duly and
and
certify
Execution
the Entity
Warrant and
Acceptance
legal
Effective
Agreement of
the Entity.
has been
validly
executed
on behalf
of
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 385-27
Filed 07/25/2007
Page 7 of 62
VTO2 3504
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
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
and such agreement
than
been
of the Issuers no
June
25
2006.
Claim Holder
Richard
S.
and Michelle Park West
Harman JTWROS
146 Central
New York
NY
10023
Plan Allowed Plan Class
Claim
60000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-445
BIW-445
12000
3.000
VT VT VT VT VT VT VT VT VT VT VT VT VT VT VT VT VT
Billing
Services
Business Products
BUW-445
CSW-445 FNW-445
3000 3000 3000 3000 3000 3000
3.000
Consumer
Financial
Services
Services
Dynamic
Biometric
Systems
DBW-445
INW-445
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services
Services
Services
Inc.
MKW-445 VDW-445 ARW-445 CNW-445 DUW-445
FRW-445 GEW-445 HSW-445 ITW-445 JPW-445
3000 3000 3000 3000 3000 3000
3.000
Services
Inc. Inc. Inc. Inc.
Services
German Services
Hispanos
Italian
Services
Inc.
Services
Japanese Korean
Services
Inc.
3000 3000 3000
Services
Inc. Inc.
KOW-445
POW-445
Portuguese
Services
Warrant Warrant
Unit
consists Warrant.
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
and one
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 8 of 62
VTO2 3505
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 the Plan
States
A.
Capitalized
have or
the in
same meaning
the
as
defmed
in
the warrant
agreement dated June
effective
September
confirmed
2004
Warrant
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
Agreement
the
the Section
restrictions
Implementation
Agreement
the opportunity
ask questions regarding
the 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
meet
terms of Section
5.9
Such Plan Warrants
defmed
the
Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Richard
A.
Heitmeyer
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
as
and
Agreement
for
the Execution and
Agreement
unless an issued
Visitalk
Corporation
Certificate
an
Issuer
is
and
as
the
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
Agreement
the
attached
hereby
all
elects the
have
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
terms
of the Section
Implementation
Agreement.
D. on the
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been duly authorized
has been duly
by
all
necessary
action
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
executed
by an authorized Undersigned
officer
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
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
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 OF THE AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
V1SITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
Agetfi
other
Issuers
Signatures
Date
/j
all
record
holders
should
sign
Its
2006
President
Date
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Pian
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
1D 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
and any
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
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution
Warrant
Acceptance
legal
Effective binding
and validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifying officer
Must
not
be signed
by officer
authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 9 of 62
VTO2 3506
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
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006
later
such agreement June 25 2006.
been
Corporation as the agent
of the Issuers no
Claim
Holder SE
Richard A. Heitmeyer 7266 Ocala
12th Cir
FL 34480-6650
Plan Allowed Plan Class
Claim
160000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-45
BIW-451 BUW-451 CSW-451 FNW-451
Inc.
32000 8000 8000 8000 8000 8000 8000 8000 8000 8000 8000 8000 8000
8.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBW-45
INW-45
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-451 VDW-45
ARW-451
CNW-45
DUW-451 FRW-451 GEW-451 HSW-451
ITW-451
8000
8.000
JPW-45
8000 8000 8000
KOW-45
POW-45
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 385-27
Filed 07/25/2007
Page 10 of 62
VTO2 3507
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
or
the
September 17 2004
confirmed
Agreement
Court
for
in the
same meaning as defined in the warrant agreement Second Joint Plan of Reorganization dated June
of Arizona represents
related that to
effective
by the United
Bankruptcy
the
District
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Plan Warrant
to
Agreement
Implementation
Agreement
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
categorized under
in the
Plan
in
such
claimants with
meet
the
terms of Section
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defmed
Plan and
governed
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Richard
and
Geralyn Behring
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and
the
Agreement
for
the Execution and
Agreement
issued
Visitalk
Capital
to
an
and
as
Implementation
also
Agent
to
the other Issuers
all
unless an executed
in
Election Entry
Agreement
the
attached
hereby
all
elects
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
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 sign
Plan Warrant and
along return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to Certificate
certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
with
check
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
J__
Agreed
Issuer
Acceptance
CLAIIIyHOtDER
VISITALK
and
as
CAPITAL
CORPORATON
for
/Ait.f
Signatures
/j/
hcjders should
Imp1ementatiij
_____________ si
Date
By
Its
MiaeL1S.
President
Williams
-as
an
Issuer
the other Issuers
2.1
2006
Date.
Z-_/
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity
Tiame of company trust partnership and existing under and by organized
or other
virtue
form of entity
of the
State
is
___________________
entity
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
h-i
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
and __________________________is
now
the
____________________________
title
name
officers set forth
further carry
certify
that
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 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
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 11 of 62
VTO2 3508
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 June no
Warrant 2006 and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
such agreement June
been
Corporation as the agent
of the Issuers
later
25
2006.
Claim Holder
Richard and Orchard Geralyn Behring Lane 07760
Rumson NJ
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-341
5000
1.250 1.250 1.250
VT VT VT VT
Billing Services
BIW-34
Business Products Consumer
Financial
BUW-34
CSW-34
Services Services
FNW-34
DBW-341 INW-341
1250 1250
1.250
Dynamic
Biometric
Systems
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-341 VDW-341
1250 1250
1.250
ARW-34
CNW-341
1250 1250
1.250
DUW-341 FRW-34
GEW-34
HSW-341
1250
1.250 1.250
ITW-34 JPW-34 KOW-341
POW-341
1250 1250 1250
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 385-27
Filed 07/25/2007
Page 12 of 62
VTO2 3509
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States hic. the
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
Bankruptcy
the
District
of Arizona represents
related that
Case No. 00-13035-PHX-RTB
received and have and reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Agreement
Implementation documents.
Agreement
had the opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
categorized
in the
under and
the 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 defined
Plan
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Richard
B.
Comiter
and
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
Issuer and
as
and Effective
the
is
the Execution
for
Agreement
Issuers Plan Warrants
Visitalk
Capital
an
Implementation
also
Agent
elects to
the other
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
of
their 5.9
Book
form.
Finally
Agreement
accepts
the
terms of the Section
implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessary
action
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been duly executed
by
an
authorized
officer
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECE1VED 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
IPIRATON
as
an
Issuer
the other
holders
should
sign
By
Its
Date
5o-u
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
and existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the
____________________________
title
and
____________________________is
now
the
_____________________________
title by the Entity and execute
further
name
officers set forth
further
certify
that
the
herein
or
any one of them
and
are
duly
authorized
to
and
that
carry
out the terms
of the Execution Acceptance
legal
Warrant and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Effective binding
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 385-27
Filed 07/25/2007
Page 13 of 62
VT02351
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June 25 2006.
been
of the Issuers no
Claim Holder
Richard B. Comiter 3801
PGA
Blvd Suite 604 Gardens
Palm Beach
FL 33410
Plan Allowed Plan Class
Claim
30000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-370
BIW-370
6000 1500 1500 1500 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.
BUW-370
CS W-3 70 FNW-370
DBW-370
INW-370
VT VT
International
Corp.
Marketing
Services
Inc.
MKW-370 VDW-370 ARW-370 CNW-370 DUW-370
FRW-370
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.
1500 1500 1500 1500 1500 1500 1500 1500
1.500
GE W-3
70
HSW-370 ITW-370 JPW-370
KOW-370
POW-370
1500
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 385-27
Filed 07/25/2007
Page 14 of 62
VT02351
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein have
the
A. September confirmed
Capitalized
17
by
2004 the Plan Warrant
the
Agreement
Court
for
or in the
same meanmg as defined in the warrant Second Joint Plan of Reorganization
of Arizona represents
related that to
agreement dated June
effective
22 2004
the
United
States
Bankruptcy
the
District
Case No. 0O-13035-PHX-RTB
received and have and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Agreement
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan
of
the
Warrants Such
to
various
claimants
are
categorized
in the
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Plan.
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned Agreement
Richard DiStefano
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer and
and Effective
as
Delivery
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
Corporation
to
an
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly
authorized duly
by
all
necessary
action
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has been
executed
by
an
authorized
officer
or representative Execution
Undersigned
is
and such
in
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
to
this
Execution Agreement
and
also sign
the
Election
for the
to Certificate
certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
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
and
as
CAPITAL
CRPOPATUN
for
as
an
Issuer
Impi
the other
Signatur
ordders
2006
should
sign
Its
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 form
virtue
of entity of the
State
is
____________________
entity
organized
and existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or any
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 bthding
and
validly
executed
on behalf
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 15 of 62
VT02351
CLMM HOLDER
The
Plan
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Warrants
specified
below
are only
valid
if
the specific
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
Richard DiStefano
P.O.
Box 939
Preston
WA
98050
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-396
BIW-396
10000 2500
2.500 2.500 2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-396
CSW-396 FNW-396
DBW-396
INW-396
2500
2.500
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-396 VDW-396 ARW-396 CNW-396 DUW-396
FRW-396
2500 2500 2500 2500 2500 2500 2500
2.500 2.500
GEW-396
HSW-396 ITW-396 JPW-396
2500
2.500
KOW-396
POW-396
2500
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 385-27
Filed 07/25/2007
Page 16 of 62
VT02351
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 Plan Warrant
States the or
A.
Capitalized
same meaning Second
as
defmed
in
the warrant
agreement dated June
effective
September 17
confirmed
2004
Agreement
Court
for
in the
Joint
Plan of Reorganization
related to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case
No.
00-1
3035-Plreviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
and had
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
ask questions regarding
the terms and
of these
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
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Richard
K.
Peters hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an
Issuer
and
as
Effective
the Execution
for
Agreement
Issuers Plan
Capital
Corporation
to
and
the
is
Implementation
also
Agent
elects to
the other
all
and
unless an executed issued
in
Election Entry
Certificate
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
the
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 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
HOLDER
VISITALK
and
as
CAPIT
By
Date
Its
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
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
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
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
Agreement
and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
been duly
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 385-27
Filed 07/25/2007
Page 17 of 62
VT02351
CLAIM HOLDER
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
The
Plan
Warrants
specified
below
an
to
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
later
and such agreement
than
been
of the Issuers no
June
25
2006.
Claim Holder
Richard K. Peters
P0 Box
3005
Sedona AZ 86340
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-569
BIW-569
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-569
CSW-569 FNW-569
DBW-569
INW-569
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-569 VDW-569 ARW-569 CNW-569 DUW-569
FRW-569
GEW-569
HSW-569 ITW-569 JPW-569
KOW-569
POW-569
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 385-27
Filed 07/25/2007
Page 18 of 62
VT02351
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation St. Suite 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the same meaning as defined in the warrant agreement Plan of Reorganization or in the Second Joint dated June the Plan Warrant Agreement
States Inc. effective
A. September confirmed
Capitalized
17 2004
22 2004
the
by the United
Bankruptcy
Court
for
the
District
of Arizona represents
related
to
Case No.
00-1303 and had
5-PI-IX-RTB
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
reviewed
Plan Warrant
to
Agreement
the
Implementation
Agreement
the opportunity
ask
questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants Warrants
are
categorized under
in the
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan
defined
Plan
and governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Robert
Ruth
Aun Rowan Agreement
issued
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer
is
and
as
Agreement
for
the Execution and
Visitalk
Capital
to
Corporation
Certificate
an
and
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
in
Election Entry
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
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 and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND
RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HO
ER
-.
VISITALK
and
as
CAPITAL
CORPORATON
Agen
as
an
Issuer
Implementation
other
Issuers
Signat
res
all
recfI
holders
should
sign
By
Its
Michael President
hate
L7Z
Silliam
Date 2006
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
and
trust partnership and
or other
virtue
form of entity
of
____________________
entity
organized
existing under
by
of the laws
_________ state and
type
is
and
its
tax
ID number
________________________________ tax ID or SS federal
further certify that
and
it
is
currently
in
good
standing
its
charter
in full
force
and
effect.
the _____________________________ title
and/or
the ______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
certify
and
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
___________________________
title
that
arid
___________________________is
now
the
____________________________
title
name
officers set forth
further
certify
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
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
and
validly
executed
on behalf
constitutes
Dated
this
_____
day
of
200_.
____________________________________
Signature of
certifying officer
Mnst
not be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-27
Filed 07/25/2007
Page 19 of 62
VT02351
CLAIM HOLDER SCHEDULE
The below
an
to
Plan
Warrants
specified
are only
valid
if
the specific
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
Robert 30260 Ruth Ann
Rowan
Oakview Way
Bingham Farms MI 48025
Plan Allowed Plan Class
Claim
300000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-609
BIW-609
60000
15.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-609
CSW-609 FNW-609
Inc.
15000
15000
15.000 15.000
Systems
DBW-609
INW-609
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.
15000 15000 15000 15000
15.000
MKW-609 VDW-609 ARW-609 CNW-609 DUW-609
FRW-609
15000
15.000
GEW-609
HSW-609 ITW-609 JPW-609
15000
15.000
15000 15000 15000 15000
KOW-609
POW-609
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 385-27
Filed 07/25/2007
Page 20 of 62
VT02351
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 Inc. the the or in
A. September confirmed
Capitalized
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 that to
22 2004
United
Bankruptcy
the
District
of Arizona represents
Case No.
00-I
3035-PIreviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation
Agreement
opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required
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
meet
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
in
accordance
with the Plan
Agreement
C. Effective
The Undersigned
Delivery
Robert and
Eve Normandin
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
an Issuer and
is
and
as
Agreement
for
the Execution and
Agreement
Visitalk
Capital
to
Corporation
Certificate
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
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 if
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
and
is
necessary
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
of the Undersigned enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached forth
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certifica
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 3,596.1 kB |
| Pages: | 62 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,510 Words, 65,537 Characters |
| Page Size: | 612 x 1022 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-27.pdf |
| Download Other Notice - District Court of Arizona ( 3,596.1 kB) |
Preview Other Notice - District Court of Arizona
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