EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein
have
or the
A. September confirmed
Capitalized
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
by
2004 the Plan Warrant
the
Agreement
Court
for
in the
of Reorganization
to
22 2004
United
States
Bankruptcy
the
Disftict
of Arizona
represents
related that
Case No. 00-13 035-PHX-RTB
received and have and reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
Agreement
the Section
restrictions
Implementation documents.
Agreement
had
opportunity
ask questions regarding
terms and
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in the
under and
Plan
in
such
claimants with
meet
the
terms of Sectioi Warrant
5.9
Such Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C.
The
Undersigned
and Effective
Arizona-Delaware
Delivery
Frame Family
the Execution and
Trusts
hereby
tenders
to
this
Execution Warrant Corporation
Certificate as
Acceptance
Issuer
Agreement Agent
elects for to
Agreement
unless an Warrants
Visitalk
Capital
to
an
and
as
is
the Implementation attached
also
the other Issuers
executed issued
in
Election
Agreement
Execution
hereby
all
have
the
all
of
their 5.9
Plan
Book
Entry
form.
Finally
the
Agreement
accepts
the
terms
of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of
the
and
if
necessary and
in
Execution person
is
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 also sign
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS. _____
Claim Holder Accepted greed
Issuer
Acceptance
CLAIM
VISITALK
and
as
CAPITAL
RPOR
TON
as
an
Issuer
imP
ignaturearecord
Date
holders
should
sign
By
Its
Michaeli. Williams
President
________
2006
Date
________
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are being
accepted
by an Entity
hereby
certif
that
Ytr
name
of
12A
ffy
or
otlTer
L2s1
form of entity
of the
State
Entity
is
aVut
entity
company
and
trust partnership and by
organized
existing under
virtue
of the laws
ofC-1QL.71Mb
state
and
its
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
charter
ID orSS
the
in full
force
and
effect.
further
certif
_________________________
title
and/or
the
___________________
title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
an4a11
proper
the authority hereby
conferred.
certi
that
Ru A1 424
now
the
writterUtrumentspecessary
or
V1A
now
is
the
_\
title
certifj that
name
and
__________________________is
____________________________
title
name
officers set forth
further
the
herein
or
any
one of them are duly and Effective Agreement
of the
authorized
by the Entity
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Delivery has
Agreement
and certif
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
been duly
and validly executed
on behalf
constitutes
Dated
this
_____ day
ofU
2OO
Sgnature
of
certifjing officer
Must
notbe
signed
by officer
authorized
to
act
7z0I
Thitle
e-eofficer
of
certifiing
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 1 of 46
VT022 994
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
Agreement
prior
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim
Holder
Frame Family Trust
Arizona-Delaware
C/O
8885
Rudy Frame
E. Voltaire
Dr
Scottsdale
AZ
85260
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-326
BIW-326
5000 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
1.250 1.250 1.250 1.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-326
CSW-326 FNW-326
DBW-326
INW-326
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.
MKW-326 VDW-326 ARW-326 CNW-326 DUW-326
FRW-326
VT
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-326
HSW-326 ITW-326 JPW-326
1250 1250 1250
KOW-326
POW-326
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 385-19
Filed 07/25/2007
Page 2 of 46
VT022 995
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 have the Plan
States Inc. the
A.
Capitalized
the
in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Warrant
Agreement
Court
for
or
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-
13035-PHX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
and had
Agreement
Implementation
Agreement
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
claimants
are
categorized
in the
under and
Plan
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C.
The Undersigned Acceptance
as
Barbara K. Wasinger
Delivery
IRA Acct
6TL
0448858
hereby
tenders
to
this
Execution
Capital Election Entry form.
to
Warrant
and Effective
and
is
Agreement
the Execution
for
all
Agreement
and
Plan Warrants
Visitalk
Corporation
Certificate
an
Issuer
as
the Implementation
also
Agent
to
the other Issuers
unless an executed issued
in
Agreement
the Execution
attached
hereby
all
elects
have
of
their 5.9
Book
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
undersigned
represents
that
the Execution
this
Agreement
has
been duly
has
authorized duly
by
all
necessary
action
on the part of the Undersigned
officer
and
if
necessary
Execution person
is
Agreement
legal
its
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 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
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
TON
as
an
Issuer
Signatures
all record
holders
should-sign
Its
Date
President
Date
2006
4_LL2O06
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
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the _________________________ title
further certify that
and
____________________________is
now
the
_____________________________
title and
that
name
officers set forth
the
herein
or any
one of them
and
are
duly
authorized
by the Entity
to
execute
further
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
and
certify
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 3 of 46
VT022 996
CLAIM HOLDER SCHEDULE
The Warrants below
an
to
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim
Holder IRA Acct 6TL
0448858
Barbara K. Wasinger Barbara K. Wesinger 1602
Elm
Hays KS 67601-3741
Plan Allowed Plan Class
Claim
35500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-684
BIW-684
7.100
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
1775 1775 1775
1775 1775 1775
1.775 1.775
BUW-684
CSW-684 FNW-684
DBW-684
INW-684
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-684 VDW-684 ARW-684 CNW-684 DUW-684
FRW-684
1775 1775 1775 1775
1775 1775
GEW-684
HSW-684 ITW-684 JPW-684
1775 1775 1775 1775
KOW-684
POW-684
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Wanant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 4 of 46
VT022 997
EXECUTION WARRANT
Visitalk Capital Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
50th
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan Warrant
States
A. September confirmed
Capitalized
the
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
or
in the
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona
represents
related
Case No.
00-13035-PHX-RTB
and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
Agreement
Implementation
Agreement
had the 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
such
claimants
meet
terms of Section
5.9
Such Plan Warrants
defined
Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C. Warrant
The
Undersigned
Barbara K. Wasinger
Delivery
SEP IRA Acct 8612-8315
the Execution
for
all
hereby
to
tenders
this
Execution
Acceptance
as
and Effective
Issuer
is
Agreement
Agreement
and
Plan Warrants
Visitalk
Capital Election Entry form.
to
Corporation
Certificate
an
and
as
the Implementation
also
Agent
to
the other Issuers of
their 5.9
unless an issued
executed
in
Agreement
the Execution
attached
hereby
all
elects
have
the
Book
Finally
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part or
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
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 also sign
Warrant
return
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
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Signatures
all
record
holders
should
si
Its
Date
--L2006
President
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by
an
Entity
hereby
certify
that
Entity name
of
company
trust partnership 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 and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
written instruments
necessary ________
or
proper
the authority hereby
conferred.
further
that
__________________
now
is
name
the title
further certify that
and
_______________is
now
the title
name
officers set forth
the
herein
or any
one
of
them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution Acceptance
legal
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution
Warrant
Effective
and
validly
executed
on behalf
of the Entity and
constitutes
and binding
Dated
this
______
day of
200_. Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 5 of 46
VT022 998
CLAIM IIOLDER SCHEDULE
the specific
The
Plan
Warrants
specified
below
are only
valid
if
named Claim Holder named herein
and Effective
has Delivery received
or
proper
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 Holder
Barbara K. Wasinger 1602
SEP IRA Acct 8612-83
15
Elm
1-3741
Hays KS 6760
Allowed
Plan.
Clairn.
$1.5-000.O0
Plan Class
Issuers
Unit VCW-686
BIW-686
Warrant
Units
Visitalk
Capital
Corporation
3000
750 750 750 750 750 750 750 750 750 750 750 750 750 750 750
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-686
CSW-686 FNW-686
DBW-686
INW-686
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc.
MKW-686 VDW-686 ARW-686 CNW-686 DUW-686
FRW-686 GEW-686 HSW-686 ITW-686
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.
VTJapaneseServicesInc.
VT VT
Korean
Services
Inc. Inc.
KOW-686
POW-686
750 750
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 385-19
Filed 07/25/2007
Page 6 of 46
VT022 999
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 385-19
Filed 07/25/2007
Page 7 of 46
VTO2 3000
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 385-19
Filed 07/25/2007
Page 8 of 46
VT02300
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 385-19
Filed 07/25/2007
Page 9 of 46
VTO2 3002
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 385-19
Filed 07/25/2007
Page 10 of 46
VTO2 3003
EXECUTION
Visitalk Capital S.
WARRANT ACCEPTANCE AND
EFFECTIVE
DELIVERY AGREEMENT
Corporation St.
Suite
14647
50th
130
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms
unless
A.
Capitalized
defined herein have
the
in
same meaning
the
as defined Plan
in the
warrant agreement
dated
effective
September confirmed the
Plan to
17 2004
by
the
the Plan Warrant
States
Agreement
Court
or
Second
Joint
of Reorganization
to
United
Bankruptcy
for the
District
of Arizona
represents
related
Case
No.
22 2004 00-13035-PHX-RTB
and reviewed had
the opportunity the
June
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk.
Plan
the
The Undersigned
Section 5.9
that
they have
received
Agreement
regarding
Implementation documents.
Agreement
and have
ask
questions
terms and
restrictions
of
these
B. categorized in the
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants the
Section 5.9
Plan Warrants
the Plan.
to various Plan
claimants are defined
under and
Plan
such
claimants
meet
the
terms of Warrant
of
Such
Warrants
Plan
governed
in
accordance
with
Plan
Agreement.
C.
The Undersigned
James
G.
Calomiris hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer
and
as the
is
Effective
Delivery
Agreement the Execution Agreement
Agent
to for the
all
Visitalk an
Capital
Corporation
to
an
and
Implementation
also
other
Issuers
and
unless
executed
in
Election
Certificate
Agreement
the
attached
hereby
all
elects the
have
the
of
their 5.9
Plan Warrants Implementation
issued
Book
Entry form.
Finally
Execution
Agreement
accepts
terms of
Section
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 of
the
and
necessary and
in
Execution person
is
Agreement has been
legal
its
duly executed of
authorized
officer
or representative
Undersigned
is
such
officer
or representative
the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the Plan
also sign
Warrant
certificates
is
desired
please
sign
and return
BOTH
to
this
Execution
Agreement Agreement
and
as
and return
along with
the
Election
for
to
Certificate
Agreement
issue fee as set
attached forth
therein.
the Plan
Warrant
Exhibit
check
the
certificate
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
EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE
ATIONS CONTAINED HEREIN
epted
IN
COMPLYING WITH
Issuer
ITS
OBLIGATIONS.
and
Agreed
Acceptance
.._VISITALK
and
RPORATION
lenientatio
as
an
Issuer
aslm
gent
for the
other
IssuersQ
rd holders should
2006 sign
By Mhael
Its Tresident
S.
illiams Date
CERTIFICATE
to be completed
if
OF AUTHORIZATION
are
the
Plan Warrants
being
accepted
by an
herel
certify that
name
is
of
company
and
trust
partnership
or other virtue
form of entity
the
____________________ entity
organized
existing
under
and
by
of
laws
of
the
State
of state
type
is
and
its
tax
ID number
___________________________________ federal
tax that
and
it
is
currently
in
good
standing and
its
charter
ID
the
or
SS
andlor
the
in
full
force
and
effect.
further
certify
______________________________ title
_______________________ title
are
fully to
authorized
effectuate
and
the
empowered
authority
to
make
execute
and
deliver
any and
that
all
written
instruments necessary
or
proper
hereby
conferred.
further
certify
________________________________
now
is
name
the
____________________________ title
and ____________________________is
now
the
_____________________________ title
name
officers set forth
further carry the out
certify the
that
the
herein
or
any one of and
them
Effective
are
duly authorized Delivery
by
the
Entity
to
execute
further
and
that
terms of Warrant and
the
Execution
Warrant and and
Acceptance Delivery
obligation
Agreement and
duly and
validly
certify
Execution
the Entity
Acceptance
legal
Effective
Agreement of
the
has been
executed
on behalf
of
constitutes
binding
Entity.
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 385-19
Filed 07/25/2007
Page 11 of 46
VTO2 3004
CLAIM HOLDER
The Plan Warrants
proper assignee specified has executed
prior
SCHEDULE
named
and
below
an
are
only
valid
if
the
specific
Claim Holder
Effective
named
herein
or
Execution Warrant
June
Acceptance such June
Delivery received
Agreement by
Visitalk
Execution
Corporation
Agreement
as
to
15 no
2006
later
and than
agreement
has been
Capital
the agent
of the
Issuers
25
2006.
Claim Holder James
4211 C. Calomiris Harrison St.
NW
Washington
DC
20015
Plan Plan
Allowed Claim Class
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-356
BIW-356
10000
VT VT VT VT VT VT VT VT VT VT VT VT VT VT VT VT VT
Billing Services Business Products
2500 2500 2500 2500 2500
2.500
BUW-356 CSW-356 FNW-356 DBW-356
INW-356
Consumer
Financial
Services Services
Dynamic
Biometric
Systems
International
Corp. Services
Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc. Inc.
Marketing
MKW-356
VDW-356 ARW-356 CNW-356 DUW-356 FRW-356 GEW-356 HSW-356
ITW-356 JPW-356
2500
2500 2500 2500
Video
Arabic Chinese
Services Services Services Services Services Services
Dutch
French
2500 2500 2500 2500 2500 2500 2500
2500
German
Hispanos
Italian
Services
Services Services Services
Japanese
Korean
KOW-356 POW-356
Portuguese
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 385-19
Filed 07/25/2007
Page 12 of 46
VTO2 3005
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have
or the
A. September confirmed
Capitalized
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
in the
of Reorganization
to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-
13035-PFIX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
the
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
restrictions
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
ii
under and
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defmed
the Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned
Delivery
Jeffrey
M. and Jana
the Execution
R.
Benson
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer and
is
and Effective
Agreement
for to
Agreement
Warrants
Capital
to
Corporation
Certificate
as
the Implementation attached
also
Agent
elects the
the other Issuers
and
Plan
unless an executed issued
in
Election
Agreement
the
hereby
all
have
all
of
their
Book
Entry
form.
Finally
Execution
Agreement
accepts
terms
of the Section
5.9
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized
by
all
necessaiy
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
been duly
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PEAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 ACKNOWLEDGE THAT THEY HAVE EXECUTED AND IMPLEMENTATION AGREEMENT AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATiON AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Holder Ajcepted and
Agreed
Issuer
Acceptance
VISITALK
and
as
CAPIL
TON
as
an
issuer
By
Its
Date
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the ___________ title and
all
in
full
force
and
effect.
further
certi
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
written
instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
ftirther certify that
cnd
is
now
the.
name
officers set forth
title
are
the
herein
or any
one of them
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant
and
Acceptance
legal
Effective binding
validly executed
on behalf
constitutes
Dated
this
______
day of
200_. Signature of
certifying officer
Must
not be
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 13 of 46
VTO2 3006
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006
later
and such agreement
than
been
Corporation as the agent
of the Issuers no
June
25
2006.
Claim Holder
Jeffrey P.O.
M. and Jana
R.
Benson
Box 83382
Phoenix
AZ
85071
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-343 BIW-343
5.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
1250 1250 1250 250 1250 1250 1250 1250 1250
1.250
BUW-343
CSW-343 FNW-343
DBW-343
INW-343
VT VT VT
International
Corp.
Marketing Video Arabic
Services
Inc. Inc.
Inc.
Services Services
VT
VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc.
MKW-343 VDW-343 ARW-343 CNW-343 DUW-343
FRW-343 GEW-343 HSW-343 ITW-343 JPW-343
1250 1250 1250 1250 1250 1250 1250 1250
VT
VT
Korean
Services
Inc. Inc.
KOW-343
POW-343
Portuguese
Services
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 14 of 46
VTO2 3007
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 the warrant agreement same meaning as defined Second Joint Plan of Reorganization dated June effective
A. September confirmed
Capitalized
17
2004 the Plan Warrant
States
Agreement
Court
for
or in
the
222004
by the United
Bankruptcy
the
District
of Arizona represents
related
to
Case No.
00-1303 and had
5-PI-IX-RTB
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section of
5.9
that
they have
received and have
reviewed
the
Agreement
Implementation documents.
Agreement
opportunity
ask questions regarding
the terms and
restrictions
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 the
under and
the Plan
such
claimants with
meet the terms of Section
the
5.9
Such
Plan Warrants
defined
Plan
governed
in
accordance
Plan
Warrant
Agreement.
C.
The Undersigned the Execution
the other Issuers of
their 5.9
JoAnn Rust Agreement and
unless an issued
hereby
to
tenders
this
Execution Warrant
Corporation
to Certificate as
Acceptance
Issuer
and Effective
Delivery
Agreement Agent
to for
all
Visitalk
Capital
an
and
is
as
the Implementation
also
executed
in
Election Entry form.
Agreement
attached
hereby
all
elects
have
the
Plan
Warrants
Book
Finally
the Execution
Agreement accepts
the
terms
of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
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
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted
Issuer
Acceptance
VISITALK
and
as
CAPITAL
RATON
as
an
Issuer
By Michl
Its
S.
Witliams
President
Date
_________
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity of the
State
is
___________________
entity
organized
and 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
and/or the ________________ title and
all
in full
force
and
effect.
further
certify
the
_____________________________ title
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
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
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 385-19
Filed 07/25/2007
Page 15 of 46
VTO2 3008
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
Warrants
specified executed
are only
valid
if
the specific
or
proper
assignee
has
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim
Holder
JoAnn Rust
3045
W.
Calle
Gardenias
Tucson
AZ
85745
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-615
BIW-615
5000 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-615
CSW-615 FNW-615
DBW-615
INW-615
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-615 VDW-615 ARW-615 CNW-615 DUW-615
FRW-615 GEW-615 HSW-615 ITW-615 JPW-615
1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
KOW-615
POW-615
Warran.t and one
Unit
consists
of .consit
pf.oe
i\
Warant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 16 of 46
VTO2 3009
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation St. Suite 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan
States Inc. the
A. September confirmed
Capitalized
have
the
same meaning Second
Joint
as
defmed
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
for
or in the
Plan of Reorganization
related that to
22 2004
by the United
Bankruptcy
the
District
of Arizona
represents
Case No.
00-13035-PHIX-RTB
and reviewed
the the
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
Implementation
Agreement
had
opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under
the Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such Plan Warrants
defmed
the Plan and
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Joseph
A.
Pillittiere
hereby
to
tenders
this
Execution
Corporation
to
Warrant
as
Acceptance
Issuer and
and as the
is
Effective
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been duly executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE 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
By
Its
Date
_______
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certi
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 and
federal tax
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title andlor the ________________ title
all
in full
force
and
effect.
further
certif3t that
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
certiQv
any and
that
written
instruments
necessary
or
proper
the authority hereby
conferred.
_______--_____________________
now
is
name
the title
flirther certif3t that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
and
are
duly
authorized
by the Entity
and
to
execute
and
carry
out the terms
of the Execution Acceptance
legal
Warrant
and and
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
duly
certif
flirther that
the Execution of the Entity
Warrant and
Effective binding
Agreement
of the
Entity.
been
and validly executed
on behalf
constitutes
Dated
this
______
day
of
200_.
_____________________________________________
Signature of certif5ing
officer to
Must
not
be signed
by officer authorized
act
Title
of
certit3ing
officer
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 17 of 46
VT02301
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 25 2006.
been
of the Issuers
Claim Holder
Joseph A. 64 Scarlett
Pillittiere
Drive 11725
Commack NY
Plan Allowed Plan Class
Claim
35000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-573
BIW-573
7000 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750 1750
VT VT
Billing
Services
Business Products
BUW-573
CSW-573 FNW-573
VT Consumer Services VT Financial Services
Dynamic Biometric Systems
DBW-573
INW-573
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-573 VDW-573 ARW-573 CNW-573 DUW-573
FRW-573 GEW-573 HSW-573 ITW-573 JPW-573
KOW-573
POW-573
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 385-19
Filed 07/25/2007
Page 18 of 46
VT02301
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 defmed herein have the Plan Warrant
States the in
A. September confirmed
Capitalized
same meaning
the
as
defmed
Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
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 the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received
and
the
Agreement
Implementation
Agreement
and have
had
opportunity
ask
questions regarding
terms and
restrictions
of these documents.
B. categorizd
in
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
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 defined
the Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned and Effective
as
Maestro
Delivery
Capital
Management
the other Issuers
Inc.
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance Issuer and Agreement
Execution
Agreement Agent
elects for to
the Execution
Agreement
Warrants
Visitalk
Corporation
Certificate
as
an
the Implementation
is
and
Plan
unless an executed issued
in
Election
attached
also
hereby
all
have
the
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This the
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
on
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been duly executed
by
an
authorized
officer
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
therein.
this
Execution Agreement
and
the
Election
for the
to Certificate
certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
check
issue fee as
forth
REPRESENTS THAT THEY HAVE RECEIVED BY EXECUTION BELOW THE UNDERSIGNED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 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
ORPO
TON
as an
Issuer
Signatures
all record
holders
should
sign
By Miclai
Its
S.
Williams
Date
___________
2006
President
DateØ/
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 ot4er
virtue
form of entity
of the
State
is
fz/rirganized
entity
its
and existing under
by
of the laws
of
/1
and
iZ1t
state
its
and
tax
type ID number
is
L/0
federal tax
that
and
it
is
currently
in
good
standing
charter
ID or SS
the title
in full
force
and
effect.
further
certify
pinrr
and
further
andlor
the
If
title
are
fully to
authorized effectuate
and
empowered
to
make
execute
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
now now
is
the
C-2r
title
that
and
is
the
-e-7
title
name
officers set forth
further
certify
the
herein
or any
one of them
are
duly
authorized
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
by the Entity to execute Agreement and certify further and validly executed
and
that
the Execution of the Entity
Warrant
Acceptance
legal
Effective
duly
on behalf
and
constitutes
and binding
Dated
this
_____ day
of
200_.
___________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
cJJI77
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-19
Filed 07/25/2007
Page 19 of 46
VT02301
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 Capita
Execution
Agreement
prior
June 15 2006 no
later
such agreement June 252006.
been
Corporation as the agent
of the Issuers
Claim Holder
Maestro
Eric Capital
Management.
Inc.
Black
S.
5502
Waverly 85283
Way
Tempe AZ
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-524
BIW-524
10000 2500 2500 2500 2500 2500
2.500 2.500 2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-524
CSW-524 FNW-524
DBW-524
INW-524
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc.
MKW-524 VDW-524 ARW-524 CNW-524 DUW-524
FRW-524
2500 2500 2500 2500 2500
2.500
GEW-524
HSW-524 ITW-524 JPW-524
2500 2500 2500
2.500
VT VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-524
POW-524
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 385-19
Filed 07/25/2007
Page 20 of 46
VT02301
EXECUTION
Visitalk
WARRANT ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
Capital S. 50th
Corporation
St. Suite
14647 Phoenix
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
17 by
2004
the
Plan
States
Warrant
Agreement
Court The
Section
in the
Second
Plan of Reorganization
related that they to
June
22 2004
United
Bankruptcy
for the
District
of Arizona
represents
Case
No.
00-1
3035-PHIX-RTB reviewed
the opportunity the
Plan
questions
of visitalk.com Agreement
regarding the
Inc. the
Visitalk.
Plan and
the
Undersigned
5.9
have
received
and had
Plan Warrant
to ask
Implementation documents.
Agreement
and
have
terms
restrictions
of
these
B. categorized in the Plan
Each
Issuer the
is
required
if
under
the
Plan
to issue the
certain
warrants Section
the
5.9
Plan Warrants
the Plan.
to various
claimants are defined
under
Plan
in
such
claimants
meet
the
terms of
of
Such
Plan
Warrants
and governed
accordance
with
Plan Warrant
Agreement.
C.
The
Undersigned and
Effective
Maze
Delivery
Family
Limited the
the other
all
Partnership Execution
Issuers
hereby
tenders to
this Visitalk
Execution
Capital
Warrant Corporation
to Certificate form. Finally the as
Acceptance
Issuer
Agreement Agent
elects for to
Agreement and
unless an
an
and
as
is
the
Implementation
also
executed
issued in
Election
Agreement
Execution
attached
hereby
all
have
of
their 5.9
Plan Warrants Implementation
Book
Entry
Agreement
accepts
the
terms of the
Section
Agreement.
D. on
the
This undersigned
part or
represents
that if
the
Execution
this
Agreement
has been
duly authorized been
by
all
necessary by an
action
of
the
Undersigned of
the
and
necessaiy and
in
Execution person
is
Agreement
legal
its
has or
duly executed of
authorized
officer
representative
Undersigned
is
such
officer
representative
the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E. Execution
If
physical
delivery and
of
the Plan
sign
Warrant
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this the
Agreement Agreement
also
and along
return the Election with check
for
to
Agreement
issue fee as set
attached
forth therein.
Plan
Warrant
as
Exhibit
the
certificate
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 WITH ITS OBLIGATIONS. HEREIN IN COMPLYING REPRESENTATIONS CONTAINED
Claim Holder and
Accepted
Agreed
Issuer..Aeeepta11cc
CLAIM
LDER
VISITALK
CAPITAL
CORPORATON
gent theot
as eriss
an
Issuer
rs
%al1cordhhould
sign
By Mhae
Its President
S.
ms
Dat 2006
Date
2006
CERTIFICATE
to
be completed
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,689.0 kB |
| Pages: | 46 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,596 Words, 65,538 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-19.pdf |
| Download Other Notice - District Court of Arizona ( 2,689.0 kB) |
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