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 have
the
in
A. September confirmed
Capitalized
17
2004 the Plan Warrant
States hic. the the
Agreement
Court
for
or
the
same meaning as defined in the warrant Second Joint Plan of Reorganization
of Arizona represents
related that to
agreement dated June
effective
22 2004
the
by the United
Bankruptcy
the
District
Case No.
00-
13035-PIreviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
arid
Agreement
Implementation
Agreement
had
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 the
under and
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such Plan Warrants
defined
Plan
governed
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Fernando
Patricia
Pulido
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer
is
and
as
Agreement
for
the Execution and
Agreement
issued
in
Visitalk
Capital
to
Corporation
Certificate
an
and
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an 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 undersigned
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of
the
and
if
necessary and
in
Execution person
is
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 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
LDER
VISITALK
and
as
CAP
tion
RPORATON
Agent
for
as
an
Issuer
Em
the other
Issuers
hoTaeishou1d Date
sign
ByiichaeI
Its
Williams
_________
President
Date
_________
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership
or other
virtue
form
of entity of the
State
is
___________________
entity
organized
and existing under
and by
of the laws
of
and
its
tax
type ID number
state
is
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
____________________________
title
that
and
____________________________is
now
the
_____________________________
title and
that
name
officers set forth
further
certify
the
herein
carry
out the terms
of the Execution
Warrant
any one of them are duly authorized by the Entity to execute Acceptance and Effective Delivery Agreement and certify further
or Delivery obligation
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and 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 385-23
Filed 07/25/2007
Page 1 of 72
VTO2 3248
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 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
Patricia Pulido
Fernando 2841
E.
Cobre
Drive
Phoenix
AZ
85028
Plan Allowed Plan Class
Claim
35000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-582
BIW-582
7000
1.750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-582
CSW-582 FNW-582
1750 1750 1750 1750
1.750
DBW-582
INW-582
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 VT VT VT
Italian
MKW-582 VDW-582 ARW-582 CNW-582 DUW-582
FRW-582
1750 1750 1750
1.750
1750 1750 1750 1750 1750
1.750 1.750
GEW-582
HSW-582 ITW-582 JPW-582
Services
Inc. Inc.
Japanese Korean
Services
Services
Inc. Inc.
KOW-582
POW-582
Portuguese
Services
1750
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 385-23
Filed 07/25/2007
Page 2 of 72
VTO2 3249
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have
or
A. September confirmed
Capitalized
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004 the Plan Warrant
States hic.
Agreement
Court
Second
Joint
of Reorganization
to
22 2004
the
by the United of
visitalk.corn
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-13035-PHIX-RTB
and had reviewed
the
Plan
to
Plan
Warrant
Visitalk. Plan
the
The Undersigned
Section of
5.9
they have
received and have
Agreement
the
the
implementation documents.
Agreement
the opportunity
ask questions regarding
terms and
restrictions
these
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
in the
under and
the Plan
in
such
claimants with
meet
the
teims of Section
5.9
Such
Plan
defined
Plan
governed
accordance
Plan Warrant
Agreement.
C. Delivery
The
Undersigned
Frank H. Bramson Agreement
and
Plan the other Issuers
all
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
an Issuer and
and
as
Effective
Agreement
the Execution
for
Visitalk
Capital
Corporation
to
the
is
Implementation
also
Agent
elects to
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
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH iTS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
rflhJ3\
Signatures
all record holders should 2006
sign
Date
__________
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certif
that
Entity name
of
company
and
trust partnership and
or other
virtue
form
of entity of the
State
is
___________________
entity
organized
existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ________________ title and
all
in
full
force
and
effect.
further
certi
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any certif
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
further
nd name
officers set forth
is
now
the title
certif
that
the
herein
or
any
one of them
and
are
duly
authorized
by the Entity
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
and certif
the Execution
Warrant
Acceptance
legal
Effective
Agreement
of the
Entity.
validly executed
on behalf
of the Entity and
constitutes
and binding
Dated
this
______
day of
200_. Signature of certifing
officer
Must
not
be signed
by officer
authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 3 of 72
VTO2 32 50
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
such
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
agreement
been
of the Issuers no
June
25
2006.
Claim Frank 525
Holder
H.
Bramson
Old Green
IL
Bay Boad
Glencoe
60022
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capita
Corporation
VCW-352
BIW-3 52
5000 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
BUW-352
CSW-352
Systems
Inc.
FNW-3 52 DBW-352
INW-352
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-352 VDW-3 52 ARW-352 CNW-352 DUW-3 52
FRW-3
52 52 52
GEW-3 HSW-3
ITW-352 JPW-3 52
1250 1250 1250
KOW-3
52
POW-352
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 385-23
Filed 07/25/2007
Page 4 of 72
VT023251
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have
or the in
A. September confu-med
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
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-PHX-RTB
reviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
Agreement
the Section
restrictions
Implementation documents.
Agreement
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 Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
in
under and
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defined
the Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Frank M. Topinka Agreement
and
Plan the other Issuers
all
hereby
to
tenders
this
Execution Warrant Corporation
to as
Acceptance
Issuer and
and Effective
as
the Execution
for
Visitalk
Capital
an
the
is
Implementation
also
Agent
elects to
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
of
their 5.9
Warrants
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
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 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
CANT
Signatures
record
holders
should
sign
Date
pr ii
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certiQv
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
certiQt
are
frilly
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any certif
written
instruments
necessary
or
proper
to
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
fUrther certify that
and
is
now
the title
name
officers set forth
the
herein
or any
one of them
and
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
and
validly
executed
on behalf
and
constitutes
Dated
this
______
day
of
200_.
_____________________________________________
Signature of
certifying officer
Must
not be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 5 of 72
VTO2 32 52
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
Warrants
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 Frank
Holder M. Topinka Farm Rd.
177 Forsythe Northbridge
MA
01534
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-666
BIW-666
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-666
CSW-666 FNW-666
Inc.
Systems
DBW-666
INW-666
VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
Inc.
VT VT VT VT VT
VT VT VT
Services Services
Inc. Inc. Inc. Inc.
MKW-666 VDW-666 ARW-666 CNW-666 DUW-666
FRW-666
German Services
Hispanos
Italian
GEW-666
HSW-666 ITW-666 JPW-666
Services
Inc.
Services
Japanese Services Korean Services
Inc.
Inc. Inc.
KOW-666
POW-666
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 385-23
Filed 07/25/2007
Page 6 of 72
VTO2 32 53
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. September confirmed
Capitalized
have
the
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
or in
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
Case
No.
00-I
3035-PHX-RTB
reviewed
the the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
and
the
The Undersigned
Section
5.9
that
they have
received and have
and had
Plan Warrant
to
Agreement
the
the
Implementation documents.
Agreement
opportunity
ask questions regarding
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 the
under and
the Plan
such
claimants
meet
terms of Section Warrant
5.9
Such Plan Warrants
defined
Plan
governed
in
accordance
with the Plan
Agreement.
C.
The Undersigned Acceptance
as
Fred Edward
Effective
as
Wickman
Family Trust 12/16/86 the Execution
for
all
hereby
tenders
to
this
Execution
Capital Election Entry form.
to
Warrant
and
Delivery
Agreement
Agreement
and
Plan Warrants
Visitalk
Corporation
Certificate
an
Issuer and
is
the Implementation
also
Agent
to
the other Issuers of
their 5.9
unless an executed issued
in
Agreement
the Execution
attached
hereby
all
elects
have
the
Book
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly authorized
has
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
been duly
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
such
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
to the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue
as
set
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.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
as
an
Issuer
ImpI
Signatures
all
Date
./
L/
record
holders
should
sign
Its
2006
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certifi
that/2F
name
of organized and
JI cJc11iiI
company
trust partnership or other
virtue
7Lt5
form of entity of the
State
Entity
of_________ state
is
124
entity
existing under
and by
of the laws
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
in full
force
and
effect.
further
certif
124
AJ
title
IZ..
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver certif
any
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_________________________________
now
is
name
the
___________
_______
title
________
and
________________
_____
is
now
the
_____________________ title
name
officers set forth
further
certif
that
the
herein
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
been
and validly executed
on behalf
constitutes
Dated
this
day of
200k
Signature of certifing be signed
officer
Must
not
by officer authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 7 of 72
VTO2 32 54
CLAIM HOLDER SCHEDULE
below
The
Plan
Warrants
specified executed
are only
valid
if
the specific
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
later
such agreement June
been
of the Issuers no
25
2006.
Claim
Holder
Family Trust
Trustee 12/16/86
Fred Edward Wickman Fred Edward Wickman
P.O.
Box 610 FL 33041
Key West
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-699
BIW-699
5000
1.250 1.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-699
CSW-699 FNW-699
1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
1.250
DBW-699
INW-699
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-699 VDW-699 ARW-699 CNW-699 DUW-699
FRW-699
GEW-699
HSW-699 ITW-699 JPW-699
1250 1250 1250
KOW-699
POW-699
Warrant
and one
Unit
consists
of
consist
of one
Waimnt
one
Wanant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 8 of 72
VTO2 32 55
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk
AGREEMENT
Capital
S.
Corporation St. Suite 130
14647
50th
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A.
Capitalized
have or
the in
same meaning
the
as
defmed
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
222004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No. OO-13035-PH1X-RTB
received and have and had reviewed
the
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Plan Warrant
to
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the
of
categorized
in the
under and
the Plan
in
such
claimants with
meet
the
terms of Section
5.9
p.
the Plan.
to
various Warrants
claimants
are
Such
Plan
defined
Plan
governed
accordance
Plan Warrant
Agreement.
C. and
The
Effective
Undersigned
Delivery
Fry Living
Trust Dated
12/8/1
989
hereby
to
tenders
this
Execution
Corporation
Warrant
as
Acceptance and
as
Agreement
for to
the Execution
Issuers
their
Agreement
unless an Warrants
Visitalk
Capital
to
an
Issuer
is
the Implementation attached
also
Agent
elects
all
the other
and
Plan
executed issued
in
Election
Certificate
Agreement
the
hereby
have
all
of
Book
Entry
form.
Finally
Execution
Agreement
accepts
the terms of
the
Section
5.9
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary by an
action
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
been
executed
authorized
officer
or representative Execution
Undersigned
is
such
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION 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
Ti ________________
Signatures all record holders shoufd
CLAIM HOLDER
VISITALK
and
as
CAPITAL
tation
CORPORATON
ent
as
an
Issuer
Implem
the other Issuers
________________
By
Its
sign
Michael President
S.
Williams
Date
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity ___ name
of
is
Trust
entity
company
and
trust partnership and
or other
virtue
form of entity
of the
State
organized
existing under
by
of the laws
of________
state
and charter P-P_y
type
is
and
its
tax
1D number
__________________________________ federal tax
that
36
92 0913
certify
and
it
is
currently
in
good
standing
its
ID or SS
the _____________________________ title
in full
force
and
effect.
further
Fry fiving
and
further
Trusk
all
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
deliver any
certifz
and
written
instruments
necessary
or
proper
the authority hereby
conferred.
that
toMi_
is
the
____________
title
certifi that
and
tPJ4
name
herein
or
now
the
1T
name
title by the Entity and
to certify
now
is
further
the
officers
set
forth
any
one of them
are
duly
authorized
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Delivery has been
Agreement
duly and
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
validly executed
on behalf
constitutes
Entityp
Js
of
certifzing officer
Dated
this
17
ttUay
of
4c4
200_.6 Signature
Must
not be
T-7
of certifing
signed
by officer authorized
to
act
Title
officer
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 9 of 72
VTO2 32 56
CLAIM HOLDER SCHEDULE
The Plan
proper
Warrants
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
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
and such
than
agreement
been
of the Issuers
June
25
2006.
Claim Holder
Fry Living Trust Donald 3729
E.
Dated
12/8/1989
Fry Trustee
Hill
Ocean
Way
Malibu
CA
90265-5639
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc.
VCW-422
BIW-422
4000 1000 1000 1000 1000 1000 1000 1000 1000
1.000
VT
Billing
Services
VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-422
CSW-422 FNW-422
DBW-422
INW-422
VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services
Inc.
MKW-422 VDW-422 ARW-422 CNW-422 DUW-422
FRW-422
1000 1000 1000 1000 1000
.1000...
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.
GEW-422
HSW-422
ITW-.422
JPW-422
1000 1000 1000
KOW-422
POW-422
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 385-23
Filed 07/25/2007
Page 10 of 72
VTO2 32 57
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
the
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
September 17
confirmed
2004
Agreement
Court
for
or in
Second
Joint
Plan of Reorganization
related that to
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation documents.
Agreement
the opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required
if such
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
categorized
in
under and
the Plan
in
claimants with
meet the terms of Section
the Plan Warrant
5.9
Such
Plan
Wanants
are
defined
the Plan
governed
accordance
Agreement.
C. Effective
The
Undersigned
Gamma
--
V-T
Investors
LP
hereby
to
tenders
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
is
and
as
Delivery
Agreement
for
the Execution and
Agreement
issued
in
Visitalk
Capital
to
an
and
the
Implementation
also
hereby
all
elects
Agent to have
the other Issuers
all
unless an executed
Election Entry
Agreement
the
attached
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
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
LjO
Issuer
Acceptance
CLAIM HOLDER
Yi-1441-
1LI7
holders
VISITALK
CAPIT
j1
Si
atures all
recrd
should
sign
DateC.
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Ai1
name
of
jt
trust partners and
ip
Lf
of entity
of the
State
EntiW
of_________ state
company
and
or other fdrm
is
ij1
entity
organized
existing under
by
virtue
of the laws
type
is
and
its
tax
ID number
23
further
3OL7
federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the
11. and/or the 41i title and written
in full
force
and
effect.
certify
L1e4ar 1JI vr
title and
further
are
fully to
authorized effectuate
and
empowered
to
make
execute
deliver any
certify
insuets
necessary
or
proper
the authority hereby
conferred.
that
/4L..
ri
now
is
the
ns4 Astr\l
title
certify that
and
A\c
herein or
J/Afl name
any one of them
and
are
cj
4tltle
to
further
the
officers
set
forth
duly
authorized
by the Entity and
execute
further
and
that
carry
out the terms of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
duly and
certify
the Execution of the Entity
Warrant
and
Acceptance
legal
Effective
Agreement
of the
be
validly executed
on behalf
constitutes
and binding
ity.
Dated
this
_____
day of
41
200.
Signature of
certifying officer
Must
not
be
L/
ned
officer
by officer authorized
to
act
fJc
Lt1
Title
of
certifying
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 11 of 72
VTO2 32 58
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June 25 2006.
Claim Holder
Gamma
555
--
V-T
Investors
LP
Christopher
Nuneviller
CAO
111
Croton Road Suite
King of Prussia
PA
19406
Plan Allowed Plan Class
Claim
$1725000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-426
BIW-426
345000 86250 86250 86250 86250 86250 86250 86250 86250 86250 86250
86.250 86.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-426
CSW-426 FNW-426
DBW-426
INW-426
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-426 VDW-426 ARW-426 CNW-426 DUW-426
FRW-426
GEW-426
HSW-426 ITW-426 JPW-426
86250 86250 86250 86250 86250 86250
KOW-426
POW-426
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 385-23
Filed 07/25/2007
Page 12 of 72
VTO2 32 59
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have
or the in
A.
Capitalized
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
September 172004 the Plan Warrant
confirmed by the United
States
Agreement
Court
for
Second
Joint
of Reorganization
to
Bankruptcy
the
District
of Arizona represents
related that
Case
No.
00-1303 and had
222004 5-PHX-RTB
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
reviewed
Plan Warrant
to
Agreement
the
the
Implementation documents.
Agreement
the opportunity
ask questions regarding
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
in
under and
Plan
such
claimants
vvith
meet
the
terms of Section Warrant
5.9
Such
Plan
defined
the Plan
governed
in
accordance
Plan
Agreement.
C.
The Undersigned and
Effective
Gary and
Delivery
Helaine Wasserman
JTWROS
and
Plan
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
Agreement Agent
elects for to
the Execution
Agreement
Warrants
Capital
to
an
and as the Implementation
is
the other Issuers
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
all
of
their 5.9
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
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 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
JON
as
an
Issuer
1mph
Sigturs
Date
all
Its
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
form
of entity
is
__________________
entity
organized
and existing under
by virtue of the laws
of the
State
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
in full
force
and
effect.
further
certify
________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver
any and
that
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
_______________________________
now
is
name
the title
further certify that
and
is
nOW
the title
name
officers set forth
the
herein
or
any one of them
and
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on behalf
constitutes
Dated
this
______
day of
200_. Signature of
certifying officer
Must
not be
signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 13 of 72
VTO2 3260
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 Gary 781
Holder
and
Helaine
Wasserman JTWROS
Hyslip Ave
Westfield
NJ 07090
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-689
BIW-689
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-689
CSW-689 FNW-689
Inc.
Systems
DBW-689
INW-689
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-689 VDW-689 ARW-689 CNW-689 DUW-689
FRW-689
GEW-689
HSW-689 ITW-689 JPW-689
KOW-689
POW-689
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 385-23
Filed 07/25/2007
Page 14 of 72
VT02326
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein 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
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-PHIX-RTB
received and have and had reviewed
the
Plan
to
Eifl
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Agreement
the
Implementation documents.
Agreement
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 Warrants
claimants
are
categorized
in
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defmed
the Plan
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Gary
L.
Schaer
hereby
to
tenders
Visitalk
this
Execution
Warrant
Acceptance
as
and Effective and
as
the Execution
for
Agreement
and
Plan Warrants
Capital
Corporation
to
an
Issuer
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
of
their 5.9
Book
form.
Finally
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This
part or
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
Execution person
is
Agreement
legal
its
has
been
executed
by
an
authorized
representative
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
along 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
with
check
certificate
issue fee as
forth
therein.
REPRESENTS THAT THEY HAVE RECEIVED BY EXECUTION BELOW THE UNDERSIGNED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE 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 HOLD
VISITALK
and
as
CAPITAL
Implem
Sfgnatures
jail
record
holders
should
sign Date
Date 47/1171
2006
CERTIFICATE OF AUTHORIZATION
to be
completed
if
the Plan
Warrants
are
being
accepted
by an
Entity Entity
hereby
certify
that
name
is
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
____________________
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
flill
force
and
effect.
further
certify
are
filly 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
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
Agreement
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
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 385-23
Filed 07/25/2007
Page 15 of 72
VTO2 3262
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee
has executed
an Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006 no
later
such agreement June 25 2006.
been
Corporation as the agent
of the Issuers
Claim Holder
Gary L. Schaer
168
Eugenie
IL
St
Chicago
60614
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-623
BIW-623
4.000
VT
Billing
Services
1000 1000
1.000 1.000
VT
Business Products
BUW-623
CSW-623 FNW-623
VT Consumer Services VT Financial Services VT VT VT VT VT VT VT
International Corp.
Dynamic Biometric Systems
DBW-623
INW-623
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-623 VDW-623 ARW-623 CNW-623 DUW-623
FRW-623 GEW-623 HSW-623 ITW-623 JPW-623
VT German VT Hispanos
Services Services
VT
VT VT VT
Italian
Services
Inc. Inc. Inc. Inc.
Japanese Services Korean Services
KOW-623
POW-623
Portuguese
Services
Warrai-t 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 385-23
Filed 07/25/2007
Page 16 of 72
VTO2 3263
Dear
Sir
or
Madam
terms unless defined herein have
the Plan Warrant
States the or in
A. September confirmed the Plan
to
Capitalized
17.
2004
the
Agreement
Court
same meaning as defined in the warrant agreement Plan of Reorganization dated June the Second Joint
of Arizona
represents related to
effective
22 2004
by
United
Bankruptcy
for the
District
Case
No.
00-13035-PHX-RTB
and had reviewed
the the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section of
5.9
that
they have
received and have
Warrant Agreement
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
these
B.
Each
Issuer
is
required under
if
the
Plan
to issue the
certain
warrants
the of
Plan Warrants
the Plan.
to
various
claimants
are
categorized under
lii
the Plan
lii
such
clarniants
meet
terms of Section Warrant
5.9
Such Plan Warrants
defined
the
Plan and
governed
accordance
with the Plan
Agreement.
C. Delivery
The Undersigned Agreement
Geoffrey Smith hereby
tenders
to
this
Execution Warrant
Corporation
to
Acceptance as an
and Effective
as the
is
the Execution
for
Agreement
and
Plan
Visitalk
Capital
Issuer and
Implementation
also
Agent
elects to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the
attached
hereby
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
all the
terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
and
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized
or representative Execution
of the Undersigned
is
and such
in
officer
or representative
of the Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
certificates
is
desired
please
sign
and
return
BOTH
this
Execution Agreement
and
return the Election to Certificate with check
for the
certificate
Agreement
set
attached forth
to the
Plan
Warrant Agreement
as Exhibit
along
issue fee as
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 ANT 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
CLAII HOLDER
VISITALK
and as
CAP
tation
ORPORATON
Agent for
the
as an
Issuer
other Issuers
atur4li
holders
shoiild
sign
Its
Michael
President
Williams
Date2/
3006
Date
__________
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the
Plan
Warrants
are being
accepted
by an
Entity
hereby
certify
that
Entity
name
of
company
trust partnership and
or other
virtue
form of entity
of
the State
is
___________________
entity
organized
and existing under
by
of the laws
of
_________
state
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
the
to
make
execute
and deliver any and
further
certify that
all
written instruments
necessary
or
proper
authority hereby
conferred.
_____________________________
now
is
name
the
_____________________
title
certify that
and
____________________isnowthe
_____________________
title
name
officers set forth
further
the
herein
carry out the terms of the Execution the Execution of the Entity
Warrant
any one of them are duly authorized by the Entity to execute and Acceptance and Effective Delivery Agreement and certify further that
or Delivery obligation
Warrant and
Acceptance
legal
and Effective and binding 200
Agreement
of the
Entity.
has been
duly
and validly executed
on
behalf
constitutes
Iitd
this
-bv nf
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 17 of 72
VTO2 3264
me
Ylaii
Warrants
specitleci
below
an
to
are only
valid
it
me
specitic
nameu claim
and Effective
has
i-bluer
nameu nerern
Agreement by Visitalk
or
proper assignee
has executed
Execution June
Warrant
Acceptance
Delivery received
Execution
Corporation
Agreement
as the agent
prior
15 2006 and such agreement
later
been
Capital
of the Issuers no
than
June 25 2006.
Claim Holder
Geoffrey Smith
P.O.
Box 4013
Kodiak
AK
99615
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-712
BIW-712
2000
500 500 500 500 500
VT
VT
Billing Services Business
Products Services Services
BUW-712
CSW-712 FNW-71
VT VT VT VT VT VT VT VT VT VT VT VT VT VT
VT
Consumer
Financial
Dynamic
Biometric
Systems
DBW-712
INW-7
12
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
MKW-7 12
VDW-712 ARW-712 CNW-712 DUW-712
FRW-712 GEW-712 HSW-712 ITW-712 JPW-7
12
500 500
Services
Arabic Services Chinese Dutch French Services
Inc.
500
Services
Services
Inc. Inc. Inc. Inc.
QQ
500 500 500 500 500 500 500
German Services
Hispanos
Italian
Services
Inc.
Services
Japanese Services Korean Services
Inc.
Inc. Inc.
KOW-712
POW-712
Portuguese
Services
Warrant Warrant
Unit
consists Warrant.
of consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
and one
Case 2:02-cv-02405-HRH
Document 385-23
Filed 07/25/2007
Page 18 of 72
VTO2 3265
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herem have the Plan Warrant
States
A. September confirmed
Capitalized
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
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed the
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
Agreement
Implementation
Agreement
the opportunity
ask
questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various Warrants
claimants
are
categorized
in
under and
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan
defined
the Plan
governed
accordance
with the Plan Warrant
Agreement.
C. Delivery
The
Undersigned
Gerald Golden hereby
tenders
to
this
Executinn Warrant
Corporation
to
Acceptance
as
and and
Effective
as
Agreement
the Execution
for
Agreement
Issuers Plan
Visitalk
Capital
an
Issuer
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
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
is
if
necessary
Execution person
is
Agreement
legal
its
has
been duly executed
by
an
authorized
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant 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
Issuer
Acceptance
CLAIM HOLD
VISITALK
and
as
CAPITAL
Implem
Signathre
al feco
hol
rs
should
sign
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 form
virtue
of entity of the
State
is
____________________
entity
organized
existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
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
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
been duly and
validly
executed
on behalf
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 385-23
Filed 07/25/2007
Page 19 of 72
VTO2 3266
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
such
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006
later
agreement
been
Corporation as the agent
of the Issuers no
June
25
2006.
Claim
Holder
Gerald Golden
11
Longview
Ct.
Old Tappan NJ 07675
Plan Allowed Plan Class
Claim
200000.00
-.
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-434
BIW-434
40000 10000 10000 10000 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-434
CSW-434 FNW-434
DBW-434
INW-434
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-434 VDW-434 ARW-434 CNW-434 DUW-434
FRW-434
10000 10000 10000 10000 10000 10000 10000 10000 10000
GEW-434
HSW-434 ITW-434 JPW-434
KOW-434
POW-434
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 385-23
Filed 07/25/2007
Page 20 of 72
VTO2 3267
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have
the or in
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-
13035-PHX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
and
The Undersigned
5.9
that
they have
received and have
and had
Agreement
the Section
restrictions
Implementation
Agreement
opportunity
ask questions regarding
the terms
of these documents.
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
such
claimants with
meet
the
terms of Section
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Glenn
Patricia
Perkal
hereby
tenders
to
this
Execution Warrant
Corporation
Certificate
Acceptance
as
and
as
Agreement
for
the Execution and
Agreement
issued
Visitalk
Capital
to
an
Issuer and
is
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
in
Election Entry
Agreement
the Execution
attached
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly authorized
has
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
been
duly
executed
by
an
authorized
or representative Execution
Undersigned
enforceable
and 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
therein.
this
Execution Agreement
and
also sign
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 COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
ion
TON
Ag
for the
as
an
Issuer
4Q_Signatures
%SL
record
2..
Impleme
other
Issuers
____________________
should
all
holders
sign
By
Its
MichapfS. Williams
President
Date
2006
Date
Æ2
//Z
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certifi
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
______________
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 4,312.4 kB |
| Pages: | 72 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,712 Words, 65,538 Characters |
| Page Size: | 610 x 1019 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-23.pdf |
| Download Other Notice - District Court of Arizona ( 4,312.4 kB) |
Preview Other Notice - District Court of Arizona
Popular Searches
United States Free Forms
Canada Free Forms
United Kingdom Free Forms
Australia Free Forms