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 have the Plan Warrant
States hic. the
A. September
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
22 2004
the
confimed the
Plan
to
by the United
ofvisitalk.com
Bankruptcy
the
District
of Arizona represents
related that
Case No.
0O-13035-P1-IX-RTB and reviewed
the
Plan
Warrant
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
Implementation
Agreement
had
opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
in the
under
Plan
such
claimants
meet
terms of Section
5.9
Such
Plan
defmed
Plan and
governed
in
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
A.
C.
and
Frances
Providenti hereby
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and
the
Agreement
for
the Execution and
Agreement
unless an issued
in
to
Visitalk
Capital
to
an
and
as
Implementation
also
hereby
all
elects the
Agent to have
the other Issuers
all
executed
Election Entry
Agreement
the
attached
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
terms of
the
Section
Implementation
Agreement.
D.
This undersigned the
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
officer
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim
HokJer
ceepted
and
Agreed
Issuer
Acceptance
3LAIM HOLD
VISITALK
and
as
CAPITAL
an
Issuer
Implementation
Signatures
all
record
holders
should
sign Date
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
type
is
state ________________________________ tax ID or SS federal
further certify that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
in
full
force
and
effect.
the _____________________________ title
and/or
the ______________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the title
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
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
been duly and
validly
executed
on behalf
constitutes
and binding
Dated
this
______
day of
200_.
___________________________________________
Signature of
certifying officer
Must
not be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 1 of 70
VT0231 14
CLAIM HOLDER
The Warrants below
an
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior to
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim Holder
A. C. and 24 South
Frances Providenti
Court
Port
Washington
NY
11050
Plan AllowedClaim Plan Class
70000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-578
BIW-578
14000 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500 3500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-578
CSW-578 FNW-578
DBW-578
INW-578
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-578 VDW-578 ARW-578 CNW-578 DUW-578
FRW-578 GEW-578 HSW-578 ITW-578 JPW-578
KOW-578
POW-578
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Wan-ant one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 2 of 70
VT023115
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
Case
No.
00-1
3035-PHX-RTB
reviewed
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
and had
1the
Plan Warrant
to
Agreement
the
the
the Section
restrictions
Implementation
Agreement
opportunity
ask
questions regarding
terms and
of these documents.
B.
Each
Issuer the
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such Plan Warrants
defined
the Plan and
governed
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Alan Thomas
Bradbury
and
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and and
as
Agreement
for
the Execution
Agreement
unless an issued
Visitalk
Capital
to
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
Agreement
attached
hereby
all
elects
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally the Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
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 Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 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.
Ciaim
Hder
Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
the other Issuers
Signatures
a11
record
holder
should
sign
By
Its
Michael$Wi11rns
PresicjEnt
Date
__________
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
4ti77t/
c///
of company trust partnership
and existing under and by
or
Entity
other
is
C/4-5
entity
name
type
is
form of entity of the
State
organized
virtue
of the laws
of
/4
state and
its
and
its
tax
ID number
iS
federal tax
that further certify
620if
ID or SS
the
and
it
is
currently
in
good
standing
charter
in full
force
and
effect.
_____________________________ title
and/or
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver
any
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
that
_______________________________
now
is
name
the
_______________________
title certif
that
and _______________________is
now
the
________________________
title
name
officers set forth
further
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 be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 3 of 70
VT0231 16
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 Holder
Alan Thomas Bradbury of Eden Arboretum
CIO Garden
10600
Hana Highway
Haiku HI 96708
Plan Allowed Plan Class
Claim
220000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-351 BIW-351 BUW-351 CSW-351 FNW-351
Inc.
44000 11000 11000 11000 11000 11000 11000 11000
11.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
Systems
DBW-351 INW-351
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
MKW-351 VDW-351
ARW-351 CNW-351
11000 11000 11000 11000 11000
11.000 11.000 11.000
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
DUW-351
FRW-351 GEW-351 HSW-351
ITW-351 JPW-351
VT German VT Hispanos VT VT
Italian
Services Services
Services
Inc. Inc. Inc. Inc.
Japanese Services Korean Services
VT
VT
KOW-351 P0 W-351
11000 11000
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 385-21
Filed 07/25/2007
Page 4 of 70
VT023117
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
fri
A.
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
September 17
confirmed
2004 the Plan Warrant
States
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-1
3035-PIreviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
the
the
Implementation documents.
Agreement
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
are
categorized
in
under
the Plan
th
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
the Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Albert
and
Karen
Neuburger Agreement
unless an issued
hereby
to
tenders
this
Execution
Corporation
Warrant Acceptance
as
and
the
Agreement
for
the Execution and
Visitalk
Capital
an
Issuer
is
and
as
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
to Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Agreement
accepts
the terms
Section
Implementation
Agreement.
D.
This undersigned
part or
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
representative
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Execution
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Date
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
by
of the laws
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title andlor 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 carry
certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
the Execution of the Entity
Warrant
Acceptance
legal
and Effective and binding
been
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 385-21
Filed 07/25/2007
Page 5 of 70
VT023118
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
Albert P.O.
and
Karen
Neuburger
Box 150357
San Rafael
CA
94915
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-55
BIW-551 BUW-551 CSW-551 FNW-551
Inc.
4.000 1.000 1.000 1.000 1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBW-551 INW-551
1000
1.000
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-551 VDW-551 ARW-551
CNW-551
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
DUW-551
FRW-551 GEW-551 HSW-551 ITW-551 JPW-551
KOW-551
POW-551
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Wanant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 6 of 70
VT023119
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
as
defmed
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
or in the
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
and
the
The Undersigned
Section
5.9
that
they have
received and have
Agreement
Implementation
Agreement
had the opportunity
ask questions regarding
terms
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
categorized
in the
under and
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defmed
Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Aldecoa
Family
Trust hereby
tenders
to
this
Execution
Capital
to
Warrant
Acceptance
as
and
and
as
Agreement
for
the Execution and
Agreement
issued
in
Visitalk
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
Election Entiy
Agreement
the
attached
hereby
all
have
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary and
in
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
is
such
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return 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 THE SECTION EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
L-7
all
VISITALK
CAPITAL
ORATON
as
an
Issuer
Jt---
and
as
Imp
lein1atitesuers
S.
Signatures
Date
rcord holders should 2006
sign
By
Its
Michael
President
Williams
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 trust partnership and existing under
and or other
virtue
form of entity
of the
State
is
____________________
entity
organized
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
certif
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
written instruments
necessary
or
proper
the authority hereby
conferred.
cerIi
that
___________________________________
now
is
name
the title
further
and
is
now
the title
name
officers set forth
certif
that
the
herein
or
any one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certifij
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
and validly executed
on behalf
constitutes
and binding
Dated
this
______
day
of
200_. Signature of certifing
officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifijing
officer
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 7 of 70
VT0231 20
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
Aldecoa Family Trust
T.
E.
Ramon
12653
Ruth
M. Aldecoa Rd
Co
Trustees
Chandler Hts.
Chandler
AZ
85249
Plan Allowed Plan Class
Claim
30000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-3
19
6000 1500 1500 1500 1500
1.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BIW-319
BUW-319
CSW-319 FNW-319
DBW-319
INW-319
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.
VTHispanos
Services
Inc. Inc. Inc. Inc. Inc.
1500 1500 1500 1500 1500
1.500
MKW-319 VDW-319 ARW-319 CNW-319 DUW-319
FRW-319
1500 1500
1.500 1.500
GEW-319
HSW-319 ITW-319 JPW-3
19 19
VT
VT
Italian
Services
Japanese Services Korean Services
1500 1500 1500
VT VT
KOW-3
Portuguese
Services
POW-319
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 385-21
Filed 07/25/2007
Page 8 of 70
VT023121
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY
AGREEMENT
Capital
S.
Corporation
St. Suite
14647 Phoenix
50th
130
AZ
or
85044
Dear
Sir
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 ask
17 by
2004
the
Plan
States
Warrant
Aereement
Court The
Section
in the
Second
Plan of
related that they
Reorganization to
June
22 2004
United
Bankruptcy
for the
District
of Arizona
represents
Case
No.
00-13035-PHX-RTB and reviewed had
the opportunity the
Plan
Warrant
ofvisitalk.com Agreement
regarding the
Inc. the
Vigitalk.
Plan
the
Undersigned
5.9
have
received
Implementation documents.
Agreement
and have
questions
terms and
restrictions
of
these
B. categorized in the Plan
Each
Issuer the
is
required if
under
the
Plan
to issue the
certain
warrants
the
5.9
Plan Warrants
Plan.
to Plan
various
claimants are defined
under and
Plan
in
such
claimants
meet
the
terms Warrant
of Section
of the
Such
Warrants
governed
accordance
with
Plan
Agreement.
C.
The
Undersigned and
Issuer
is
Alexis
Effective
McKenzie
Delivery
Walker
Agreement
Trust the
UTA
for
all
dated
12/10/97.
hereby
to
tenders
this Capital
Execution
Warrant
Acceptance
as
Execution
the other their 5.9
Acreement
Issuers
Visitalk
Corporation
Certificate Finally the
an
and
as
the
Implementation
also
Agent
to
and
unless issued
an executed
in
Election Entiy
form.
to
Agreement
Execution
attached
hereby
all
elects
have
the
of
Plan Warrants Implementation
Book
Agreement
accepts
the
terms of
Section
Agreement.
D.
This
the part or
undersigned
the
represents
that if
the
Execution
this
Agreement
has been
duly
has or
authorized duly
by
all
necessaiy by an
action
on
of
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
been
executed of
the
authorized
officer
representative
Undersigned
is
such
officer
representative
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery of the Plan and
also sign
Warrant
return with
certificates
is
desired
Certificate
please sign and
return
BOTH
to
this
Execution
Agreement Agreement
and
along
the Election check
for the
to
Agreement
issue fee as set
attached
therein.
the Plan
Warrant
as Exhibit
certificate
forth
BY EXECUTION REPRESENTS THAT THEY HAVE RECEIVED BELOW THE UNDERSIGNED THE PLAN THE SECTION EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. CAPITAL CORPORATION VISITALK AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
CERTIFICATE
to
be completed
if the
OF AUTHORIZATION
are
Plan Warrants
being accepted
by an
nfj
the State
hereby
certify
that4 X-i
name
PKez
of
lI toV7
WciJ
and
OATfi$
or other
company
and
existing
trust
partnership
form
the
of entity of of_________ state
is
organized entity type
is
under
by
virtue
of
laws
and
its
tax
ID
number
___________________________________ federal
tax that
and
it
is
currently
in
good
standing
and
its
charter
ID
the
or
in full
force
and
effect.
further
certify
UtQ.
title and
further deliver
and/or
the
_____________________ title
are
fully to
authorized effectuate
and
the
empowered
authority
to
make
execute
any
anpll
written
instrupts
necessrez
or
proper
hereby
conferred.
certify
that
JLl71fi now
.PJCt2.L1
now
is
name
the
lT14tQI2
title
certify the that the the officers set
and
_________________________is
the
name
forth
title of
further out
herein
or
any
one
them
Effective
are
duly Del bee
orized cc ent
ecute
and
carry the
terms of Warrant and
Execution
Warrant and and
Acceptance Delivery
obligation
and
and
certify
flirt
er that
Execution
the Entity
Acceptance
legal
Effective
Agreement of
the Enti
validly
execute
on
behalf
of
onstitutes
binding
Dated
this
day
ofJlAk.Q
200.t
Sgna
sig
icer
by
officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 9 of 70
VT0231 22
CLAIM
HOLDER SCHEDULE
if the specific
The
Plan Warrants assignee
specified
below
are
only
valid
named
and
Claim
Holder
named
herein
or
proper
has
executed
prior
an Execution
to
Warrant
Acceptance such June
Effective has been
Delivery received
Agreement
by
Visitalk Capital
Execution
Corporation
Agreement
as the
June
15
no
2006
later
and
agreement
agent
of
the
Issuers
than
25
2006.
Claim Holder
ALexis Steven
McKenzie
Fleishmann.
Walker
Trust
c/o
UTA
Carol
dated
12/10/97
Trustee
Chandler
2411
09th
Avenue
SE
Bellevue
WA
98004
Plan Plan
Allowed Class
Claim
1500.00
Issuers
Unit
VCW-681 BIW-681 BUW-681 CSW-681 FNW-681
Inc.
Warrant
Units
Visitalk
Capital
Corporation
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
_i _i
75 75 75 75 75
_Q
Systems
DBW-681 INW-681
VT VT VT VT
International
Corp. Services
Inc. Inc. Inc.
Marketing Video Arabic
MKW-681
VDW-681 ARW-681 CNW-681
Services Services
._
75 75 75 75 75
VT Chinese Inc. Services VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Inc. Services VT Italian Services Inc. VT VT VT
Japanese Korean Portuguese Services Services
Inc. Inc. Inc.
DUW-681
FRW-681 GEW-681 HSW-681 ITW-681 JPW-681
_j
75 75 75
KOW-681
POW-681
Services
Warrant Warrant and
Unit one
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 10 of 70
VT0231 23
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms imless defmed herein have the Plan
States Inc.
A. September confirmed
Capitalized
the
in
17 2004
Wan-ant
Agreement
Court
for
or
the
the warrant agreement same meaning as defmed Second Joint Plan of Reorganization dated June of Arizona represents
related that to
effective
22 2004
the
by the United
Bankruptcy
the
District
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 documents.
Agreement
the opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Wan-ants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Alfred
Jean Mannino
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
Certificate as
Agreement
for
the Execution and
Agreement
unless an issued
Capital
to
an
Acceptance and Issuer and as the
is
Implementation
also
Agent
elects to
the other Issuers
all
executed
in
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
Execution person
is
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE 1JDERSIGNED 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
VSITALK CAPITAL
and
as
CORPORATON
for
as
an
Issuer
the other
Issuers
t21fA1J
Signatures all record
holdshould
sign
By
Its
Date
-/t
2006
President
Date
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and by
or other
virtue
form
of entity of the
State
is
____________________
entity
organized
existing under
of the laws
of_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title
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
certify that
and name
set forth
is
now
the
________________________
title and
that
further
the
officers
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
the Execution of the Entity
Warrant Acceptance and Effective Delivery and constitutes kgal and binding obligation
Agreement
of the
Entity.
has been
duly
and validly executed
on behalf
Dated
this
______
day
of
200_.
___________________________________________ officer Signature of certifying
Must
not
be signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 11 of 70
VT0231 24
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
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
Alfred Jean
Mannino
9918
N.
79th
Place
Scottsdale
AZ
85258
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-529
BIW-529
5000 1250 1250 1250 1250 1250 1250
1.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-529
CSW-529 FNW-529
DBW-529
INW-529
VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese
Services
Inc. Inc.
Inc.
Services Services
VT
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-529 VDW-529 ARW-529 CNW-529 DUW-529
FRW-529
1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
GEW-529
HSW-529 ITW-529 JPW-529
KOW-529
POW-529
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 385-21
Filed 07/25/2007
Page 12 of 70
VT0231 25
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
as
defined
in the
warrant
agreement dated June
effective
17 2004
by
the
Agreement
Court
for
or in the
Joint
Plan of Reorganization
related that to
22 2004
United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PFX-RTB
and had reviewed
the the
the
Plan
to
Plan
Warrant
of
visitalk
corn
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
Implementation
Agreement
opportunity
ask questions regarding
the 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 Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned
and
as
Alfred Delivery
D.
and
Mary Catherine Pufido
the Execution
the other Issuers
hereby
tenders
to
this
Execution
Capital
to
Warrant
as
Acceptance
Issuer and
Effective
Agreement Agent
elects for to
Agreement
Warrants
Visitalk
Corporation
Certificate
an
the Implementation
is
and
Plan
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
part or
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been
executed
by an authorized Undersigned
representative
Undersigned
is
and such
in
officer
or representative
of the
and
this
Execution
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
-IJ
all record
VISITALK
CAPIT
mentatio gent
RATON
for
as
an
Issuer
q/$_
and
as
Imp
the other Issuers
SinatuI9
holders
should
sign
By Micll
Its
S.
iliams
Datej7
.i
/..._
Date __________ 2006
2006
President
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
__________________
entity
organized
existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in
full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
________________________
title
certify that
and
_______________________is
now
the
________________________
title
name
officers set forth
further
the
herein
or any
one of them
and
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
duly
certify
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
been
and validly executed
on behalf
of the Entity and
constitutes
and
Dated
this
______
day of
200_.
_____________________________________________
Signature of certifying
officer to
Must
not
be signed
by officer authorized
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 13 of 70
VT0231 26
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
Agreement
prior
June 15 2006 no
later
such agreement June 25 2006.
been
Corporation as the agent
of the Issuers
Claim Holder
Alfred
D. and
East
Mary
Catherine
Pulido
7745
Manor
85750
Place
Tucson
AZ
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-579
BIW-579
4000 1000 1000 1000
1.000 1.000 1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-579
CSW-579 FNW-579
DBW-579
INW-579
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-579 VDW-579 ARW-579 CNW-579 DUW-579
FRW-579
1000 1000 1000 1000 1000 1000 1000
1.000
GEW-579
HSW-579 ITW-579 JPW-579
1000 1000 1000 1000
KOW-579
POW-579
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 385-21
Filed 07/25/2007
Page 14 of 70
VT0231 27
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have
the
A. September confirmed
Capitalized
same meaning Second
as
defined Plan
in the
warrant agreement dated June
effective
17 by
2004 the Plan Warrant
the
Agreement
Court
or in the
Joint
of Reorganization
to
22 2004
United
States
Bankruptcy
for the
District
of Arizona
represents
related that
Case
No.
00-13035-PHX-RTB
the
the
Plan
of visitalk.com
the
hc.
Visitalk.
had
the
The Undersigned
to
they have
their
reviewed
Plan
Warrant
Agreement and
Plan
and have
opportunity
ask questions regarding
terms and
restrictions.
B.
Each
Issuer
is
required under
the
Plan
are
to issue
certam
in the
warrants Plan and
to
various claimants
in
categorized with
the
under Plan
the
Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
governed
accordance
Warrant
C.
The Undersigned the Acceptance
the
Amy Wooden
Agreement
and unless an issued
in to
hereby Visitalk
tenders Capital
to
this
Warrant
Acceptance
as
and and
Effective
as
Delivery
Agreement Agent have
for
all
Corporation
Certificate
an
Issuer
is
the Implementation hereby
elects to
other Issuers Plan
executed
Election form.
Agreement
attached
of
their
Warrants
Book
Entry
D.
This
Acceptance
Agreement
this
has
been
duly
authorized
by
all
necessary duly
action
on the
part
of the
officer
Undersigned representative
and
if
necessary
Acceptance
and such
in
Agreement
is
has been
officer
executed
by an authorized
of
the
or
this
of the Undersigned
is
person
legal
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If
physical
delivery
of the Plan also sign
Warrant
return
certificates
is
desired
to
please
and
return
sign
BOTH
to
this
Acceptance Agreement Plan Warrant Agreement
and
and
the
Election check
Certificate
certificate
Agreement
issue fee as
attached forth
the
as Exhibit
along
with
for the
set
therein.
BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE 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.
Warrant Holder Accepted and
Agreed
Issuer
Acceptance
WARRANT
OL
ER
J7/
Signates
all record
7L
should
VISITALK
holders
sign
L/
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity
name
of
company
and
trust partnership
or other
virtue
form of entity
the
is
____________________
entity
organized
existing under
and by
of
laws
of the
State
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
in full
force
and
effect.
further
certify
______________________________ title
andlor
the
________________ title
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
and title
is
now
the title
name
officers set forth
further
certify the
that
the
herein
carry
out
terms
of the
Warrant
Acceptance
Delivery obligation
any and Effective
has
or
one
of
them
are
duly authorized
by
the
Entity
to
execute
the
and
Delivery
Agreement
and
certify
further
that
Warrant and
Acceptance
legal
and Effective
and binding
Agreement
of the
been duly
and validly executed
on behalf
of the Entity
constitutes
Entity.
Dated
this
______
day of ____________
200_. Signature of
certifying officer to acfl
Case 2:02-cv-02405-HRH
Must Filed 07/25/2007 not be signed by officer Page 15 of 70 authorized Document 385-21 VT0231 28
LLAIIVI
iTOLVtK
valid
VVf
K11IJ
HIVULI
or
The
Plan
Warrants
specified
below
are only
if
the specific
named Claim Holder named herein
Delivery received
proper
assignee has executed
prior
to
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital Corporation
as
Agreement
the agent
March no
31 2006
later
and
April
such agreement
been
of the Issuers
than
15
2006.
Claim
Holder Wooden
Investment Investment
in in in
Amy
1611
Series Series Series
Alydar Drive 28173
Investment
Waxhaw NC
Plan Allowed Plan Class
Other Investments
$3565.21
Claim
356521
lii
Unit Warrant
Issuers
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VT VT VT VT VT VT VT VT VT VT VT
Billing Business
Services
Products Services Services
VCCW-158 BIW158 BUW-158
CSW-158 FNW-158 DBSIW-158 INW-158
28522 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261 14261
Consumer
Financial
Dynamic Biometric Systems
International Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
MKW-158 VDW-158 ARW-158 CNW-158 DUW-158
FRW-158
Inc.
Services Services
Inc. 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-158
HSW-158 ITW-158 JPW-158
KOW-158
POW-158
Warrant
Warrant and
Unit
consists Warrant.
of consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
one
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 16 of 70
VT0231 29
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital
S.
AGREEMENT
Corporation St. Suite 130
14647 Phoenix
50th
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
as
defmed
in the
warrant
agreement dated June
effective
17 by
2004
the
Agreement
Court
for
or in the
Joint
Plan of Reorganization
related that to
22 2004
United
Bankruptcy
the
District
of Arizona
represents
Case No.
00-13035-P1and had reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
The Undersigned
5.9
they have
received
Agreement
regarding
the Section
restrictions
Implementation
Agreement
and have
opportunity
ask questions
the terms and
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 the
under and
the Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
Plan Warrant
Agreement.
C. Delivery
The
Undersigned
Andres
Anker
hereby
tenders
to
this
Execution Warrant Corporation
to
Acceptance
as
and
and
Effective as the
is
Agreement
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Issuer
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.
This
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the part of the Undersigned
officer
and
if
necessary
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
of the
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return
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
with
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND VISITALK CAPITAL CORPORATION RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
for
as
an
Issuer
Impi
the other
Issuers
Signatures
all
re
ord lolders
should
sign
S.
Williams
Date
siic/
2006
Date
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and by
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
and existing under
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
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 of
herein
the terms carry out the Execution
the
Execution
Warrant
any one of them are duly authorized by the Entity to execute and Delivery Acceptance and Effective Agreement and certify further that
or Delivery obligation
Warrant
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
has been
duly
and 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 385-21
Filed 07/25/2007
Page 17 of 70
VT0231 30
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
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder
Andres 59 Anker 94 Street
New York
NY
10025
Plan Allowed Plan Class
Claim
35000.00
lssuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-324
BIW-324
7000
1.750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-324
CSW-324 FNW-324
1750
1.750 1.750 1.750
DBW-324
INW-324
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 ltalian Services lnc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
1750
1.750 1.750
MKW-324 VDW-324 ARW-324 CNW-324 DUW-324
FRW-324
1750
1.750
1750 1750 1750 1750
1.750
GEW-324
HSW-324 ITW-324 JPW-324
1750 1750
1.750
KOW-324
POW-324
Warrant Unit
and one Warrant.
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Case 2:02-cv-02405-HRH
Document 385-21
Filed 07/25/2007
Page 18 of 70
VT023131
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan
States the or in
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
Second
Joint
Plan of Reorganization
related that to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Agreement
the Section
restrictions
Implementation
Agreement
opportunity
ask questions regarding
terms and
of these documents.
B.
Each
Issuer
is
required 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 Warrant
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Anmar
Sarafa
hereby
tenders
to
this
Execution Warrant
Corporation
to
Acceptance
as
and
Effective
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Issuer and
the
is
Implementation
also
hereby
all
elects
Agent to have
the other Issuers
all
unless an executed issued
in
Election Entiy
Certificate
Agreement
attached
of
their 5.9
Book
form.
Finally the Execution
Agreement
accepts
the terms of
the
Section
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary
action
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
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 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 COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAiM HOLDER
VISITALK
and
as
CAPITAL
ion
CO
gent
for
TON
the
ot
as
an
Issuer
Imp lementa
Issuers
Signatures
all
rec
rd
ders sh
sign
By MichaoS.
Its
Willims Date 2006
Date
_________
06
President
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
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
and
____________________________is
now
Lhe
_____________________________
title
name
officers set forth
further carry
certify
that
the
herein
or
any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
the Execution of the Entity
Warrant
Acceptance
legal
and Effective and binding
been
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 385-21
Filed 07/25/2007
Page 19 of 70
VT0231 32
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
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
Holder
Sarafa Dr.
E.
Anmar
3720
Wabeer Lake
Bloomfield Hills
MI 48302
Plan Allowed Plan Class
Claim
100000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-622
BIW-622
20000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000
VT VT VT VT
Billing Business
Services
Products Services Services
BUW-622
CSW-622 FNW-622
Consumer
Financial
Dynamic
Biometric
Systems
DBW-622
INW-622
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 VT VT VT VT
Hispanos
Italian
MKW-622 VDW-622 ARW-622 CNW-622 DUW-622
FRW-622 GEW-622 HSW-622 ITW-622 JPW-622
Services
Inc.
Inc.
Services
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-622
POW-622
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 385-21
Filed 07/25/2007
Page 20 of 70
VT0231 33
ExECuTIoN Wuutwr
Visitalk Capital S.
ACCEPTANCE
AND
EmciwE
LELWERY
AGREEMIErIT
Corporation St. 85044
Suite
14647 Phoenix
50th
130
AZ
or
Dear
Sir
Madam
terms the
unless
A. September confirmed the Plan
to
Capitalized
defined
herein
have
or
the
same
meaning
Joint
as
defined
in
the
warrant
agreement dated
effective
172004
by
the
Plan
States
Warrant
Agreement
Court
in the
Second
Plan of Reorganization
related that to
June22
2004
gn
United
Bankruptcy
for the
District
of Arizona
represents
Case
No.
00-13035-PHX-RTB
and reviewed had
the the
of
visitallc.com
Inc. the the
Visitalk.
Plan
the
The
Undersigned
5.9
they have
received
Wanant
questions
Agreement
regarding
Section
Implementation documenta
Agreement
and have
opportunity
ask
terms and
restrictions
of these
B.
categorized in the
Each
Issuer the
is required
under
the
Plan
to
issue the
certain
warrants
the
Plan Warrants
Plan.
to
various
claimants
are
under
Plan
in
if
such
claimants with
meet
the
terms of Section Agreement
5.9
of the
Such
Plan Warrants
defined
Plan and
govemed
accordance
Plan Warrant
C.
The
Undersigned the
for
Anthony
Execution
the all
Belfiore.
hereby
to unless
tenders
Visitalk
this
Execution
Warrant
as
Acceptance an
Issuer
and and as
Effective
the
is
Delivery
Agreement Agent
to
Agreement
Issuers
Capital Corporation Election Entry
to
Implementation
also
other of
their 5.9
and
an executed
in
Certificate
Agreement
the
attached
hereby
all
elects the
have of
the
Plan Warrants Implementation
issued
Book
form.
Finally
Execution
Agreement
accepts
terms
Section
Agreement.
D. on
the
This undersigned
part
represents
that if
the
Execution
this
Agreement
has been
duly authorized
by
all
necessary by
action
of the Undersigned
representative
and
the
necessary and
in
Execution person
is
Agreement
legal
its
has been or
duly executed of
an authorized Undersigned
officer
or
of
Undersigned
is
such
officer
representative
the
and
this
Execution
Agreement
enforceable
accordance
with
terms.
if
physical
delivery of the Plan
also
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement and Agreement
sign
and
the Election check for the
to Certificate
certificate
Agreement
fee
attached
the Plan
Warrant
as Exhibit
along
issue
as
set
forth
therein.
BY EXECUTION REPRESENTS THAT THEY HAVE RECE WED BELOW THE UNDERSIGNED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND IMPLEMENTATION AGREEMENT AND RECEWED EFFECTWE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE WITH ITh QBLQATIONS. REPRESENTATIONS CONTAINED HEREIN IN COMPLYING
AN
Claim
Holder
Accepted
and Agreed
Issuer
VIIS
Acceptauc
HO
CAPITAL
ORPORATION
en
as an Issuer
theotherlssuers
Ceeroersshouldsir/ySWiliiams
CERTIFICATE
to
be completed
if
OF AumOmnTIori
are being accepted by an
the Plan Warrants
hereby
certify
that
E_tily name
of
company
and
existing
trust
partnership and by
or
other
form
the
of entity of the
State
is
________________
entity
tax
organized
under
virtue
of
laws
of________ state
and
its
ID
type number
is
___________________________ federal tax ID or SS
further certify that
and
it
is currently
in
good
standing
and
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 4,087.1 kB |
| Pages: | 70 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,535 Words, 65,537 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-21.pdf |
| Download Other Notice - District Court of Arizona ( 4,087.1 kB) |
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