EXECUTION WARRANT
Visitalk
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Capital Corporation
S.
14647
50th
St. 85044
Suite
130
Phoenix
AZ
or
Dear
Sir
Madam
terms the unless defined Warrant Bankruptcy herein have
or the the
A.
Capitalized
same
meaning
Joint
as
defmed
in
the
warrant
agreement dated June
effective
September17
confirmed the by
2004
the
Plan
States
Agreemenf
Court
for
in the
Second
Plan of Reorganization
related that to
222004
the
United
District
of Arizona
represents
Case
No.
00-13035-PHX-RTB
and had reviewed
the
Plan
questions
of visitalk.com
Inc. the
Visitalk.
Plan
the
The
Undersigned
5.9 these
they have
received and have
Plan Warrant
to
Agreement
regarding
Section of
Implementation documents.
Agreement
opportunity
ask
the terms and
restrictions
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
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such
Plan Warrants
defined
Plan and
governed
accordance
Plan Warrant
Agreement
and
as
C. Delivery
The
Undersigned
Christopher
J.
Webb.
hereby
to Visitalk
tenders
this
Execution Corporation
Warrant
as
Acceptance and
Effective
Agreement Agent
to
the Execution
for the all
Agreement
Issuers Plan
Capital
an Issuer
the
is
Implementation
also
other of
their 5.9
and
unless an executed issued
in
Election Entry
to
Certificate
Agreement
the
attached
hereby
all
elects the
have of
the
Warrants
Book
form.
Finally
Execution
Agreement
accepts
tenns
Section
Implementation
Agreement
D. on
the
This undersigned
part
represents
that if
the
Execution
this
Agreement
has been
duly
authorized
by
all
necessary by an
action
of
the
Undersigned
and
necessary and
in
Execution person
is
Agreement
legal
its
has
been
duly executed of
authorized
officer
or
representative
of the Undersigned
is
such
officer
or
representative
the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E. Execution
If
physical
delivery
of the Plan sign
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Agreement and Agreement
also
and
the
Election for the
to
Certificate
Agreement
fee as set
attached
therein.
the Plan
Warrant
as Exhibit
along
check
certificate
issue
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
AND EACH
ISSUER
IS
REPRESENTATIONS
Claim Holder
DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION RELYING UPON THE ACCURACY AND COMPLETENESS OF THE CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
and Agreed
Issuer
Acce
Acce CAPI
p1
CJ4IM
HOLDER
VISIT
and as
CORPORATION
tion gent
fnr the
as
an
Issuer
other
Issuers
OA
aturq
al
rd holders 2006
should
sign
B1/Michael
President
S.
Williams
Date
tj/J4/1J
Date
II
2006
CiwJ
aTbffiW
2.-
TWfSP
to
be completed
CERTIFICATE
if the
OF AUTHORIZATION
are
Plan Warrants
being
accepted
by
an
Entj
hereby
certify
that
name
is
of
company
and
existing
trust
partnership and by
or other
virtue
form
of entity of the
State
__________________ entity type
its
organized
under
of the laws
of state
and
tax
ID number
is
____________________________ federal tax ID or SS
further certify that
and
it
is
currently
in
good
standing
and
its
charter
in
full
force
and
effect.
the
___________________and/or
title and
further deliver certify
the
_______________
title necessary or
are
fUlly to
authorized
effectuate
and the
empowered
authority
to
make
execute
any
and
all
written
instruments
proper
hereby
conferred.
that
now
is
name
the
______________________
title
certify the that
and
______________________is
now
the
_______________________
title execute
further
name
officers set forth
further
the
herein
or any
one
of
them
are duly
authorized
by
the
Entity
to
and
that
cany
the
out
tenns
of the Execution Acceptance
legal
Warrant and and
Acceptance Delivery
and
Effective
Delivery has been
Agreement
duly and
and
certify
Execution
the Entity
Warrant and
Effective binding
Agreement
the Entity.
validly
executed
on
behalf
of
constitutes
obligation of
Datedthis...................dayof
.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 385-22
Filed 07/25/2007
Page 1 of 64
VT0231 84
CwM HOLDER
The
Plan Warrants assignee specified has executed
SCHEDULE
below
an
to
are only
valid
if the
specific
named
and
Claim
Holder
named
herein
or
proper
Execution June
Warrant and
Acceptance such agreement
Effective has been
Delivery received
Agreement
by Visitalk Capital
Execution
Corporation
Agreement
as the agent
prior of the
152006
no
later
issuers
than June
25
2006.
Claim Holder
Christooher 1453
J.
Webb
Avenue
10 128-2506
Lexington York.
New
Plan Plan
NY
Allowed Class
Claim
75000.00
Unit
Visitalk Capital Corporation
Warrant
Units
VCW-692
BIW-692
VT Billing Services Inc. VT Business Peoducts Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
LQ
15.000
BUW-692
CSW-692 FNW-692
Inc.
Systems
DBW-692
INW-692
VT VT VT VT VT VT VT
International
Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc.
Marketing Video Arabic Chinese Dutch French
Services Services Services Services Services
MKW-692 VDW-692 ARW-692 CNW-692 DUW-692
FRW-692
j.jQ
VT German Services Inc. VT Hispanos Inc. Services VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
GEW-692
HSW-692 ITW-692 JPW-692
jQ
.j1Q
KOW-692
POW-692
Warrant Warrant and
Unit one
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Wanant.
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 2 of 64
VT0231 85
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
222004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
1the
Agreement
the
the Section
restrictions
Implementation
Agreement
the opportunity
ask questions regarding
the terms and
of these documents.
B.
Each
Issuer the
is
required
if such
under
the Plan
to
issue the
certain
warrants
the
Plan_Wanant
Plan.
to
various claimants
are
categorized
in the
under and
Plan
in
claimants with
meet
the
terms of Section Warrant
5.9
of the
Such
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Cosse Revocable the Execution
Issuers Plan
Living
Trust
hereby
to
tenders
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
is
and
the
Agreement
for
Agreement
issued
Visitalk
Capital
to
an
and
as
Implementation
also
Agent
elects to
the other
all
and
unless an executed
in
Election Entry
Agreement
the
attached
hereby
all
have
of
their 5.9
Warrants
Book
form.
Finally
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
is
if
necessary and
in
Agreement
legal
its
has been
executed
by
an
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 also sign
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
COi
ATON
he
as
an
issuer
Implementaf
other
Issuers
____________
Signatures all record
/4/C
By
Its
holdrs should
sign
Michael SWilliams
President
/44
hereby
is
DateAfAiL7.3
2006
Date7/
2006
AO.
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
certify
that
OELEI/DC.ohL.
name
of
LII/s
partners1iip or
Entity
other
company
and
trust
form of entity
of the
State
___________________
entity
organized
existing under
and
by
virtue
of the laws
of
42
state and
its
type
is
and
its
tax
ID number
2.6
federal tax
that further certify
2.
ID or SS
the
and
it
is
currently
in
good
standing
charter
in
full
force
and
effect.
I2UtTL....
title and
further
and/or
the
1A1jL.
title necessary or
are
fully to
authorized effectuate
and empowered
to
make
execute
deliver
certify
any and
that
all
written instruments
proper
the authority hereby
conferred.
Xi4rI/E1Z..
CouE
now
is
the
1flE- -.
title
certify that
and
iE
name
herein or any one of
is
now
name the_________________
title
further
the
officers
set
forth
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
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
and validly executed
on behalf
constitutes
tity.
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 385-22
Filed 07/25/2007
Page 3 of 64
VT0231 86
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
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim
Holder
Living Trust
Cosse Revocable
P.O.
Box 3969 Sedona AZ 86340 Claim
West
Plan Allowed Plan Class
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-376
BIW-376
4000 1000
.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-376
CSW-376 FNW-376
.000
000
1000
1.000 1.000
DBW-376
INW-376
VT VT VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-376 VDW-376 ARW-376 CNW-376 DUW-376
FRW-376
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
VT
VT VT VT VT VT
German Services
Hispanos
Italian
GEW-376
HSW-376 ITW-376 JPW-376
Services
Inc.
Services
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-376
POW-376
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 385-22
Filed 07/25/2007
Page 4 of 64
VT0231 87
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan
States
A. September confirmed
Capitalized
have
the
or in
same meaning
the
as
defmed
Plan
in
the warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
related
Case No.
00-13035-PIand reviewed
the
the
Plan
of visitalk.com
hc.
the
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
Plan Warrant
to
Agreement
the Section
restrictions
Implementation
Agreement
had the opportunity
ask questions regarding
the terms and
of these documents.
B.
Each
Issuer the
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of
to
various
claimants
are
categorized
in the
under and
Plan
such
claimants with
meet the terms of Section
the
5.9
th
Plan.
Such
Plan Warrants
defined
Plan
governed
in
accordance
Plan Warrant
Agreement.
C.
The Undersigned
Delivery
Craig A. and
Nancy
B.
Copeland 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
all
the other Issuers
unless an executed issued
in
Election
Agreement
the
hereby
have
all
of
their
Book
Entry
form.
Finally
Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
been duly authorized by all necessary action has been duly executed an authorized Agreement by
has
legal
its
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
also sign
the
Election
for the
to Certificate
certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
aJong
check
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 UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim Holder Accepted
and
Agreed
Issuer
Acceptance
CLAIM
HOLE.
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Signatureall
record
olders
sh
uld
Dat2t2
sign
By
lts
Michael President
54/illiams Date 2006
2006
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
or
other
form of entity
of the
State
is
____________________
entity
organized
and existing under
and by
virtue
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
any
written
instruments
necessary
or
proper
the authority hereby
conferred.
certify
that
_______________________________
now
is
name
the
____________________________
title
and
____________________________is
now
the
_____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any
one
of
them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 5 of 64
VT0231 88
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 no
later
such agreement June 25 2006.
been
of the Issuers
Claim
Holder
Craig A. and Nancy B. Copeland 1050 Glen Oaks Blvd
Pasadena
CA
91105
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-374
BIW-374
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-374
CSW-374 FNW-374
DBW-374
INW-374
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
MKW-374 VDW-374 ARW-374 CNW-374 DUW-374
FRW-374
2500
2.500
GEW-374
HSW-374 ITW-374 JPW-374
2500
2.500
2500
2.500
KOW-374
POW-374
Portuguese
Services
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 385-22
Filed 07/25/2007
Page 6 of 64
VT0231 89
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A.
Capitalized
have
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
by the United
Bankruptcy
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 the
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
Plan
in
such
claimants with
meet the terms of Section
the Plan Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
Agreement.
C. Delivery
The Undersigned Agreement
Craig Schatten
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and Effective
and
as
the Execution
for
Agreement
Issuers Plan
Visitalk
Capital
Corporation
to
an
Issuer
the
is
Implementation
also
Agent
elects to
the other
all
and
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
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been
executed
authorized
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
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 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 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.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CAPITAL
Signatui all record holders shou1tgll Date 2006 ___________
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
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
and by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title andlor the ________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
by the Entity to execute Agreement and certify further and validly executed
on
and
that
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
been
duly
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 385-22
Filed 07/25/2007
Page 7 of 64
VT0231 90
CLAIM HOLDER
The Plan
proper
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Warrants
specified
below
are only
valid
if
the specific
or
assignee
has
executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June
15 2006
no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim Holder
Craig Schatten 401 Hackensack Ave.
Hackensack
NJ 07601
Plan Allowed Plan Class
Claim
7500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-625
BIW-625
1500
375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-625
CSW-625 FNW-625
DBW-625
INW-625
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-625 VDW-625 ARW-625 CNW-625 DUW-625
FRW-625
GEW-625
HSW-625 ITW-625 JPW-625
KOW-625
POW-625
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 385-22
Filed 07/25/2007
Page 8 of 64
VT023191
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital
S.
AGREEMENT
Corporation 130
14647
50th
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
defined Plan
ii
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-I 3035-P1-LX-RTB and had reviewed
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
the
the
Implementation documents.
Agreement
the opportunity
ask
questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
are
categorized
in the
under
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan Warrants
defmed
Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Daco
Investment
Company
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer
is
and
as
Agreement
for
the Execution
Issuers and Plan
Agreement
issued
in
Visitalk
Capital
to
Corporation
Certificate
an
and
the
Implementation
also
Agent
elects to
the other
all
unless an executed
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 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
IM HOLDER
1/A
Agreed
Issuer
Acceptance
VISITALK
and
as
By
Its
Date
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
hereby
certify
that
Tn
company
trust partnership and
being
accepted
by an Entity
Enti
or other
virtue
name
isa entity
of
form of entity
of the
State
organized
and existing under
by
of the laws
of_________ state
type
is federal tax
that
and
its
tax
ID number
and ID or SS
the
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
further
certify
________________________ title
and/or
the title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
and
al
written
proper
the authority hereby
conferred.
that
s-
L4i
instruments and
necessary
or
now
is
the
f21b8/v
title
certify that
and
-v
herein or any
ALt/
name
one of them
are
isnowthe______________
titl
duly authorized
name
further carry
the
officers
set
forth
by the Entity
to
execute
further
and
that
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
and validly executed
on behalf
constitutes
Dated
this
day
of
200.
Sigrature
oferttfficer
be
Must
not
srby
officer
officer
authorized
to
act
Title
of
certifying
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 9 of 64
VT0231 92
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
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder Daco Investment Company CIO Dan
702
E. Cracchiolo
Osborn
Phoenix.
AZ
85014
Plan Allowed Plan Class
Claim
100000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-381 BIW-381 BUW-381 CSW-381 FNW-381
Inc.
20000
5.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000
5.000
DBW-381 INW-381
VT VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch Services
Inc.
Services
Inc.
MKW-381 VDW-381 ARW-381 CNW-381 DUW-381
FRW-381 GEW-381 HSW-381 ITW-381 JPW-381
VT French Services Inc. VT German Services Inc.
VTHispanos
Services
Inc. Inc. Inc.
VT VT VT VT
Italian
Services
Japanese Services Korean Services
5000 5000
5.000
Inc. Inc.
KOW-381
POW-381
Portuguese
Services
Warrant
and
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 10 of 64
VT0231 93
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No. 00-1303
received and have and had
5-PHIX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Agreement
the
the
Implementation documents.
Agreement
the opportunity
ask
questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required under
if
the Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
in
such
claimants
meet the terms of Section
Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
with the Plan
Agreement.
C. Effective
The Undersigned
Delivery
David
Susan
Pulido
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
as
and
Agreement
for
the Execution and
Agreement
unless an issued
in
Visitalk
Corporation
Certificate
an
Issuer
is
and
as
the
Implementation
also
Agent
elects to
the other Issuers
all
executed
Election Entry
Agreement
the
attached
hereby
all
have
of
their 5.9
Plan
Warrants
Book
form.
Fthally
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
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached forth
the
Plan
Warrant Agreement
as Exhibit
check
certificate
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 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
CAPIT
as
an
Issuer
Imp
4464
Signature all record holders should
sign
Its
Date
2006
President
2006
CERTIFICATE OF AUTHORIZATION
to be competed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certif
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
and federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title
all
in
full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
any and
that
written
instruments
necessary
or
proper
the authority hereby
conferred.
certif
_______________________________
now
is
name
the
____________________________
title
that
and ____________________________is
now
the
_____________________________
title
name
officers set forth
further
certifj
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 certif further
or Delivery obligation
and
that
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 certifing
officer
Must
not
be signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 11 of 64
VT0231 94
CLAIM HOLDER
The Plan Warrants
proper
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
specified
below
are only
valid
if
the specific
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 agreement
than
been
of the Issuers
June
25
2006.
Claim Holder
David
17
Susan
Pulido
Fossen
Way
Andover
MA
01810
Plan Allowed Plan Class
Claim
300000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-5
81
60000 15000 15000 15000 15000 15000 15000 15000 15000 15000 15000
15.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc.
BIW-581 BUW-581 CSW-581 FNW-581
Inc.
VT
VT VT VT VT
Financial
Services
Inc.
Dynamic
Biometric Systems
Corp.
DBW-58
INW-581
International
Marketing Video
Services
Inc. Inc.
Inc.
Services
MKW-581 VDW-581
ARW-581 CNW-581
Arabic Services Chinese Services
VT
Inc.
VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.
DUW-581
FRW-581 GEW-581 HSW-581
ITW-581
15000 15000 15000
15.000
VT
VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
JPW-581
5000
15000 15000
KOW-581
POW-581
Portuguese
Services
Warrant
and
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 12 of 64
VT0231 95
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
in the
warrant agreement
dated
effective
September confirmed the
Plan to
17 by
2004
the
Plan
States
Warrant
Agreement
Court The
Section
in the
Second
Plan
of
Reorganization to
June
22 2004
United
Bankruptcy Visitalk. Plan
for the
District
of Arizona
represents
related they
Case
No.
00-13035-Pl-tX-RTB and reviewed
had the opportunity the
Plan
Warrant
of
viaitalk.com
Inc. the the
Undersigned
5.9
that
have
received
Agreement
regarding
the
Implementation documents.
Agreement
and have
ask
questions
terms and
restrictions
of
these
B. categorized in the Plan
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warranta Section
the
5.9
Plan Warrants
Plan.
to
various
claimants are defined
under
Plan
such
claimants
meet
the
terms
of
of the
Such
Plan
Warrants
and govemed
in accordance
with
Plan Warrant
Agreement
C.
The
Undersigned Execution
Issuers
Dale
Stastnv
hereby
to
tenders
this
Execution Corporation
to Certificate Finally the
Warrant
as
Acceptance
Issuer
and
the
Effective
Delivery
Agreement Agent
to
the
Agreement and
unless issued
Visitalk
Capital
an
and
is
as
Implementation
also
for the
all
other their 5.9
an
executed
Election Entry
form.
Agreement
attached
hereby
all
elects
have
the
of
Plan Warrants
in
Book
Execution Agreement
accepts
the
terms
of
Section
Implementation
Agreement
D.
This undersigned
the part or
represents
that if
the
Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on
of
the
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
has
been
executed of
by an
the
authorized
officer
representative
Undersigned
is
such
officer
or
representative
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan and
also sign
Warrant
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this
Execution
Agreement Agreement
and along
return the Election with check
for
to
Agreement
issue fee as set
attached
therein.
the Plan
Warrant
as
Exhihit
the
certificate
forth
BY EXECUTtON BELOW THE UNDERStGNED REPRESENTS THAT THEY HAVE RECEtVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTtON 5.9 tMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VTSITALK CAPITAL CORPORATION AND EACH tSSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLI
Claim Holder Accepted and
Agreed
Issuer
Accel
CLAIM
VISITALK
and
TON
as
an
Issuer
as
Si
Date
Its
President
Date
2006
CERTIFICATE to
be completed
if the Plan
OF AUTHORIZATION
arc
Warrants
being accepted
by an
hereby
certiti
that
name
isa ___________________
entity
of
company
and
existing
trust
partnership
or
other
form
of entity
the State
organized
under
and by
virtue
of the
laws of
of_________ state
type number
is
and
its
tax
ID
_______________________________ federal
tax that
and
it
it
currently
in
good
standing
and
its
charter
ID
the
or
SS andlor
the
in
full
force
and
effect.
further
certit
________________________
title
execute
__________________
title
or
are
fully to
authonzed
effectuate
and
the
empowered
authority
to
make
and
further
deliver certitS
any
and
all
written
instruments
necessary
proper
hereby
conferred.
that
_____________________________
now
is
name
the
_________________________ title
and
_________________________is
now
the
__________________________
title
name
officers set forth
further carry the out
certilS the
that
the the
herein
or
any one
of
them
Effective
are
duly
authorized
by
the
Entity certitS
to
execute
further
and
that
terms of Warrant and
Execution
Warrant and
Acceptance Delivery
obligation
and
Delivery
Agreement duly and
and
validly
Execution
the Entity
Acceptance
legal
Effective
Agreement of the
Entity.
has been
executed
on behalf
of
constitutes
and binding
Dated
this
day of ____________
200_.
Signature
of ccrnting not he signed
officer
Must
hy
officer
authorized
to
act
Titeofcertiing
officer
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 13 of 64
VT0231 96
CLAIM HoIJiER
SCHEDULE
Claim Holder
The
Plan Warrants assignee
specified
below
are
only
valid
if the
specific
named
and
named
herein
or
proper
has executed
prior
an Execution
to
Warrant 2006
later
Acceptance such
Effective
Delivery received
Agreement by
Visitalk Capital
Execution
Corporation
Agreement
as the
June
15
no
and
agreement
has
been
agent
of
the
Issuers
than June
25
2006.
Claim Holder
Dale 5928 Stastny Vicksburg Orleans
St.
New
Plan Plan
LA
70124
Allowed Class
Claim
15000.00
Issuers
Unity
Warrant
Units
Visitalk
Capital Corporation
VCW-649
BIW-649 BUW-649 CSW-649 FNW.649
Inc.
3.000
VT Billing Services Inc. VI Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
_jj .jQ
750
.....7Q
Systems
DBW-649 INW-649
VT VT
International
Corp. Services
Inc.
Marketing
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-649 VDW-649
ARW.649 CNW-649
....7Q
750 750 750 750 750 750 750 750 750 750 750
DUW-649
FRW-649 GEW-649 HSW-649 ITW.649 JPW-649
KOW-649
POW.649
Warrant Warrant
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
and one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 14 of 64
VT0231 97
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No. 00-I 3035-PHX-RTB
received and reviewed
the
Plan
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Plan Warrant
to
Agreement
Implementation
Agreement
and have
had the opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized the Plan
under and
the Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such
Plan Warrants
defined
governed
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Daniel
DePalma
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer
and Effective
as
the Execution
for
Agreement
Issuers Plan
Capital
and
the
is
Implementation
also
Agent
to
the other
all
and
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
their 5.9
Warrants
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been duly authorized
has
by
all
necessary
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 also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPIT
io
CO
gent
ORATON
for
as
an
Issuer
Im
the other
Issuers
Signatures
l1
record
holders
should
sign
By Ihhael
Its
S.
Williams
Date
___________
2006
President
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are being
accepted
by an Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
and
trust partnership and
or other
virtue
form of entity
of
___________________
entity
organized
existing under
by
of the laws
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
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
nanie
the
___________________________
title
and ___________________________is
now
the
____________________________
title
name
officers set forth
further
certify
that
the
herein
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
and validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 15 of 64
VT0231 98
CLAIM HOLDER
The Plan
proper
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Warrants
specified
below
are only
valid
if
the specific
or
assignee has executed
an Execution
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June 25 2006.
Claim
Daniel 152
Holder DePalma
Floyd Ave
Bloomfield NJ 07003
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-393
BIW-393
5.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
1250 1250
1.250
BUW-393
CSW-393 FNW-393
1250 1250 1250 1250 1250
1.250
DBW-393
INW-393
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-393 VDW-393 ARW-393 CNW-393 DUW-393
FRW-393 GEW-393 HSW-393 ITW-393 JPW-393
1250
1.250 1.250 1.250
1250
1250
Services
Inc. Inc.
Japanese Korean
Services
1250 1250 1250
Services
Inc. Inc.
KOW-393
POW-393
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 385-22
Filed 07/25/2007
Page 16 of 64
VT0231 99
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 Wanant
States
A. September confirmed
Capitalized
have
or
the in
17 2004
by
the
Agreement
Court
for
the
same meaning as defined in the warrant agreement Second Joint Plan of Reorganization dated June
of Arizona represents
related that to
effective
22 2004
United
Bankruptcy
the
DistTict
Case No.
00-1
3035-PIreviewed
the the
the
Plan
to
Plan
Wanant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation
Agreement
opportunity
ask
questions regarding
terms and
restTictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in the
under
Plan
in
such
claimants with
meet the terms of Section
the
5.9
Such Plan Warrants
defmed
Plan and
governed
accordance
Plan Warrant
Agreement.
C.
The Undersigned
Delivery
Daniel
J.
and
Kelly
H. Leonard hereby
tenders
this
Execution
Warrant
as
Acceptance
Issuer and
is
and Effective
Agreement
for to
the Execution
Issuers
their
Agreement
unless an Warrants
to
Visitalk
Capital
to
Corporation
Certificate
an
as
the Implementation attached
also
Agent
elects
all
the other have
all
and
Plan
executed issued
in
Election
Agreement
the
hereby
of
Book
Entry
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
5.9
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly authorized
has been duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
executed
by
an
authorized
or representative Execution
Undersigned
is
such
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
to the
Plan
Warrant Agreement
as Exhibit
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 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
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
type
is
state
and federal tax
that
it is
and
its
tax
ID number
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title and
all
in full
force
and
effect.
further
certify
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
and
___________________________is
now
the
name
officers set forth
title
are
certif
that
the
herein
or
any
one of them and
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
Wanant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day
of
200_. Signature of
certifying officer
Must
not
be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 17 of 64
VTO2 32 00
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
Daniel
Holder
J.
and
Kelly St
H.
Leonard
7310
Falls
Venice
Church
VA
22042
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-499
BIW-499
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-499
CSW-499 FNW-499
DBW-499
INW-499
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-499 VDW-499 ARW-499 CNW-499 DUW-499
FRW-499
GEW-499
HSW-499 ITW-499 JPW-499
KOW-499
POW-499
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 385-22
Filed 07/25/2007
Page 18 of 64
VT023201
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
A.
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
September 172004 the Plan Warrant
confllmed by the United
States Inc. the
Agreement
Court
for
or in
Second
Joint
Plan of Reorganization
related to
222004
the
Bankruptcy
the
District
of Arizona
represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
Agreement
the Section
restrictions
Implementation documents.
Agreement
opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
categorized
in the
under and
the Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
to various claimants the Plan Warrants Such Plan Warrants of the Plan. defined are
Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Daniel
P.
OSullivan
hereby
to
tenders
this
Execution Warrant Corporation
to as
Acceptance
Issuer and
and
Effective
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
as 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
the
of
their 5.9
Book
form.
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D. on
This undersigned the part of the
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly has
authorized duly
by
all
necessary
action
Undersigned
of the
and
is
if
necessary
Agreement
legal
its
been
executed
by an authorized Undersigned
officer
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
tErein.
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
CAPIT
RPORATON
as
an
Issuer
other
Issuers
IrpJºiiientatnAgeritfo Iichael
President
By
Its
S.
Williams
Date
2_006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
Entity name
of
company
and
trust partnership
or other form
virtue
of entity of the
State
is
____________________
entity
organized
existing under
and by
of the laws
of state
type
is
and
its
tax
ID number
_______
further
federal
in full
____________________ tax ID or SS
that
and
it
is
currently
in
good
standing
nd
its
charter
force
and
effect.
certify
the
_____________________________ title
and/or
the ______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and deliver any and
further certify that
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
_______________________________
now
is
name
the
__________________________
title
and ____________________________is
now
the
_____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any one
of
them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant Acceptance and
constitutes legal
Effective
Agreement
of the
Entity.
validly executed
on behalf
and binding
Dated
this
______
day
of
200_.
______________________________________________ Signature of certifying signed
officer to
Must
not be
by officer authorized
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 19 of 64
VTO2 32 02
CLAIM HOLDER SCHEDULE
The Plan Wan-ants below
an
to
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June 25 2006.
beenreceived
of the Issuers no
Claim Holder
Daniel 405
P.
OSullivan
St Apt.
56th
SF
New York NY
Plan Allowed Plan Class
10022
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-563 BIW-563
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-563
CSW-563 FNW-563 DBW-563 INW-563
VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services
VT Chinese Sejjvices 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-563 VDW-563 ARW-563 CNW-563 DUW-563
FRW-563 GEW-563 HSW-563 ITW-563 JPW-563
KOW-563
POW-563
Wan-ant Unit consists of
and one Wan-ant.
consist
of
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Wan-ant
Case 2:02-cv-02405-HRH
Document 385-22
Filed 07/25/2007
Page 20 of 64
VTO2 32 03
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan
States Inc.
A.
Capitalized
the
in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
September 17 2004
confirmed
Warrant
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.
00-13035-PHX-RTB
and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Agreement
the
the Section
restrictions
Implementation
Agreement
the opportunity
ask questions regarding
the terms and
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
categorized
in
under and
Plan
such
claimants
meet the terms of Section
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defined
the Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Daniel
Varella hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and
Effective
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
Corporation
to
an
Issuer and
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
attached
hereby
all
have
of
their 5.9
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
has
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
been
duly
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 also
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
sign
the
Election
for the
to Certificate
certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
along
check
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.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM
HOLDR
and
as
sign
By
Its President
Date
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 3,752.6 kB |
| Pages: | 64 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,553 Words, 65,538 Characters |
| Page Size: | 611 x 804 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-22.pdf |
| Download Other Notice - District Court of Arizona ( 3,752.6 kB) |
Preview Other Notice - District Court of Arizona
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