EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
or
the in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
September 17
confirmed
2004
Agreement
Court
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
for the
District
of Arizona
represents
related that
Case No. 00-1 3035-PHIX-RTB
received and have and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Agreement
Implementation documents.
Agreement
had the opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various claimants
are
categorized
in
under and
the
Pan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Janice
Kettle hereby
tenders
to
this
Execution Warrant
Capital Corporation
to
Acceptance
as
and
Effective
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
an
Issuer
and
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.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
such
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
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 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 5.9 RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
IM
HOLDER
VISITALK
CAPITAL
CO
ON
as
an
Issuer
tures
Date
hol
all record should
210rtheothuers
sign
Its
SiI
2006
President
Date
by an Entity
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
hereby
certifi
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
and
trust partnership and
or
other
form of entity
of
___________________
entity
organized
existing under
by
virtue
of the laws
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
certifj
arty
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
certif
the
herein
or any
one of them
are
duly
authorized
by the Entity and
certifi
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
duly
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
been
and validly executed
on behalf
constitutes
and binding
Dated
this
______
day
of
200_.
_______________________________________________ officer Signature of certifiing
Must
not
be signed
by officer authorized
to
act
Title
of
certifiing
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 1 of 64
VT023320
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified executed
are only
valid
if
the specific
or
proper
assignee
has
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
Janice Kettle Springhill
1430
Road
Suite
100
McLean VA
Plan Allowed Plan Class
22101
Claim
$200000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-483
BIW-483
40000 10000 10000 10000 10000 10000
10.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-483
CSW-483 FNW-483
DBW-483
INW-483
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-483 VDW-483 ARW-483 CNW-483 DUW-483
FRW-483 GEW-483 HSW-483 ITW-483 JPW-483
10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000 10000
KOW-483
POW-483
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 385-24
Filed 07/25/2007
Page 2 of 64
VT02332
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan Warrant
States hic.
A. September confirmed
Capitalized
the
or in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1 303 and had
5-PHIX-RTB
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
reviewed
the
Agreement
the
the
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer the
is
required
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
iii
under and
Plan
ifuch
claimants
meet the terms of Section
Warrant
5.9
Such
Plan Warrants
defined
the
Plan
governed
in
accordance
with the Plan
Agreement.
C.
The Undersigned
Theodore
this
R.
Tetzlaff
Trustee Plan
053
and
Jenner and
Effective
as
Block
Individual
Retirement the
for
all
Income
Plan
and
hereby
tenders
to
Execution
Capital
to
Warrant
Acceptance
as
Delivery
Agreement
Execution
Issuers Plan
Agreement
issued
in
Visitalk
Corporation
Certificate
an
Issuer and
is
the Implementation
also
unless an executed
Election Entry
Agreement
attached
hereby
all
elects
Agent to have
the
the other of
their 5.9
Warrants
Book
form.
Finally
the Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been duly authorized by all necessaiy action has been duly executed by an authorized
or representative of the
or representative Execution
Undersigned
enforceable
and such
in
officer
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.
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. V1SITALK 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
CAPITAL
CORPO
as
an
Issuer
OLDER
Signature all cord holders
and
as
sign 2006
Date
__________
2006
CERTIFICATE OF AUTHORIZATION
to
be
completed
if the
Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
c7
gui
of
Entity
company
trust partnership and or other
virtue
is
JA1Z
entity tax
typ
is
name /frrganized
form of entity
of the
State
and existing under
by
of the laws
of
state and
federal tax
that
it
and
its
ID number
is
ID or
the
SS
title and
further
currently
in
good
standing
and
its
charter
in
fill
force
arid
effect.
further
certify
and/or
the
_____________
title
are
fully to
authorized effectuate
and
empowered
to
make
execute
deliver
any and
that
all
ritten
instrum
ts
ecessary
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 and
are
duly
authorized
by the Entity
ilent
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery
ol
and
certify
the Execution of the Entity
Warrant
Acceptance
legal
Effective
and validly executed
on behalf
and
constitutes
and binding
Dated
thifr
day of
2OO
of
certifying officer
Must
if
not be
signed
by officer
authorized
to
act
AIff2
//Z-
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 3 of 64
VTO2 3322
Title
of
certifving
officer
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 and
than
Acceptance
such
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as
prior
June 15 2006
later
agreement
been
the agent
of the Issuers no
June 25 2006.
Claim
Holder
R. Tetzlaff Trustee R. Plan
Theodore
do
Tetzlaff
Theodore
Tetzlaff
053 Jenner TTEE
and
Block
Individual
Retirement Income
Plan
1845
N. Lincoln
IL
Ave
..
Chicago
60614
Plan Allowed Plan Class
Claim
200000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-467
BIW-467
40000 10000
10.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-467
CSW-467 FNW-467
Inc.
10000 10000 10000 10000 10000 10000 10000 10000
10.000
Systems
DBW-467
INW-467
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-467 VDW-467 ARW-467 CNW-467 DUW-467
FRW-467
10000 10000 10000 10000 10000 10000 10000
GEW-467
HSW-467 ITW-467 JPW-467
KOW-467
POW-467
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 385-24
Filed 07/25/2007
Page 4 of 64
VT023323
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Capital
S.
Corporation
St. Suite
14647 Phoenix
50th
130
AZ
85044
Dear
Sir or
Madam
terms the
unless defined
A.
Capitalized
herein
have
or
the
same
meaning
Joint
as defined Plan
in the
warrant agreement
dated 00-
effective
September confirmed the
Plan to ask
17 by
2004
the
Plan
States
Warrant
BanJcniptcy
Agreement
Court The
Section
in the
Second
of
Reorganization to
June
22 2004
United
for the
District
of Arizona
represents
related that they
Case No.
received
13035-PHX-RTB
and reviewed had
the opportunity the
Plan
Warrant
questions
of visitalk.com Agreement
regarding the
hc.
the
Visitalk.
Plan and
the
Undersigned
5.9
have
Implementation documents.
Agreement
and have
terms
restrictions
of
these
B. categorized in the Plan
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
under
Plan
in
such
claimants
meet
the
terms of Section Warrant
of the
Such
Plan
Warrants
and governed
accordance
with
Plan
Agreement.
C.
The
Undersigned and
Issuer
is
Jayson
Effective
Call
Walker
Jr.
Trust the Agent
to
UTA
for
all
dated
2/1O/97
hereby
tenders
this
Execution
Warrant
Acceptance
as
Delivery
the
Agreement
Execution
the other their 5.9
Agreement
Issuers
to VisitaLk unless issued
Capital
Corporation
Certificate Finally the
an
and
as
Implementation
also
and
an executed
in
Election Entry
form.
to
Agreement
Execution
attached
hereby
all
elects
have
the
of
Plan Warrants Implementation
Book
Agreement
accepts
the
terms of
Section
Agreement.
D. on
the
This
part or
undersigned
the
represents
that if
the
Execution
this
Agreement
has
been
duly authorized has been
or
by
all
necessary by
action
of
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
duly
executed of
an authorized Undersigned
officer
representative
Undersigned
is
such
officer
representative
the
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan and
also sign
Warrant
return with
the
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this the
Execution
Agreement Agreement
and along
Election
for the
to
Agreement
issue fee as set
attached
therein.
Plan
Warrant
as
Exhibit
check
certificate
forth
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 REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
CIa
Hold Issuer
AIM HO DER
_______
Acceptan
VISITALK
and
as
CORPORATION
ementation gent
for the other
as
an
Issuer
Issuers
Si
tur
record
holders
should
sign
Williams
7ihaeI
CERTIFICATE
to
be completed
if the
Date
O6
P11ti7
of_________ state
OF AUTHORIZATION
are
Plan Warrants
being
accepted
by an
Ihereby
certify
thatiA1SLW
CuU
of
JKQIL
trust existing
j. 1tifr iiA
or other
C1L1A
the State
name
isa ___________________ entity and
its
compary
and
partnership
form
the
of entity
organized
under
and by
virtue
of
laws of
type
is
tax
ID
number
________________________________ federal tax ID or SS
further certify that the
and
it
is
currently
in
good
standing
and
its
charter
in
fill
force
and
effect.
1Apo
title execute and
further deliver
andor
the
______________________ title
are
filly to
authorized
effectuate
and
the
empowered
authority
to
make
any
and
all
written
instru
ts
necessary
or
is
proper
hereby
conferred.
certify
that
V.P
name
now du
the
tALtAlnow
the
___________________________
___________________________is
further cariy the out
cei
the
that
the
officers the
set
forth
herein
or
any
of and
them
Effective
are
authorized ive gree ent
Entity
to
ecute
and
that
terms
of
Execution
Warrant and and
Acceptance Delivery
obligation
and
certi
further
Execution
the Entity
Warrant an
Acceptance
legal
Effective
Agreem
of
the
has ntity.
ndu
xecuted
on
behalf
of
constitutes
binding
Dated
this
day
of
-t 200
ignatur fcertifyi officer
be
sign
by
officer
authorized
to
act
Title
of certiying
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 5 of 64
VTO2 3324
CLAIM HOLDER SCHEDULE
named
and
The
Plan Warrants assignee
specified has executed
below an
to
are
only
valid
if the
specific
Claim
Holder
named
herein
or
proper
Execution June
Warrant 2006
later
Acceptance such agreement
Effective has been
Delivery received
Agreement
by
Visitalk Capital
Execution
Corporation
Agreement
as
prior
15
no
and
the agent
of
Ihe
Issuers
than June
25
2006.
Claim Holder
Jayson Steven 241
Call
Walker
Jr.
Trust
UTA
do
dated
12/10/97
Fleishmann
Trustee
Carol
Chandler
109th
Avenue
SE
Bellevue
WA
98004
Plan Plan
Allowed
Claim
1500.00
Class
Issuers
Warrant
Units
Visitalk
Capital Corporation Services Products Services Services
Inc. Inc. Inc. Inc. Inc.
VCW-680
BIW-680
Q2
75 75 75 75
VT
Billing
VT Business VT Consumer VT Financial
Dynamic
BUW-680
CSW-680 FNW-680
Biometric
Systems
DBW-680
INW-680
VT VT VT VT VT VT
International
Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc.
Marketing Video Arabic Chinese Dutch
Services Services Services Services Services Services
MKW-680 VDW-680 ARW-680 CNW-680 DUW-680
FRW-680
.j
75
VT French VT German VT Hispanos VT VT VT VT
Italian
GEW-680
HSW-680 ITW-680 JPW-680
_L
75 75
Services Services
Inc.
Japanese Korean Portuguese
Services Services
Inc. Inc. Inc.
KOW-680
POW-680
75
Services
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 385-24
Filed 07/25/2007
Page 6 of 64
VT023325
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Pian Warrant
States
A. September confirmed
Capitalized
have
the
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17 2004
by
the
Agreemenf
Court
for
or in
Second
Joint
of Reorganization
to
22 2004
the
United
Bankruptcy
the
District
of Arizona represents
related that
Case
No.
00-13035-PIand had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
the
Implementation documents.
Agreement
opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in the
under
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such Plan Warrants
defmed
Plan
and governed
accordance
Plan
Agreement.
C. and
The
Effective
Undersigned
Delivery
JDK.com
Investment Partners
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer and
is
Agreement
for to
the Execution and
Plan
5.9
Agreement
Warrants
Visitalk
Capital
to
Corporation
Certificate
an
as
the Implementation attached
also
Agent
elects the
the other Issuers have of
all
unless an executed issued
in
Election
Agreement
the
hereby
all
of
their
Book
Entry
form.
Finally
Execution
Agreement
accepts
terms
the
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been duly executed
by
an
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
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution Agreement
and
as
also sign
the
Election
to Certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
Exhibit
along
check
for the 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.
aim Holder Accepted and
Agreed
Issuer
Acceptance
AIM HOLD
VISITALK
and as
CAPITAL
RATON
as
an
Issuer
Issuers
ig
at4s Il i..
record
holders
should
sign
By
Its
MicIael
President
S.
illiams
2006
Date
______
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by
hereby
certify
that
name
is
of
company
and
trust partnership
or other
virtue
form of entity
EntI
an
Entity
/\.1Sh\
entity
its
organized
existing under ..
and by
of the laws
of the
State
of_________ state
and
tax
type ID number
_.
and
it
is
is
currently
in
good
standing
and
its
charter
federal
in full
tax
that
ID or SS
the _____________________________ title and/or the ______________________ title and
all
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
written
instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
ihe title further carry
certify that
and
is
now
the title
name
officers set forth
the
herein
or any
one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effecti
Deliveiy been
Agreement
duty an
certify
the Execution of the Entity
Warrant
Acceptance
legal
Effective
and
constitutes
and binding
Agreeme9flas of the EnitA
validly
executed
on
behalf
Dated
this
day
of
JL.L
i\
200O
_____________________________________________
Signare
of
certifying
officer
igy
Title
officer
authorized
to
act
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 7 of 64
VTO2 3326
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee
has
executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June
15 2006
no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
JDK.corn
Joel
Investment Partners
D. Keyser San Vincente Blvd
11661 Los
609
Angeles
CA 90049
Claim
268000.00
Plan Allowed Plan Class
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc.
VCW-465
BIW-465
53600 13400 13400 13400 13400 13400
13.400
VT
Billing
Services
VT Business Products Inc. VT Consumer Services Inc.
BUW-465
CSW-465 FNW-465
Inc.
VT
VT VT VT
Financial
Services
Inc.
Dynamic
Biometric
Systems
DBW-465
INW-465
International
Corp.
Marketing Video Arabic Chinese Dutch
Services
Inc. Inc.
Inc.
Services Services
VT
VT VT
Services
Inc.
Services
Inc.
MKW-465 VDW-465 ARW-465 CNW-465 DUW-465
FRW-465 GEW-465 HSW-465 ITW-465 JPW-465
13400 13400 13400 13400 13400 13400 13400
13.400
VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT VT
Italian
Services
Inc. Inc.
13400 13400 13400 13400
Japanese Korean
Services Services
VT
VT
Inc. Inc.
KOW-465
POW-465
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 385-24
Filed 07/25/2007
Page 8 of 64
VT023327
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
the
as
defmed
in
the warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or in
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
and
The Undersigned
5.9
that
they have
received and have
Agreement
the
the
the Section
restrictions
Implementation documents.
Agreement
opportunity
ask questions regarding
terms
of these
B.
Each
Issuer the
is
required
if such
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under and
Plan
in
claimants
meet the terms of Section
Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
with the Plan
Agreement.
C. Effective
The Undersigned
Delivery
Jeck Trust Dtd
1/17/90.
hereby
tenders
to
this
Execution Warrant
Capital Corporation
Certificate
Acceptance
as
and and
as
Agreement
the Execution
Agreement
Visitalk
an
Issuer
is
the
Implementation
also
hereby
all
elects
to Agent for the other Issuers and unless an executed Election all of their Plan Warrants to have issued in Book Entry form. 5.9
Agreement
the Execution
attached
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
has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
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
VISITALK
and
as
CAPITAL
CORPORATON
Age-fi
as
an
Issuer
Implementation
the other
Issuers
Date
2006
CERTIHCATE
to
be
OF AUTHOIUZATON
are
completed
if
the Plan
hereby
certifij
that
Zieci
name
of
7d
and
Warrants
being
accepted
by an Entity
i/tf/
or
oilier
Entity
of the
State
company
trust partnership
form of entity
of
isa entity
organized
and existing under
by
virtue
of the laws
4iz
and
zoivf
state
charter
type
is
and
its
tax
ID number
ji/
further
2...
tax
that
7/
ID or SS
the
and
it
is
currently
in
good
standing
its
federal
in full
force
and
effect.
certifij
/0ub4LØ2
and
further
j.
title
JiC
that
and/or
the
gjeJiDtZ
title ces
e.
1V
or
are
fully to
authorized effectuate
and empowered
to
make
execute
deliver
any and al.Lritten
stiments
proper
the authority hereby
conferred.
certifij
Lk
now
c4
now
is
the title
further certifij that
and
/e
herein or
iOkJfname
cJs
are
the__________
title
_____
to
the
officers
set
forth
any one of them
duly
authorized
by the Entity and
execute further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
the
Delivery has been
Agreement
ily //
certifij
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
and validly executed
on behalf
constitutes
tity.
Dated
this
day of
200b
KL4/feO4 f4riiv
ignature
01i
ycrtifyin
icer
Must
no3/e
signed
by officer authorized
to
Ti1e
of
certifijing
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 9 of 64
VT023328
CLAIM HOLDER SCHEDULE
The Warrants below
the specific
Plan
specified executed
are only
valid
if
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee
has
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
Dtd
L. 1/17/90
Jeck Trust
do
Donald
and
Eleanor H.
Jeck
TTEE
5871
Camino Arizpe
Tucson
AZ
85718
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-466
BIW-466
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc.
BUW-466
CSW-466 FNW-466
Inc.
VT
VT VT VT VT VT VT
Financial
Services
Inc.
Dynamic Biometric Systems
International Corp.
DBW-466
INW-466
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
Inc.
Services Services
Inc. Inc.
MKW-466 VDW-466 ARW-466 CNW-466 DUW-466
FRW-466
VT
25 00 2500
2.500
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
GEW-466
HSW-466 ITW-466 JPW-466
2500
2.500
KOW-466
POW-466
2500 2500
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 10 of 64
VT023329
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
the
in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1 303 5-P1-IX-RTB and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Agreement
the
the
the Section
restrictions
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
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
in
under and
Plan
iii
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned and Effective
as
is
Jeffrey A. Delivery
and
Ashley Roberts Barna hereby the Execution
Issuers of
their 5.9
tenders
to
this
Execution Warrant
Capital
to
Acceptance
Issuer
Agreement Agent
elects for to
Agreement
Warrants
Visitalk
Corporation
Certificate
as
an
and
the Implementation attached
also
the other
and
Plan
unless an executed issued
in
Election
Agreement
Execution
hereby
all
have
the
all
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
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
authorized action by all necessary been duly executed by an authorized of the
or representative Execution
Undersigned
is
and such
in
officer
or representative
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
return
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 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 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 5.9 IMPLEMENTATION AGREEMENT 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
CLAF
I-I.
L..DE\
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
other
Issuers
Signatures
11
record
holders
shii1l
sign
By
Its
Michael
Preside
S.
il
iam Date 2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
and
trust partnership and
or other
virtue
form of entity of_________ state
____________________
entity
organized
existing under
by
of the laws
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the
____________________________
title
that
and
____________________________is
now
the
_____________________________
title
name
officers set forth
further carry
certify
the
herein
or any
one of them are duly
and Effective
authorized
by the Entity
and
to
execute
further
and
that
out the terms
of the Execution Acceptance
legal
Warrant Acceptance
and and Effective binding Delivery obligation
Delivery has been
Agreement
duly and
certify
the Execution
Warrant
Agreement
of the
Entity.
validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day of
200.
_______________________________________________
Signature of be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 11 of 64
VTO2 3330
CLAIM HOLDER SCHEDULE
The Warrants below
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim
Jeffrey
Holder
A. and Ashley Roberts Barna
8075
E.
Morgan
Trail
Scottsdale
AZ
85258
Plan Allowed Plan Class
Claim
12500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-337
BIW-337
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
625 625 625 625 625 625 625 625 625 625 625 625 625 625 625 625 625 625
BUW-337
CSW-337 FNW-337
DBW-337
INW-337
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-337 VDW-337 ARW-337 CNW-337 DUW-337
FRW-337
GEW-337
HSW-337 ITW-337 JPW-337
KOW-337
POW-337
Warrant
and one
Unit
consists
of
consist
of
oneA
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 12 of 64
VT02333
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
Warrant have the
A. September confirmed
Capitalized
same meaning Second
Joint
as
defined Plan
in
the warrant agreement dated June
effective
172004 the Plan
by the United
States
Agreement
Court
or
in the
of Reorganization
to
222004
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
ofvisitalk.com
Inc.
Visitalk. Plan
and
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
the
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms
restrictions
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under
the Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan and
governed
in
accordance
Plan
Agreement.
C.
The Undersigned and Effective
Jeffrey
Alan
Nancy
Oliver
LeSourd
hereby
tenders
to
this
Execution
Capital
to
Warrant
as
Agreement Delivery Agreement Acceptance and as the Implementation Issuer Agent for the other Issuers and unless an executed
Agreement
Execution
is
the Execution
Visitalk
Corporation
Certificate
an
Election
in
attached
also
hereby
all
elects
to
have
all
of
their 5.9
Plan
Warrants
issued
Book
Entry
form.
Finally
the
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
if
necessary
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the Plan Warrant
also sign
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
and
return with
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
CAPITAL
TON
as
an
Issuer
4c/
Signaiures
and
as
ll record
holders
should
sign
By
Its
Michael President
Date
-B
2006
Date
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and by
or other
virtue
form of entity of the
State
is
___________________
entity
organized
existing under
of the laws
of
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
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver
certify
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
further
_______________________________
now
is
name
the title
further certify that
iii-l
is
now
the title
name
officers set forth
the
herein
or any
one of them
and
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the
Entity.
validly
executed
on behalf
constitutes
and binding
Dated
this
______
day
of
200_.
___________________________________________
Signature of certifying signed
officer
Must
not be
by officer
authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 13 of 64
VTO2 3332
CLAIM HOLDER
The Warrants below
an
to
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
specified executed
are only
valid
if
the specific
or
proper
assignee
has
Execution
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
and such agreement
than
been
of the Issuers
June 25 2006.
Claim
Jeffrey
Holder
Alan Lincoln
Nancy Road
20132
Oliver
LeSourd
18456
Purcellville
VA
Plan Allowed Plan Class
Claim
40000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-506
BIW-506
8000 2000 2000 2000 2000
2.000 2.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-506
CSW-506 FNW-506
DBW-506
INW-506
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc.
MKW-506 VDW-506 ARW-506 CNW-506 DUW-506
FRW-506
2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
GEW-506
HSW-506 ITW-506 JPW-506
KOW-506
POW-506
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 385-24
Filed 07/25/2007
Page 14 of 64
VTO2 3333
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defmed
Plan
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-13035-PIand had reviewed
the
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Plan Warrant
to
Agreement
regarding
the Section
restrictions
Implementation
Agreement
opportunity
ask questions
terms and
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 under
in
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
and
governed
accordance
Plan
Agreement.
C.
The Undersigned
and
as
is
Jeffrey Delivery
and
Abigail
Wasserman
the Execution
JTWROS
and
Plan
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
Issuer
Effective
Agreement Agent
elects for to
Agreement
Warrants
Capital
to
Corporation
Certificate
an
and
the Implementation attached
also
the other Issuers have
the
all
unless an executed issued
in
Election
Agreement
Execution
hereby
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
the
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
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 UTh1DERSIGNED 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 HERE IN WITH ITS OBLIGATIONS.
COMPLY
Issuer
Claim Holder Accepted
and
Agreed
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Imp
ate
Sture ll record holders // / 2006
should
sign
1/
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certif
that
Entity name
of company trust partnership
and existing under and 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
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
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
and title
is
now
the title
name
officers set forth
further
certifj
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
Agreement
certif
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
been duly
and validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of certifing signed
officer
Must
not be
by officer
authorized
to
act
Title
of
certifiing
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 15 of 64
VTO2 3334
CLAIM HOLDER SCHEDULE
valid the specific
The
Plan
Warrants
specified
below
are only
if
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
Jeffrey
and
Abigail
Wasserman JTWROS
30
Macleay
Rd NJ 07045
Monville
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-690
BIW-690
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-690
CSW-690 FNW-690
DBW-690
INW-690
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-690 VDW-690 ARW-690 CNW-690 DUW-690
FRW-690
GEW-690
HSW-690 ITW-690 JPW-690
KOW-690
POW-690
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 385-24
Filed 07/25/2007
Page 16 of 64
VTO2 3335
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 defined herein
have
or the
A. September confirmed
Capitalized
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
in the
of Reorganization
to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-
13035-PFIX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
the
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
ii
under and
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defmed
the Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned
Delivery
Jeffrey
M. and Jana
the Execution
R.
Benson
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer and
is
and Effective
Agreement
for to
Agreement
Warrants
Capital
to
Corporation
Certificate
as
the Implementation attached
also
Agent
elects the
the other Issuers
and
Plan
unless an executed issued
in
Election
Agreement
the
hereby
all
have
all
of
their
Book
Entry
form.
Finally
Execution
Agreement
accepts
terms
of the Section
5.9
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessaiy
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
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
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 PEAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND IMPLEMENTATION AGREEMENT 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 Ajcepted and
Agreed
Issuer
Acceptance
VISITALK
and
as
CAPIL
TON
as
an
issuer
By
Its
Date
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the ___________ title and
all
in
full
force
and
effect.
further
certi
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
ftirther certify that
cnd
is
now
the.
name
officers set forth
title
are
the
herein
or any
one of them
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms of the Execution
Warrant
and and
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
Effective 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 385-24
Filed 07/25/2007
Page 17 of 64
VTO2 3336
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
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006
later
and such agreement
than
been
Corporation as the agent
of the Issuers no
June
25
2006.
Claim Holder
Jeffrey P.O.
M. and Jana
R.
Benson
Box 83382
Phoenix
AZ
85071
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-343 BIW-343
5.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
1250 1250 1250 250 1250 1250 1250 1250 1250
1.250
BUW-343
CSW-343 FNW-343
DBW-343
INW-343
VT VT VT
International
Corp.
Marketing Video Arabic
Services
Inc. Inc.
Inc.
Services Services
VT
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.
MKW-343 VDW-343 ARW-343 CNW-343 DUW-343
FRW-343 GEW-343 HSW-343 ITW-343 JPW-343
1250 1250 1250 1250 1250 1250 1250 1250
VT
VT
Korean
Services
Inc. Inc.
KOW-343
POW-343
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 385-24
Filed 07/25/2007
Page 18 of 64
VTO2 3337
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite
AGREEMENT
14647 Phoenix
30
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein
Warrant have the
in
A. September confirmed
Capitalized
172004 the Plan
by
the
Agreement
Court
for
or
the
same meaning as defined in the warrant agreement Second Joint Plan of Reorganization dated June of Arizona
represents
related that to
effective
United
States Inc.
Bankruptcy
the
District
Case No.
00-1 303 and had
222004 5-PHX-RTB
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
The Undersigned
5.9
they have
received and have
reviewed
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
the Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Jerome
H. Lyons hereby
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer
and
Effective
the Execution
for
Agreement
Issuers Plan
to
Capital
Corporation
to
and as the
is
Implementation
also
Agent
elects to
the other
all
and
unless an issued
executed
in
Election Entry
Certificate
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 undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been
executed
by an
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
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 U1IDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION AND REVIEWED 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND VISITALK CAPITAL CORPORATION RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CO
gen
as
an
Issuer
Implementatio
the other
Issuers
Dat
Ses aI
re
rd
ho
rs
should
sign
By
Its
Michael
President
S.
Williams
2006
Date
//
2006
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
is
___________________
entity
of company trust partnership and organized existing under and by
name
or other
virtue
form of entity of_________ state
of the laws
type
is
and
its
tax
ID number
________________________________ tax ID or SS federal
further
certify that
and
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
the _____________________________ title
and/or
the ______________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
and
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_____________________________
now
is
name
the
___________________________
title
and ___________________________is
now
the
____________________________
title
name
officers set forth
further carry
certify
that
the
herein
or
any one of them
and
are
duly
authorized
by the Entity and
to
execute
further
and
that
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
been duly
and validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifying officer
Must
not be
signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 19 of 64
VTO2 3338
CLAIM HOLDER SCHEDULE
The Plan Warrants
proper
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
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
Jerome 7855
H.
Lyons
East
Boulevard
North Bergen NJ 07047
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-522
BIW-522
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-522
CSW-522 FNW-522
DBW-522
INW-522
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc.
MKW-522 VDW-522 ARW-522 CNW-522 DUW-522
FRW-522
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
GEW-522
HSW-522 ITW-522 JPW-522
KOW-522
POW-522
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Wanant
one
Wanant
one
Wanant
Wanant.
Case 2:02-cv-02405-HRH
Document 385-24
Filed 07/25/2007
Page 20 of 64
VTO2 3339
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
have
the in
A. September confirmed
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case
No.
00-1 3035-PI-I1X-RTB and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
and
the
The Undersigned
Section
5.9
they have
received and have
Agreement
the
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms
restrictions
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan
of the
Waants
Such
to
various Warrants
claimants
are
categorized
in
under and
the Plan
in
such
claimants with
meet the terms of Section
the
5.9
Plan.
Plan
defined
the Plan
governed
accordance
Plan
Warrant
Agreement.
C.
The
Undersigned
Delivery
Jerris
and
Mariellen
M. Leonard Agreement
Warrants
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and Effective
Agreement
for to
the Execution and
Plan
5.9
Visitalk
Capital
to
an
and
as
the Implementation attached
also
Agent
elects
the other Issuers have
all
unless an executed issued
in
Election
Agreement
hereby
all
of
their
Book
Entry
form.
Finally
the Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan 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.
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 TH
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 3,795.7 kB |
| Pages: | 64 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,636 Words, 65,538 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-24.pdf |
| Download Other Notice - District Court of Arizona ( 3,795.7 kB) |
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