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
Warrant have
or the in
A. September confirmed
Capitalized
same meaning
the
as
defmed
Plan
in the
warrant
agreement dated June
effective
172004 the Plan
by the United
States
Agreement
Court
for
Second
Joint
of Reorganization
to
222004
the
Bankruptcy
the
District
of Arizona represents
related that
Case No. 00-1
received and have
3035-PIreviewed
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
they have
and had
Plan Warrant
to
Agreement
the
the Section
restrictions
Implementation
Agreement
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 the
Linder
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such Plan Warrants
defined
Plan
and
governed
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Michael T. Williams.
hereby
to
tenders
this
Execution
Corporation
to
Warrant
as
Acceptance
Issuer and
as
and Effective
the
is
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects the
have
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
terms of
Section
Implementation
Agreement.
D.
This undersigned
represents
that
the Execution
this
Agreement
has
been duly authorized
has
by
all
necessary
action
on the part of the Undersigned
officer
and
if
necessary
Execution person
is
Agreement
legal
its
been duly
executed
by an authorized Undersigned
or representative Execution
of the
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE U1TDERSIGNED 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 lTS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
bi
Signatures all record
J../
holders
should
sign
Its
Date4iJ/
2006
President
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
__________________
entity
organized
and existing under
by
of the laws
of________
state 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
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 carry
certify that thid
now
the title
name
officers set forth
the
herein
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant
Acceptance
legal
and Effective and binding
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 385-26
Filed 07/25/2007
Page 1 of 54
VTO2 3444
p...
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.y.....fl
..
........
..
--...
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June
15 2006
no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June 25 2006.
Claim
Holder
N.
Michael T. Williams 5409
10th St
Arlington
VA
22205
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-701 BIW-701 BUW-701 CSW-701 FNW-701
Inc.
5000 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBW-701 INW-701
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-701 VDW-701
ARW-701 CNW-701
DUW-701
FRW-701 GEW-701 HSW-701
ITW-701
JPW-701
KOW-701
POW-701
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 385-26
Filed 07/25/2007
Page 2 of 54
VTO2 3445
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 defmed herein
have
or
A. September confirmed
Capitalized
the
in
same meaning
the
as
defined Plan
ii
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
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 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 under
if
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
in the
under and
the Plan
such
claimants
meet the terms of Section
Warrant
5.9
Such
Plan
defmed
Plan
governed
ii
accordance
with the Plan
Agreement.
C. Delivery
The Undersigned Agreement
Michael D. Guinan
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer and
and
as
Effective
the Execution
for
Agreement
and
Plan Warrants
Visitalk
an
Capital
the
is
Implementation
also
Agent
to
the other Issuers
all
unless
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
their 5.9
issued
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
been duly executed
authorized
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 also sign
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
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
ORPORATON
gent
for
as
an
Issuer
the other
Issuers
Signatures
all
ecord
holders
shuld
sign
By.
Its
Michael President
S.
Williams
._Date 2006
Date
__________
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certifj
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
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title and
all
in full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any
written
instruments
necessary
or
proper
the authority hereby
conferred.
certif
that
_______________________________
now
is
name
the
___________________________
title
and __________________________is
now
the
____________________________
title
name
officers set forth
further
certif
that
the
herein
or any
one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certif
the Execution of the Entity
Warrant
Acceptance
legal
Effective binding
and validly executed
on behalf
and
constitutes
Dated
this
______
day
of
200_.
_____________________________________________
Signature of
certifiing officer
Must
not be
signed
by officer authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 3 of 54
VTO2 3446
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June
25
2006.
Claim Holder
Michael D. 2415
E.
Guinan
Suite
CamelbackRd.
800
Phoenix
AZ
85016
Plan Allowed Plan Class
Claim
15000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-437
BIW-437
3000
750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750 750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-437
CSW-437 FNW-437
DBW-437
INW-437
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT VT VT
Japanese Korean Services
Inc.
MKW-437 VDW-437 ARW-437 CNW-437 DUW-437
FRW-437
GEW-437
HSW-437 ITW-437 JPW-437
Services
Inc. Inc.
KOW-437
POW-437
Portuguese
Services
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 4 of 54
VTO2 3447
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
States Inc. the the
A. September confirmed
Capitalized
have
or
the
same meaning Second
Joint
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
for
in the
Plan of Reorganization
related that to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PIand had reviewed
the the
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
Implementation
Agreement
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
.PJYajrts
Plan.
to
various
claimants
are
categorized under
the
Plan
such
claimants
meet
terms of Section
5.9
of the
Such Plan Warrants
defmed
Plan
and
governed
in
accordance
with the Plan Warrant
Agreement.
C.
The Undersigned Agreement
Morris Deckelbaum
hereby
to
tenders
this
Execution
Corporation
to
Warrant
as
Acceptance
Issuer
and Effective
the
is
Delivery
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
and
as
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects the
have
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
been duly
executed
by
an
authorized
or representative Execution
Undersigned
is
such
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
PORATON
for
as
an
lssuer
Implement
the other
suers
Signatures
all
record
holders
should
sign
By Mic1Iel
Its
illiams
Date
__________
2006
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 form
virtue
of entity of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state ________________________________ tax ID or SS federal
further certify that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
the
______________________________ title
andlor the
_______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver
certify
any and
that
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
_________________________________
now
is
name
the
___________________________
title
and
________________________
is
now
the
____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any one of them
and
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms of the Execution
Warrant
and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly
executed
on behalf
constitutes
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 5 of 54
VTO2 3448
CLAIM HOLDER SCHEDULE
below
The
Plan
Warrants
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
Ct
Fl
Morris Deckelbaum 4430 Casper
Hollywood
33021
Plan Allowed Plan Class
Claim
200000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-388
BIW-388
40000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-388
CSW-388 FNW-388
DBW-388
INW-388
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-388 VDW-388 ARW-388 CNW-388 DUW-388
FRW-388
GEW-388
HSW-388 ITW-388 JPW-388
KOW-388
POW-388
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 385-26
Filed 07/25/2007
Page 6 of 54
VTO2 3449
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have or
the
in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-1
3035-PIreviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
and had
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
categorized
in the
under and
the Plan
such
claimants with
meet
the
terms of Section
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defined
Plan
governed
in
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Mountain
View Estates
and
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and and
as
Agreement
for
the Execution
Agreement
unless
an
Visitalk
Capital
to
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
elects to
the other Issuers
all
executed
in
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Plan
Warrants
issued
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 by an
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been
executed
authorized
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
REPRESENTS THAT THEY HAVE RECEIVED BY EXECUTION BELOW THE UNDERSIGNED 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
DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
ISSUER
IS
Claim Holder Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Impl
Signatures
Date
44
all record holders 2006
should
sign Date 2006
CERTIFICATE OF AUTHORIZATION
to be completed
if the
Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
jV1ORvthl
name
of organized
kcvo
trust partnership and by or other
virtue
Entity
form of entity of the
State
company
isa entity
and existing under
of the laws
of
fiÆaii
type
is
and
its
tax
ID number
71
federal
fUrther certifj
3Y
tax
that
12
ID or SS
the
and
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
tYL6
lit
title
and/or
the
cMtnt
title necessary
or
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certifv
and
all
written instruments
proper
the authority hereby
conferred.
further
that
Wi
Chettf
51vft
now
is
the title
fUrther certify the that
and
DOiI ho
herein or any
1/toll
is
now
the
Q4Qrt.
4title
name
officers set forth
the
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out
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 S.
Acceptance
legal
and Effective and binding
and validly executed
on behalf
constitutes
Dated
this
day of
200.fr Signature of
certiIng
officer
Must
not
be signed
by officer authorized
to
act
atui- frzt4kc
Title
of
rtifing
officer
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 7 of 54
VTO2 3450
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
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006
later
such agreement June 25 2006.
been
Corporation as the agent
of the Issuers no
Claim Holder
Mountain Douglas 702
View
Kroll
Estates
Pahumele HI
Way
17
Kailua
96734-35
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-544
BIW-544
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-544
CSW-544 FNW-544
DBW-544
INW-544
VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services
Inc.
MKW-544 VDW-544 ARW-544 CNW-544 DUW-544
FRW-544 GEW-544 HSW-544 ITW-544 JPW-544
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.
KOW-544
POW-544
Warrant
and
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 8 of 54
VT02345
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY
AGREEMENT
Capital 5. 50th
Corporation
St. Suite
14647 Phoenix
130
AZ
or
85044
Dear
Sir
Madam
terms the
unless defined
A. September confirmed the
Plan to ask
Capitalized
herein
have
or the
the
in
same
the
meaning
Joint
as
defined Plan
in
the
warrant agreement
dated
effective
17 by
2004
the
Plan
Slates
Warrant
Agreement
Court The
Section for
Second
of Reorganization
to
June
22 2004
United
Bankruptcy
District
of Arizona
represents
related they
Case
No.
00-I
3035-PHX-RTB
reviewed
the opportunity the
Plan
Warrant
questions
of
visitalk.com
Inc. the the
Visitalk.
Plan and
the
Undersigned
5.9
that
have
received
and had
Agreement
regarding
Implementation documents.
Agreement
and have
terms
restrictions
of
these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the
5.9
Plan Warrants
Plan.
to various
claimants are defined
categorized
in
under
Plan
in
such
claimants with
meet
the
terms
of Section
of the
Such
Plan
Warrants
the
Plan
and governed
accordance
Plan
Warrant
Agreement.
C.
The
Undersigned the
MP3.com
Execution
the
all
Inc.
hereby
tenders to Visitalk
this
Execution
Warrant
Acceptance
as
and and
Effective as the
is
Delivery
Agreement Agent
to
Agreement
Issuers Plan
Capital
Corporation
to
an
Issuer
Implementation
also accepts
for
other
and
unless
an executed
in
Election Entry
Certificate Finally the
Agreement
Execution
attached
hereby
all
elects terms
have of
the
of
their 5.9
Warrants
issued
Book
form.
Agreement
the
Section
Implementation
Agreement.
D.
This
the part or
undersigned
the
represents
that
if
the
Execution
this
Agreement
has
been
duly
has or
authorized
by
all
necessary by an
action
on
of
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
been
duly executed of
the
authorized
officer
representative
Undersigned
is
such
officer
representative
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of and
also
the sign
Plan and along
Warrant
return with
certificates the
is
desired
Certificate
please
sign
and
return
BOTH
to
this the
Execution
Agreement Agreement
Election
for the
to
Agreement
issue fee as set
attached
Plan
Warrant
as
Exhibit
check
certificate
forth
therein
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED 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 RELYING UPON THE ACCURACY AND COMPLETENESS OF THE IN COMPLYING REPRESENTATIONS CONTAINED HEREIN WITH ITS OBLIGATIONS.
Claim Holder and
Accepted
CLAIM HOLDER
lts
President
CERTIFICATE
to
OF AUTHORIZATION
are
hereby
certify
that
2/
is
be completed
if
the
Plan Warrants
being accepted
by an
YY2.
of
/J1J.
trust partnership or other
niiy
form
the
/1
is
name
compan
and
existing
of entity
the State
JY1 2JXJ
entity type ID number and
organized
under
and
by
virtue
of
laws of
of state
and
its
tax
_________________________________ federal
tax that
and
it
is
currently
in
good
standing
and
its
charter
ID
or
SS
in
full
force
effect.
further
certify
tV
execute and
further deliver
rJdn/
title any and
certify that
ardJor-thtitle
are
fully to
authorized effectuate
and
the
empowered
authority
to
make
written
instruments
necessa
or
proper
hereby
conferred.
6c1U1lL
name
iFn3th.e title
now
is
ei.
eJAL
title
name
officers set forth
further Out
certify the
that
the
herein
or
any one
of
them
are
duly
authorized
by
the
Entity
to
execute
further
and
that
carry the
terms
of
the
Execution
Warrant and and
Acceptance Delivery
obligation
and
Effectivelivery been
Agreement duly and
and
validly
ertify
Execution
the Entity
Warrant and
Acceptance
legal
Effective
Agreemei31h
of
the
xecuted
on
behalf
of
constitutes
binding
Eity/
Dated
this
day
of
___________
Si cern
ying
officer officer
Must
be
signedy
authorized
to
act
Title
of
certifying
officer
LI
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 9 of 54
VTO2 3452
CLAIM
HOLDER SCHEDULE
if the specific
ie
Plan Warrants assignee
specified
below an
to
are
only
valid
named
and
Claim
Holder
named
herein
or
proper
has
executed
prior
Execution June
Warrant 2006
later
Acceptance such
Effective
Delivery received
Agreement
by
Visitalk
Execution
Agreement
as the
15
no
and
agreement
has been
Capital
_poration
agent
of
the
Issuers
than June
25
2006.
Claim Holder MP3.com
Inc.
ATTN.
Vivendi 800 Third
Debra
Ford
Director
Corporate
Transactions
Avenue.
5th
Floor
New York NY
Plan Plan Allowed
10022
Claim
$15000000.00
Class
Issuers
Unit
Corporation
Warrant
Units
Visitalk
Capital
VCW-545
000000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Inc. Services
Dynamic
Biometric
j45
CSW-545 FNW-545
Inc.
BIW-545
750
750000 750000 750000
Systems
DBW-545 INW-545
75Q0
750000
VT VT VT VT
International
Corp. Services
Inc. Inc. Inc.
Marketing Video Arabic
Services Services
MKW-545 VDW-545 ARW-545 CNW-545 DUW-545
FRW-545 GEW-545 HSW-545 ITW-545 JPW-545
7QQ0
750000
7Q0
750000 750000 750000
Inc. VT Chinese Services VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Inc. Services
7Q0
750000
VT VT VT VT
Italian
Services
Inc. Inc. Inc. Inc.
7QQ0
Japanese Korean
Services Services
250
75
KOW-545
POW-545
Portuguese
Services
70
one Warrant one Warrant one Warrant one
Warrant Warrant
Unit
consists
of
consist
of one
Warrant
and one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 10 of 54
VTO2 3453
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan
States
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
for
or
Second
Joint
Plan of Reorganization
related that to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case
No. 00-1
3035-PIreviewed
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 have
and
Agreement
Implementation
Agreement
had
opportunity
ask questions regarding
the terms
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan WatTants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
such
claimants
meet the terms of Section
Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
in
accordance
with the Plan
Agreement.
C. Delivery
The Undersigned Agreement
Nicole
L.
Bidwill hereby
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer
and Effective
as
the Execution
for
Agreement
and
Plan Warrants
to
Capital
Corporation
to
and
the
is
Implementation
also
Agent
to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects
have
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Agreement
legal
its
has 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 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 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
CAPITAL
tati
CORPORATON
Agent
for
as
an
Issuer
Impleme
the other
Issuers
L/OM
Signatures all record holders should
_____________
sign
ByMichae1
Its
S.
Williams
Date
SJ
2006
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 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
that
and __________________________is
now
the
____________________________
title
name
officers set forth
further carry
certify
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
Acceptance
legal
and Effective and binding
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 385-26
Filed 07/25/2007
Page 11 of 54
VTO2 3454
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June
15 2006
no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June
25
2006.
Claim
Holder
Nicole L. Bidwill 8701
S.
Hardy
Drive
Tempe AZ
85284
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-346
BIW-346
10000 2500 2500
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-346
CSW-346 FNW-346
2500 2500 2500
2.500
DBW-346
INW-346
VT VT
International
Corp.
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-346 VDW-346 ARW-346 CNW-346 DUW-346
FRW-346
2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
GEW-346
HSW-346 ITW-346 JPW-346
KOW-346
POW-346
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 385-26
Filed 07/25/2007
Page 12 of 54
VTO2 3455
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 Warrant
States
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
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-l3035-PHIX-RTB
received and have and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
Agreement
Implementation
Agreement
the opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
are
categorized
in
under
the Plan
such
claimants with
meet
the
terms of Section
5.9
Such
Plan Warrants
defined
the
Plan and
governed
in
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
NieI
Peter
Hvwar
and
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
and
as
and Effective
the
is
the Execution
for
Agreement
Plan Warrants
Visitalk
Capital
an
Issuer
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entiy
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.
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
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
CONTA
Agreed
RELY
Claim Holder Acceptejland
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITA
ORATON.
as
an
Issuer
Signatures
Date
olders should al1r cord 2006 __________
sign
By
Its
Miclael President
S.
Williams
Date.
_2006
CERTIFICATE OF AUTHORZAT1ON
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certifi
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________ type tax ID number
entity
organized
and existing under
by
of the laws
of state
and
its
is
__________________________________ 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
certif
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver
certifi
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
further
_______________________________
now
is
name
the _________________________ title
further
and
_________________________
110w the _____________________________. title
are
name
officers set forth
certif
that
the
herein
or any
one of them
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
and
validly
executed
on
behalf
constitutes
and bmding
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 385-26
Filed 07/25/2007
Page 13 of 54
VTO2 3456
CLAIM HOLDER SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
The
Plan
Warrants
specified
below
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
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
Nigel 14
Holder
Peter
Hayward
Hill
Cranley Garden-Muswell England
London
NI0IBD
20000.00
Plan Allowed Plan Class
Claim
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-448
BIW-448
4000 1000 1000 1000 1000 1000 1000 1000
1.000
VT VT VT VT
Billing
Services
Business Products Consumer
Financial
BUW-448
CSW-448 FNW-448
Services Services
Dynamic Biometric Systems
DBW-448
INW-448
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-448 VDW-448 ARW-448 CNW-448 DUW-448
FRW-448
1000
1.000 1.000
1000 1000 1000 1000 1000
1.000
GEW-448
HSW-448 ITW-448 JPW-448
KOW-448
POW-448
1000
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 385-26
Filed 07/25/2007
Page 14 of 54
VTO2 3457
EXECUTION
Visitalk Capital Corporation St. Suite
Wuutkr4T
ACCEPTANCE
AND EirncnvE
DELIVERY
AGREEMENT
146475.50th Phoenix
130
AZ
85044
Dear
Sir or
Madam
A.
Capitalizedeemut
unless
defined
herein have
the
same meaning Second
Joint
as defined Plan
in the
warrant
agreement
dated 00-I
effective
September17
continued
2004
the
thePlan
States
Warrant
by
United
the
Plan
fJg of
Warrant
questions
Bankruptcy
viaitaltcorn
Inc. the the
fl
Plan and
the the Plan claimants with
Agreement
Coutt The
or in the
of
Reorganization to
June22
2004
the
fur the
District
of Arizona
represents
related that they
Cam
No.
3035-PHX-RTB
Undersigned
5.9
have
received
and teviewed
the
Agreement
regarding
Section
Implementation
Agreement
and have had
opportunity
to ask
tetma
restrictions
of these
documents.
B. categerized in the Plan
Each lentils under
the
required if
under
to issue the
certain
warrants Section
the Plan
5.9
Warrants Such
to various Plan
claimants are defined
Plan
such
meet
the
terms
of
of
the
Plan.
Wanwrls
and governed
in acconlance
Plan
Warrant
Agreement.
C.
The
Effective
Undetsigned
Delivery
Nertlaview the
other
all
Investmgnts Execution
Issuers
LLC..
hereby
to
tenders
this
Execution
Warrant
as
Acceptance an
Issuer
is
and
the
Agreement
for the to
Aareemenfl
unless
Viaitalk
Capital
Cotporstion
and
as
Implementation
also
Agent
elects the
and
an executed
issued in
Election Book
to Certificate lbnn.
Agreement
the
attached
hereby
all
have of
of
their
Plan Warrants
5.9 Ingilementation
Entry
Finally
Execution
Agreement
accepts
terms
the
Section
Agreement.
D.
This
the part
undersigned the
represents
that
if
the
Execution
this
Agreement
has been duly
has or
authorized
by
all
necessary
action
on
of
Undersigned of the
and
necessary
Execution Agreement
person
is
been duly executed
representative
by an
authorized
officer
or representative
Undersigned
is
and such
in
legal
its
officer
of the
Undersigned
and
this
Execution
Agreement
enfbrceable
accordance
with
terms.
If phyaleal
delivery
of the Plan Warrant
also sign
certificates
Is
desired
please
sign
and
return
BOTH
to
this the
Execution Warrant
Agreement Agreement
and
and
retunt the Election check
for the
to Certificate certificate
Agreement
issue fee
attached
fOrth therein.
Plan
as Exhibit
along with
as
set
BY EXECUTION THAT THEY HAVE RECEIVED BELOW THE UNDERSIGNED REPRESENTS EXECUTED AND REVIEWED ThE PLAN WARRANT AGREEMENT THE PLAN THE SECTION AND 5.9 IMPLEMENTATION AGREEMENT 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
Claim Holder Accepted and
Agreed
Issuer
ran
Cjjature
Date
all
record
holders
should
sign
President
2006
Date
CERTIFICATE to
hereby
that
OF AUTHORIZATION
are
be completed
if the
Plan
Warrants
being
accepted
by an
gIity Wniitf
State
certify
tJtCTina
name
of company and
trust
ic
under
TMa13lc.
or other virtue
13
form
laws
f_
of
the
LISbITCO
isa
partnership
of entity of /12... state
UPstff
entity
Cr.
type
organized
existing
and by
of the
anditstaxlDnumberis
federal in
full
anditiseurrentlyingoodslandingsnditsehsrler
tax that
ID
the
or
SS
force
and
effect
further
certify
M4..tisSJ
title and
further deliver
AfrTZand/or
sny and
that
all
the
_________________
title or
are
fitily
authorized to effectuste
and empowered
the authority
to
make
execute
written
instruments
necessary
proper
hereby
conferred.
certify
flptP
is
RZif4tfL...
nsmg
now
is
the
MM$jJ
certi1
the
Li
t4flbStand
title
the officers art fOrth
ftjfr name
herein
or
now
the
/Ar
title by
the Entity to
further carry the out
that
any one of them and
are
duly
authorized
execute
further
snd
that
rerrna
of the
Execution
Warrant and and
Acceptance
Delivery
Effective
Delivery has
Agreement
duly
and
certify
Execution Warrant
the Entity
Acceptance
legal
Effective binding
Agteement
been
and
vslidl
of
and
constitutes
Dated
this
2k.
day of
c1
oblistioncfiu
Most
not be signed by
undonbIf
officer
authorized
to
act
fr$ktrspkJb
Title
Meet
officer
of
certiling
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 15 of 54
VTO2 3458
CLAIM
HOLDER Sciwnuu
if
The
Plan Warrants assignee
specified has executed
below an
to
are only Execution June
valid
the
specific
named
and
Claim
Holder
named
herein
or
proper
Warrant and
Acceptance such June
Effective has been
Delivery received
Agreement
by Visitalk Capital
Execution
Corporation
Agreement
as
prior
15 2006
no
later
agreement
the agent
of the
Issuers
than
25
2006.
Claim Holder
Northview 7600 Investments. L.L.C. Suite 210
Doubletree
Ranch Rd
85258
Scottsdale.
AZ
Plan Plan
Allowed
Claim
$475000.00
Class
tJnit
Warrant
Units
Visitalk
Capital Corporation Services Pioducts Services Services
Inc. Inc. Inc. Inc. Inc.
VCW-556
BIW-556
95.000 3.750 23.750 23.750 23.750
VT VT
Billing
Business
BUW-556
CSW-556 FNW-556
VT Consumer VT Financial
Dynamic
Biometric
Systems
DBW-556
INW-556
23750
23.750 23.750
VT VT VT
International
Corp. Services
Inc. Inc.
Marketing Video
Services
VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT VT VT VT VT
Hispanos
Italian
MKW-556 VDW-556 ARW-556 CNW-556 DUW-556
FRW-556
23750 23750
23.750 23.750
23750
23.750 23.750 23.7 50 23.750 23.750
GEW-556
HSW-556 ITW-556 JPW-556
Services Services
Inc.
Inc.
Japanese Korean
Services Services
Inc. Inc. Inc.
KOW-556
POW-556
Portuguese
Services
23750
Warrant Warrant
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Wanant
one
and one
Warrant
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 16 of 54
VTO2 3459
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
in the
of Reorganization
to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-13035-PIand had reviewed
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
the
Implementation documents.
Agreement
opportunity
ask questions regarding
the terms and
restrictions
of these
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 under
th the
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
and
governed
accordance
Plan
Agreement.
C. Delivery
The
Undersigned
Paralee
L.
Obele
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer and
and Effective
as
Agreement
the Execution
for
Agreement
and
Plan Warrants
Capital
Corporation
the
is
Implementation
also
hereby
all
elects the
Agent to have
the other Issuers
all
unless an executed issued
in
Election Entry
to Certificate
Agreement
the
attached
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
terms of
the
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
and
if
necessary
Execution person
is
Agreement
legal
its
has
been
executed
by an authorized
or representative Execution
of the 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
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
Implementation
Signaturell Date
ecord
holders
V4V
2006
Date
CERTIFICATE OF AUTHORIZATION
to
hereby
that
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
certifj
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
its
tax
type ID number
is
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
ftill
force
and
effect.
further
certif3t
are
ftilly
authorized
to
and empowered
to
make
execute
and
further
deliver any
certifv
written
instruments
necessary
or
proper
effectuate
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
ftirther certiQv that
and
is
now
the title
name
officers set forth
the
herein
or
any
one of them
are
duly
authorized
by the Entity and
certifv
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective
and binding
been duty and validly executed
on behalf
constitutes
Dated
this
______
day of
200_. Signature of
certiIiing officer
Must
not
be
signed
by officer authorized
to
act
Title
of certifving
officer
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 17 of 54
VTO2 3460
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
such
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
agreement
been
of the Issuers no
June
25
2006.
Claim
Paralee
Holder
L.
Obele
Suite
1485
W. Hwy 89A
Sedona AZ 86336
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-558
BIW-558
5000 1250 1250 1250 1250
1.250 1.250 1.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-558
CSW-558 FNW-558
DBW-558
INW-558
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.
MKW-558 VDW-558 ARW-558 CNW-558 DUW-558
FRW-558 GEW-558 HSW-558 ITW-558 JPW-558
1250 1250 1250
1.250
VT
1250 1250
1.250
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
1250 1250 1250
1.250
KOW-558
POW-558
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 385-26
Filed 07/25/2007
Page 18 of 54
VT02346
EXECUTION
Visitalk Capital
S.
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY AGREEMENT
Corporation
St. Suite
14647 Phoenix
50th
130
AZ
85044
Dear
Sir or
Madam
terms the
unless defined
A.
Capitalized
herein
have
or
the
same meaning Second
Joint
as
defined Plan
in
the
warrant agreement
dated
effective
September confirmed the
17 by
2004
the
Plan
States
Warrant
Bankn.iptcy
Agreement
Court The
Section
in the
of Reorganization
to
June
222004
United
for the
District
of Arizona
represents
related they
Case
No.
00-I3035-PHX-RTB and had reviewed
the opportunity the
Plan
questions
of visitalk.com Agreement
regarding the
Inc. the
Visjtalk.
Plan
the
Undersigned
5.9
that
have
received
Plan Warrant
to ask
Implementation documents.
Agreement
and
have
terms and
restrictions
of these
B. categorized in the
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants Section
the
5.9
Plan Warrants
Plan.
to various
claimants are defined
under
Plan
in
such
claimants
meet
the
terms of
of the
Such
Plan Warrants
Plan and governed
accordance
with
Plan Warrant
Agreement.
C.
The
Undersigned
Parker and
as the
Weston
Effective
Truesdell Delivery
Trust
No.
UTA
the
other their 5.9
dated
12/17/93
hereby
tenders to Visitalk
this Capital to
Execution Corporation
Certificate Finally the
Warrant
as
Acceptance
Thsuer
is
Agreement
for the
all
Execution
Issuers
Agreement
unless issued
an
and
ImpTementation
also
Agent
to
and
an executed
in
Election Entry
form.
Agreement
Execution
attached
hereby
all
elects
have
of
Plan Warrants Implementation
Book
Agreement
accepts
the
terms
of the
Section
Agreement.
D.
This
the part or
undersigned
the
represents
that
if
the
Execution
this
Agreement
has been
duly
authorized
by
all
necessary by an
action
on
of
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
has been
or
duly executed of the
authorized
officer
representative
Undersigned
is
such
officer
representative
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan
also sign
Warrant
return with
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this
Execution
Agreement and Agreement
as
and along
the Election check
for the
to
Agreement
issue fee as set
attached
therein.
the Plan
Warrant
Exhibit
certificate
forth
BY EXECUTION BELOW. THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED AND REVIEWED THE PLAN WARRANT AGREEMENT ThE SECTION EXECUTED THE PLAN 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CON5flP HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim der ccept and
ed
Issuer
CL
HO
Acce VISITALK
and
as
1mph
Si
all
cord
holders
should
sign
By
Its President
ate
2006
CERTIFICATE
to
be completed
if the
OF AUTHORIZATION
are
Plan Warrants
being
accepted
by
an
Emjj
Lrtl LII7Iq
utS\
hereby
certifi
thaflLX\1
\Iij
LYYt
of
wuiySt
trust partnership or other
ftJ
cmura1I
of_________ state
name
is
company
and
existing
form
the
of entity
the State
tAYr
entity type
is its
organized
under
and
by
virtue
of
laws of
and
tax
ID
number
2Q
federal
tax that
and ID
the or fi
it
is
currently
in
good
standing
and
its
charter
in
full
force
and
effect.
further
certif
ktQt.
title execute and
further deliver
andor
the
______________________ title
are
fully
authorized to effectuate
and
the
empowered
authority
to
make
any
and
all
written
instruments
nece
saw
or
proper
hereby
conferred.
certif
that
fli YP1LYIS%4TflAJ.a
now
is
name
the
IA5kJQ.._5
title
and _________________________is
now
the
__________________________
title and
that
name
officers set forth
further carry the out
certif
the
that
the
herein
or
any
one of and
them
Effective
are
duly
Deli
aut
rized
by and certif
flirt
ecute
terms
of
the
Execution
Warrant and
Acceptance Delivery
obligation
eme
ee
Execution
the Entity
Warrant and
Acceptance
legal
Effective
Agreement of
the Enti
ha
an
on behalf
of
constitutes
and binding
Dated
this
day
of
Ms3_
200.
natur ot ertifVi officer
signe
by
officer
authorized
to
act
Title
of
certiQving
officer
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 19 of 54
VTO2 3462
CLAIM
HOLDER SCHEDULE
if the specific
The
Plan Warrants assignee
specified
below an
to
are
only
valid
named
and
Claim
Holder
named
herein
or
proper
has executed
Execution June
Warrant and
Acceptance such
Effective has been
Delivery received
Agreement
by
Visitalk
Execution
Corporation
Agreement
as the
prior
15 2006
no
later
agreement
Capital
agent
of
the
Issuers
than June
25
2006.
Claim Holder
Parker Steven 241
Weston
Truesdell
Trust
c/o
No. Carol
UTA
dated
12/17/93
Fleishmann
Trustee
Chandler
109th
Avenue
SE
Bellevue
WA
98004
Plan Plan
Allowed Class
Claim
1500.00
Issuers
Unit
Capital Corporation Services Products Services Services
Inc. Inc. Inc. Inc. Inc.
Warrant
Units
Visitalk
VCW-669
BIW-669
300 75
VT VT
Billing
Business
BUW-669
CSW-669
__
75 75
.......7
VT Consumer VT Financial
Dynamic
Biometric
Systems
FNW-669 DBW-669
INW-669
VT VT VT VT VT VT VT
International
Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc.
Marketing Video Arabic Chinese Dutch French
Services Services Services Services Services
MKW-669 VDW-669 ARW-669 CNW-669 DUW-669
FRW-669
75 75 75
__
75
VT German Services Inc. VT Hispanos Inc. Services VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT
Portuguese Services
Inc.
GEW-669
HSW-669 ITW-669 JPW-669
75 75 75
KOW-669 POW-669
75
Warrant Warrant and
Unit one
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-26
Filed 07/25/2007
Page 20 of 54
VTO2 3463
WARRANT ACCEPTANCE
Visitalk
AND EFFECTIVE
DELIVERY AGREEMENT
Capita
S.
Corporation
St. Suite
14647 Phoenix
50th
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
17 by
2004
the
Plan
States
Warrant
Aereement
Court The
in the
Second
of
Reorganization to
June
22 2004
United
Bankruptcy Visitalk. had
the
for the
District
of Arizona
represents
related they
Case No.
00-13035-PHX-RTB
the Plan
jgn
of and
visitalk.eom the Plan
Inc.
Undersigned
to ask
that
have
reviewed and
Warrant
Agreement
and have
opportunity
questions
regarding
their
terms
restrictions.
B.
Each
Issuer
is
required
under
the
Plan arc
to issue defined
certain in the
warrants Plan
to various in
claimants
categorized with the
under
Plan
the
Plan
the
Plan
Warrants.
Such
Plan
Warrants
and govemcd
accordance
Warrant
Agreement.
C.
The
Undersigned Acceptance
Isauers
Patrick
J.
Fleming
to Visitalk executed
hereby
Capital
tenders
this
Warrant
as an
Acceptance
Issuer
is
and
as the
Effective
Delivery
Agreement Agent have
all
the
Agreement
and
unless issued an in
Corporation
to Certificate
and
Implementation
elects to
for the
other Plan
Election Entry
form.
Agreement
attached hereby
of
their
Warrants
Book
D.
This
Acceptance
Agreement
this
has
been duly
authorized has
by
all
necessary
action
on
an
the
part
of
the officer or this
Undersigned
representative
and
of
if
necessary Undersigned
is
Acceptance such
in
Agreement
is
been
duly executed
or representative
by
authorized the
the
and
person
legal
officer terms.
of
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
E.
If
physical
delivery
of
the
Plan
sign
Warrant
return
certificates the
is
desired
to the
please
and
return
sign
BOTH
to
this the
Acceptance Plan
Agreement and Warrant Agreement as
also
and
Election check
for
Certificate certificate
Agreement
issue fee as set
attached
forth
Exhibit
along
with
therein.
TBAT TBEY BAYE RECEIVED BY EXECUTION BELOW TBE UNDERSIGNED ACKNOWLEDGES EFFECTIYE DELIYERY OF TBE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH THE ACCURACY ISSUER IS RELYING UPON AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder and
Accepted
Agreed
W/
CERTIFtCATE
to
be
OF AUTHORIZATION
arc
completed
if
the
Plan
Warrants
being accepted
by an
hereby
certify
that
name
is
of
company
and
existing
trust
partnership
or
other
form
the
of entity of
the State
____________________
entity
organized
under
and
by
virtue
of
lawa
of _________ state
type number
is
and
its
tax
ID
____________________________________ federal
tax that
and
it
is
currently
in
good
standing
and
its
charter
ID
the
or
SS and/or
the
in
fill
force
and
effect.
further
certify
_______________________________
_______________________ title
title
arc fully authorized to effectuate
and
the
empowered
authority
to
make
execute
and
further
deliver ecr
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 3,101.0 kB |
| Pages: | 54 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,574 Words, 65,538 Characters |
| Page Size: | 611 x 1021 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-26.pdf |
| Download Other Notice - District Court of Arizona ( 3,101.0 kB) |
Preview Other Notice - District Court of Arizona
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