EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital
S.
AGREEMENT
Corporation 130
14647 Phoenix
50th
St. Suite
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
they have
received
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
and have
opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer the
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan
of
the
Wanants
Such
to
various Warrants
claimants
are
categorized
in the
under and
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Plan.
Plan
defined
Plan
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Kelly
Jorn
Cook
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
as
Acceptance
an lssuer and
and Effective
as
the Execution
Agreement
Capital
the
is
Implementation
also
hereby
all
elects the
to Agent for the other Issuers and unless an executed Election all of their Plan Warrants issued in Book Entry form. to have 5.9
Certificate
Agreement
the
attached
Finally
Execution
Agreement
accepts
terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of
the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been duly executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 5.9 IMPLEMENTATION AGREEMENT AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RLYING UPON THE ACCURACY AND COMPLETENESS OF THE HEREIN IN COMPLYING WITH ITS OBL1GAT1ONS. REPRESENTATJQN2FAINED
v___
Claim-
pted
R/
and
reed
Issuer
Acceptance
CLAI
VISITALK
and
as
CAPITAL
CORPOI
Ai
is
an
lssuer
Implementation
Issuers
Si
at
es
al
record
holders
should
sign
By
Its
_______
2006
President
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
type
is
state and
federal tax
that
it is
and
its
tax
ID number
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ________________ title
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
certify
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
_______________________________
now
is
name
the title
further
and
is
now
the title
name
officers set forth
certif
that
the
herein
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms of the Execution
Warrant
and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
and validly executed
on behalf
constitutes
and binding
Dated
this
______
day of
200.
_______________________________________________ officer Signature of certifying
Must
not
be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 1 of 60
VTO2 3384
CLAIM HOLDER SCHEDULE
The Warrants below
the specific
Plan
specified
are only
valid
if
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
Kelly Dr.
Holder
Jorn
J.
Cook
Kelly
Cook DDS
Suite 19
3800
Chandler.
Ray Road
AZ
85226
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-373
BIW-373
10.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
2500
2.500 2.500 2.500 2.500 2.500
BUW-373
CSW-373 FNW-373
Inc.
Systems
DBW-373
INW-373
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-373 VDW-373 ARW-373 CNW-373 DUW-373
FRW-373 GEW-373 HSW-373 ITW-373 JPW-373
2500
2.500
2500 2500
2.500
2500 2500 2500 2500 2500 2500 2500
KOW-373
POW-373
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 385-25
Filed 07/25/2007
Page 2 of 60
VTO2 3385
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States inc. the the
A.
Capitalized
have
the in
September 17 2004
confirmed
Agreement
Court
for
or the
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
District
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the the
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Plan Warrant
to
Agreement
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
issuer the
is
required
if
under
the Plan
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized under
in the
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defined
Plan
and
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Ken Desmarchais
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer
and Effective
as
the Execution
Agreement
Capital
Corporation
to
and
the
is
Implementation
also
hereby
all
elects the
Agent for the other Issuers and unless an executed of their Plan Warrants issued in Book to have all
5.9
Election Entry
Certificate
Agreement
the
attached
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 by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has been
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
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
CLAIM HOLDER
VISITALK
and
as
CAPITAL
COF
Imp1em
fgnatures Date
all record
holders
should
sign
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
and existing under
by
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ____________________ title
all
in full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution
Warrant
Acceptance
legal
and Effective
and binding
validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day
of
____________
200_.
_____________________________________________
Signature of be
certifiing officer
Must
not
signed
by officer authorized
to
act
Title
of
certifiing
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 3 of 60
VTO2 3386
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder Ken Desmarchais
5317
E. Shangri
La Road
85254
Scottsdale
AZ
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-394
BIW-394
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
Inc.
BUW-394
CSW-394 FNW-394
DBW-394
INW-394
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-394 VDW-394 ARW-394 CNW-394 DUW-394
FRW-394
GEW-394
HSW-394 ITW-394 JPW-394
KOW-394
POW-394
Warrant
and one
Unit
consists
of
consist
of one
Wanant
one
Warrant
one
Warrant
one
Warnint one
Warrant
Wanant.
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 4 of 60
VTO2 3387
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 defmed herein have
the or in
A. September confirmed
Capitalized
same meaning
the
as
defmed
Plan
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States hic. the
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
the
the
Plan
to
jn
Warrant
by the United
Bankruptcy
the
District
of Arizona
represents
related
Case No.
00-1
3035-PHX-RTB
reviewed
of visitalk.com
Visitalk. Plan
and
the
The Undersigned
Section
5.9
that
they have
received and have
and had
Agreement
Implementation
Agreement
the opportunity
ask questions regarding
the terms
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
Plan
such
claimants
meet the terms of Section
5.9
Such Plan Warrants
defmed
the Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Kenneth
E.
Smith
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer and
and Effective
as
the Execution
for
Agreement
and
Plan Warrants
Capital
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been duly 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
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 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
CAPIT
Signatures
all
record
holders
should
sign
Date
22006 CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
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
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
certify
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
certify
the Execution
Warrant
Acceptance
legal
Effective
been duly
and validly executed
on
behalf
of the Entity and
constitutes
and binding
Dated
this
______
day of
200_.
_____________________________________________ officer Signature of certifying
Must
not be
signed
by officer
authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 5 of 60
VTO2 3388
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 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Kenneth 2112
Holder
E.
Smith
E.
Apollo Ave 85283
Tempe AZ
Plan Allowed Plan Class
Claim
500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-644
BIW-644
100 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-644
CSW-644 FNW-644
DBW-644
INW-644
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.
MKW-644 VDW-644 ARW-644 CNW-644 DUW-644
FRW-644
GEW-644
HSW-644 ITW-644 JPW-644
VT
VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-644
POW-644
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 385-25
Filed 07/25/2007
Page 6 of 60
VTO2 3389
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
Joint
as
defmed
Plan
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
or
in the
of Reorganization
to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-13035-PHIX-RTB
and had reviewed
the the
the
Plan
to
of visitalk.com Warrant
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and 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 the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized under
ii
the Plan
in
such
claimants with
meet
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
and
governed
accordance
the Plan
Agreement.
C.
The
Undersigned
and Effective
Kent
Delivery
Brockelman Agreement Agent
elects for to
and
Rosemarie
Christofolo hereby
tenders
this
Execution
Corporation
Certificate
Warrant as an
Acceptance
Issuer and
as
the Execution
Issuers of
their 5.9
Agreement
Warrants
to
Visitalk
Capital
to
the Implementation
is
the other have
the
all
and
Plan
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
Book
Entry
form.
Finally
the
Agreement accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Agreement
legal
its
has 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
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
VISITALK
and
as
CAPITAL
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by
an
Entity
hereby
certify
that
Entity name
of
company
trust partnership
or other
virtue
form
of entity of the
State
is
___________________
entity
organized
and existing under
and 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
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
arid
empowered
to
make
execute
and
further
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
certify
_________________________________
now
is
name
the title further certif carry
that
and
is
now
the title
name
officers set forth
the
herein
or any
one
of
them
are duly
authorized
by the Entity
to
execute
further
and
that
out the terms
of the Execution Acceptance
legal
Warrant
and
Acceptance
Delivery obligation
and
Effective
Delivery has been
Agreement
duly
and
certify
the Execution
Warrant
Effective
Agreement
of
the Entity.
and validly executed
on behalf
of the Entity and
constitutes
and binding
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 7 of 60
VTO2 3390
CLAIM HOLDER
below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
The
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant 2006 and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June no
such agreement June
been
Corporation as the agent
of the Issuers
later
25
2006.
Claim Kent
Holder
Brockelman South
Terrace
and
Rosemarie
Christofolo
845
Rd
Tempe AZ
85284
Plan Allowed Plan Class
Claim
15000Q0
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-354
BIW-354
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 Financia Services Inc.
Dynamic Biometric Systems
Inc.
BUW-354
CSW-354 FNW-354
DBW-354
INW-354
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-354 VDW-354 ARW-354 CNW-354 DUW-354
FRW-354
GEW-354
HSW-354 ITW-354 JPW-354
KOW-354
POW-354
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 385-25
Filed 07/25/2007
Page 8 of 60
VT02339
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647 Phoenix
5.
St. Suite
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
in
same meaning
the Second
as
defined
in
the warrant
agreement dated June
effective
17 2004
Agreement
Court
for
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
Plan
of visitalk.com
Inc. the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Plan Warrant
to
Agreement
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask
questions regarding
the terms and
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized under
in the
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan and
governed
accordance
Plan
Agreement.
C.
The Undersigned and Effective
as
Kettle Delivery
Family
Limited Partnership the Execution
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
Issuer
Agreement Agent
elects for to
Agreement
Warrants
Visitalk
Corporation
Certificate
as
an
and
the Implementation
is
the other Issuers
and
Plan
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
the
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
and
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
of the Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
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 THE PLAN THE SECTION 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 REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Issuer
Agreed
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
cRP
nt for
TON
as
an
Issuer
Impleme
the other Issuers
/4
Signatures all record holders should
sign
By
Its
MichaeYS.
President
Williams
Date
c//
2006
Date
//
Entity
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by
an
Entity
hereby
certify
that
name
is
of
company
and
trust partnerslp
or other
virtue
form of entity
of the
State
J.-.
organized
existing under
and by
of the laws
of
YI state
entitytype and
its
tax
ID number
is
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the title
in full
force
and
effect.
further
certify
and/or
and deliver any
certify
the title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
all
proper
the authority hereby
conferred.
further
that
witten instruments _-.rj
necessary
or
now
is
the title
further certify that
and
name
officers set forth
now
one of them
the title
the
herein
or
any
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
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
validly
executed
on behalf
constitutes
Enty.
Dated
this
day
of
JC4
fl
200k
Signature of be
certifying officer
Must
not
signed
by
officer
authorized
to
act
Ti.l
of
certifying
ficer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 9 of 60
VTO2 3392
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim Holder
Kettle
Family Limited Partnership
Springhill
1430
Road
Suite
100
McLean VA
PLan Allowed PLan CLass
22102
CLaim
$1775000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-484
BIW-484
355000 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750 88750
88.750 88.750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-484
CSW-484 FNW-484
DBW-484
INW-484
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-484 VDW-484 ARW-484 CNW-484 DUW-484
FRW-484
GEW-484
HSW-484 ITW-484 JPW-484
KOW-484
POW-484
88750 88750
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 385-25
Filed 07/25/2007
Page 10 of 60
VTO2 3393
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 defmed herein the Plan Warrant
States Inc. the the
A. September confirmed
Capitalized
have
or
the
same meaning Second
Joint
as
defmed
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
in the
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various
clainiarits are
categorized
in the
uiider
the Plan
in
such
claimants
meet the terms of Sectot
5.9
Such Pan Warrants
defined
Plan
and
governed
accordance
with the Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Kroll
Foundation
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer
and
as
Effective the
is
the Execution
for
Agreement
and
Plan Warrants
Capital
and
implementation
also
Agent
to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects the
have
of
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
terms
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
is
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
officer
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
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION OF THE AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CO
ORATON
as
an
Issuer
Implementati
or the other Issuers
Signatures
Date
___
___________
certify that
altcord
holders
should
sign
By
Its
Michael President
illiams
2006
Date
__________
___
Entity
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by
an
Entity
hereby
/k/n
name
of organized
fl
is fl
//
/OW4/1%i
trust partnership and
Otor other
virtue
compaiy
form of entity
of the
State
is
7t/q5
its
and existing under
by
of the laws
of_________ state
and
type tax ID number
entity
17
federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the
in full
force
and
effect.
further
certify
2CC P2t5 7fc
titie and
further
and/or
the
_eC
24
or
title
all
are
filly to
authorized effectuate
and empowered
to
make
execute
deliver
any and
that
written instrumets
proper
the authority hereby
conferred.
the title
further certify that
and
T4 MO//
certify
f//
and
necessary
now
is
is
now
the
narne
title
name
and
the
officers
set
forth
herein
or
any one of them
are
duly
authorized
by the Entity
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
and
validly
executed
on behalf
constitutes
Dated
this
day
of
200L
_____________________________________________
Signature of
certifying officer
Must
not be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 11 of 60
VTO2 3394
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June IS 2006 no
later
and such agreement
than
been
of the Issuers
June
25
2006.
Claim
Kroll
Holder
Foundation
702
Pahamele HI
Way
Kailua
96734
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-490
BIW-490
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT VT
Billing
Services
Business Products
BUW-490
CSW-490 FNW-490
VT VT
VT VT
Consumer Services
Financial
Services
Dynamic
Biometric
Systems
DBW-490
INW-490
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
VT
VT
Services Services
VT VT VT VT VT VT
VT
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-490 VDW-490 ARW-490 CNW-490 DUW-490
FRW-490
VT German
Hispanos
Italian
Services Services
GEW-490
HSW-490 ITW-490 JPW-490
Services
Inc. Inc.
Japanese Korean
Services
Services
Inc. Inc.
KOW490
POW-490
VT
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 385-25
Filed 07/25/2007
Page 12 of 60
VTO2 3395
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 Warrant
States
A.
Capitalized
have
or
the ii
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
September
confirmed
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-
13035-PHIX-RTB
reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
1the
Agreement
regarding
Implementation
Agreement
the opportunity
ask questions
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various Warrants
claimants
are
categorized
in the
under and
Plan
in
such
claimants with
meet the terms of Section
the
5.9
Such
Plan
defined
Plan
governed
accordance
Plan
Warrant
Agreement.
C. Effective
The
Undersigned
Larson the
Family Trust Execution and
hereby
tenders
to
this
Execution
Capital
to
Warrant
Acceptance
as
and and
as
Delivery
Agreement
for
Agreement
unless an issued
in
Visitalk
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
elects to
the other Issuers
all
executed
Election Entry
Agreement
attached
hereby
all
have
of
their 5.9
Plan
Warrants
Book
form.
Finally the Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This the
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on
of the
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
officer
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED THE PLAN EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT 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 WITI-i ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed /2
Issuer
Acceptance
as
CLAIM HOLDER
VISITALK
and
as
an
Issuer
Impi
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
L-. if the
Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Ov\
of
J-j
trust partnership and
yr-4--S
or other
virtue
Entity
of the
State
is
Jr. s7
entity
name
company
and
form of entity
of
organized
type
is
399_L../t
federal
7I/
the
existing under
by
of the laws
/1r
and
its
iC_
state
charter
and
its
tax
ID number
J2
execute and
further
and
it
is
currently
in
good
standing
tax
that
ID or SS
in fill
force
and
effect.
further
certify
v-S7_e_
title deliver any
certify arid
all
and/or
the
72
title necessary or
ate
fully to
authorized effectuate
and empowered
to
make
written
instruments JZ
proper
the authority hereby
conferred.
that
jfl\
-Iic--I
LcotS
11
now
is
name
the title
further certify that
and
-cis now
name
herein
or
the title
the
officers
set
forth
any
one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant
Acceptance
legal
Effective
validly executed
on
behalf
and constitutes
and binding
Dated
this
day of
200k
..
Signature of
certifying
officer/
by officer authorized
to
Must
not
be signed
act
rl.-s
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 13 of 60
VTO2 3396
CLAIM HOLDER SCHEDULE
The Warrants below
an
to
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June 25 2006.
been
of the Issuers no
Claim Holder
Larson Family Trust Michael R. 13520 N. 65th Denise A. Larson
Trustees
Avenue
85304
Glendale
AZ
Plan Allowed Plan Class
Claim
125000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-495
BIW-495
25000 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250 6250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW495
CSW-495 FNW-495
Inc.
Systems
DBW-495
INW-495
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-495 VDW-495 ARW-495 CNW-495 DUW-495
FRW-495 GEW-495 HSW-495 ITW-495 JPW-495
KOW-495
POW-495
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 385-25
Filed 07/25/2007
Page 14 of 60
VTO2 3397
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647 Phoenix
S.
St. Suite
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
District
of Arizona represents
related that
Case No.
00-13035-PIand had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Agreement
the Section
restrictions
Implementation
Agreement
opportunity
ask questions regarding
terms and
of these documents.
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized under
in
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defmed
the Plan
and
governed
accordance
Plan
Agreement.
C.
The Undersigned
and
as
Lawrence
Delivery
and
Erica
Wasserman
and
JTWROS
Agreement
Warrants
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer and
Effective
Agreement Agent
elects for to
the Execution
Issuers of
their 5.9
Visitalk
Capital
to
an
the Implementation
is
the other
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
the
all
Plan
Book
Entry
form.
Finally
the
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
by
the
an
authorized
or representative Execution
Undersigned
is
such
officer
or representative
of
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
therein.
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Holder Accepted and
Claim
Agreed
Issuer
Acceptance
CLAIM
HLDER
VISITALK
and
as
CAPITA
PORATON
as
an
Issuer
Impl
or the other Issu
holders
should
DatLt2006
to be completed
sign
By
Its
Michael
President
S.
tVilliams
Date
CERTIFICATE OF AUTHORIZATION
if
the Plan
Warrants
are being
accepted
by an Entity
hereby
certify
that
Entity name
of company trust partnership
and existing under and by or other
virtue
form of entity
of the
State
is
___________________
entity
organized
of the laws
of_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
certify
_______________________________
now
is
name
the
___________________________
title
and ___________________________is
now
the
____________________________
title
name
officers set forth
further
certify
that
the
herein
carry
out the terms
of the Execution Acceptance
legal
Warrant
and and
any one of them are duly authorized by the Entity to execute Acceptance and Effective Delivery Agreement and certify further
or Delivery obligation
and
that
the Execution of the Entity
Warrant and
Effective binding
Agreement
of the
Entity.
has
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 385-25
Filed 07/25/2007
Page 15 of 60
VTO2 3398
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
ExecutiQflAgreement
Corporation as the agent
prior to June
15 2006
no
later
such agreement June
been
of the Issuers
25
2006.
Claim
Holder
and
Erica
Lawrence
11
Wasserman JTWROS
Winding
Way
NJ 07006
N. Caidwell
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-69
BIW-691 BUW-691 CSW-691 FNW-69
Inc.
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
DBW-691 INW-69
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-691
VDW-691 ARW-691 CNW-691
DUW-691
FRW-691
GEW-69
HSW-691 ITW-691 JPW-691 KOW-691 POW-691
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 385-25
Filed 07/25/2007
Page 16 of 60
VTO2 3399
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States Inc.
A. September confirmed
Capitalized
have or
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
the
United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PI-IX-RTB and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
Agreement
the
the
Implementation
Agreement
the opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under
Plan
in
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
the Plan
and governed
accordance
with the Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Lillian
Florcsk
hereby
tenders
to
this
Execution Warrant
Corporation
to
Acceptance
as
and
and
Effective as the
is
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Issuer
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been duly
has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
and
is
if
necessary
Agreement
legal
its
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 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
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 VISITALK CAPITAL RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted aud
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
RATON
for
as
an
Issuer
Implementat
the other
Issuers
Signatures
all
record
holders
should
sign
By
Its
Miclel
President
S.
Wlliams Date 2006
Date
5//c-//
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
culTently
in
good
standing
and
its
charter
ID
or
SS
and/or the ______________________ title
all
in full
force
and
effect.
further
certify
the _____________________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
certify
_________________________________
now
is
name
the
___________________________
title
..-.
__________________________is
now
the
____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
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 385-25
Filed 07/25/2007
Page 17 of 60
VTO2 3400
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 and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder
Lillian 23 Florcsk
Middleton
Lane 20164
Sterling
VA
Plan Allowed Plan Class
Claim
15000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-416
BIW-416
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-416
CSW-416 FNW-416
DBW-416
INW-416
IVIKW-416
VT VT VT
VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch Services
Inc.
VT
Services
Inc.
VDW-416 ARW-416 CNW-416 DUW-416
FRW-416
VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.
GEW-416
HSW-416 ITW-416 JPW-416
VT VT
VT
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-416
POW-416
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 385-25
Filed 07/25/2007
Page 18 of 60
VT02340
EXECUTION WARRANT
Visitalk Capital
5.
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Corporation 130
14647
50th
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
Warrant have
the in
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
172004 the Plan
by
the
Agreement
Court
or
Second
Joint
Plan of Reorganization
related that to
United
States
Bankruptcy
for the
Distiict
of Arizona represents
Case No.
222004 00-3O35-PHX-RTB
and had reviewed the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
regarding
Implementation documents.
Agreement
the opportunity
ask questions
terms and
restrictions
of these
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
categorized
in the
under and
Plan
such
claimants with
meet
the
terms of Section
5.9
to various claimants the Plan Warrants Such Plan Warrants of the Plan. are defined
Plan
governed
accordance
Plan
Wanant
Agreement.
C. Effective
The Undersigned
Delivery
Linda
S.
Turley-Hansen
hereby
tenders
to
this
Execution Warrant
Corporation
Certificate
Acceptance
as
and and
as
Agreement
for
the Execution
Issuers Plan
Agreement
issued
Visitalk
Capital
to
an
Issuer
is
the
Implementation
also
Agent
elects to
the other
all
and
unless an executed
in
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been duly authorized
has
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
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
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
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim Holder Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
Imp
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
hereby
certif
that
\\
Warrants and
further
are
being
accepted
by an Entity
Entity
other
name
is
\N\
tax
\\
entity
of company trust partnershir
and existing under
Ibrm of entity
of the
State
organized
and by
virtue
of the laws
of________
state and
charter
type
is
and
its
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
authorize effectuate
dmpowered
the
thority
to
make
execute
deliver
any and
that
tten
instruments
necessary
or
proper
hereby
conferred.
certify
now
is
name
the title
further certify that
and __________________________is
now
the title
name
officers set fo
the
herein
nt
or
any one of them
and
are
duly
authorized
by the and
ntity
to
execute
further
and
that
carry
out the terms
of the Execution
Wa
and and
Acceptance
ye Delivery
Effective
Delivery has
Agreement
ertify
the Execution of the Entity
Warrant
and
Acceptance
legal
Effe bindin
Agreement
Entity.
been
du1
and
validly
cuted
on behalf
constitutes
bligation of the
Dated
this
______
day of
200_.
_______________________________________________
Signature of certifing signed
officer
Must
not be
by officer authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-25
Filed 07/25/2007
Page 19 of 60
VTO2 3402
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 no
later
such agreement June 25 2006.
been
of the Issuers
Claim Holder
Linda 3316
S.
Turley-Hansen
St
E. Piro
Phoenix
AZ
85044
Plan Allowed Plan Class
Claim
35000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-672
BIW-672
7000 1750
1.750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-672
CSW-672 FNW-672
1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750
1.750
DBW-672
INW-672
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.
MKW-672 VDW-672 ARW-672 CNW-672 DUW-672
FRW-672
GEW-672
HSW-672 ITW-672 JPW-672
1750
1.750 1.750 1.750
VT
VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-672
POW-672
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 385-25
Filed 07/25/2007
Page 20 of 60
VTO2 3403
EXECUTION
Visitalk Capital S.
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY AGREEMENT
Corporation
St. Suite
14647 Phoenix
50th
130
AZ
or
85044
Dear
Sir
Madam
terms the
unless defined
A.
Capitalized
herein
have
or
the in
same
the
meaning
Joint
as defined
in the
warrant agreement
dated
effective
September confirmed the
Plan to ask
172004
by
the
Plan
States
Warrant
BanJcniptcy
Agreement
Court The
Section
Second
Plan of Reorganization
related that they to
June
22 2004
United
for the
District
of Arizona
represents
Case
No.
00-
13035-PFIX-RTB and reviewed had
the the
Plan
Warrant
ofvisitalk.com Agreement
regarding
Inc. the
Visitalk.
Plan and
the
Undersigned
5.9
have
received
Implementation documents.
Agreement
and have
opportunity
questions
the
terms
restrictions
of
these
B. categorized
in
Each
Issuer the
is
required if
under
the
Plan
to issue the
certain
warrants the
Section 5.9
Plan Warrants
Plan.
to various
claimants are defined
under
Plan
in
such
claimants
meet
the
terms of Warrant
of the
Such
Plan Warrants
the
Plan and
governed
accordance
with
Plan
Agreement.
C.
The
Undersigned
Madison
and
as the
Elizabeth
Effective
Truesdell Delivery
Trust
No. the
other their 5.9
UTA
dated
12/17/93
hereby
to
tenders
this Capital to
Execution Corporation
Certificate Finally the
Warrant
as
Acceptance
Issuer
is
Agreement
for the
all
Execution
Issuers
Agreement
unless issued
Visitalk
an
and
Implementation aso hereby
all
Agent
to
and
an executed
in
Election Entry
form.
Agreement
Execution
attached
elects
have
the
of
Plan Warrants Implementation
Book
Agreement
accepts
the
terms of
Section
Agreement.
D.
This undersigned
the part or
represents
that
if
the
Execution
this
Agreement
has been
duly
authorized
by
all
necessary by an
action
on
of
the
Undersigned of
the
and
necessary
Execution person
is
Agreement
legal
its
has or
been duly
executed of
the
authorized
officer
representative
Undersigned
is
and such
in
officer
representative
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan and
as also sign
Warrant
return with
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this
Execution
Agreement Agreement
and
along
the Election check
for
to
Agreement
issue fee as set
attached
therein.
the Plan
Warrant
Exhibit
the
certificate
forth
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENSS- THE REPRESENTATIONS HEREIN IN COMPLYING WITH ITS CONTAINED
Claim Issuer
Acc
CLA
VISIT
and
as
By
Its
OO6
CERTIFICATE
to
be completed
if the
OF AUTHORIZATiON
are
Plan Warrants
being
accepted
by an
iI
2.
State
TbL111\.A
10.
nii
of
is
ik
type number
name
of
company
and
existing
trust
partnership
or
other
form
the
of entity
the
organized
under
and
by
virtue
of
laws of
A/A
state and
its
entity and
its
tax
ID
ZJ
federal
tax that
77
ID
the or
and
it
is
currently
in
good
standing
charter
in
full
force
and
effect.
further
certify
S4 USkQ.Q
title and
further deliver
andlor
the
______________________ _____________________
are
fully to
authorized
effectuate
and
the
empowered
authority
to
make
execute
any
proper
hereby
con