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
States
A. September confirmed
Capitalized
have or
the
same meaning Second
as
defmed
in the
warrant
agreement dated June
effective
17 2004
by
the
Warrant
Agreement
Court
in the
Joint
Plan of Reorganization
related that to
United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Pian Warrants
of the
Plan.
to
various
claimants
are
categorized
in the
under and
the 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
Delivery
Baker
Clesby Naftolin the Execution
Issuers
their
Investors
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and Effective
Agreement
for to
Agreement
unless an Warrants
Visitalk
Capital
to
an
and
as
the Implementation attached
also
Agent
elects
all
the other
and
executed issued
in
Election
Agreement
the
hereby
have
all
of
Plan
5.9
Book
Entry
form.
Finally
Execution
Agreement
accepts
the
terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been duly authorized
has been duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
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
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
sign
the
Election
for the
to
Certificate
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 HERE COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CAP
eme
tation
PORATON
Agent
for
as er
an
Issuer
eSignatures all record holders sould
and
the
Issuers
AA
ByIichael
Its
sign
Williams
rI
Date
Date
2006
President
-/
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
hereby
certifi
that
l_ 1i24
name
organized and existing under
is
by an Entity
VA1.
or other
virtue
Entity
form of entity
of the
State
of company trust partnership
and
is
__________________
entity
by
of the laws
of
state and
its
type and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
charter
ID or SS
the
Y45J%.5
and/or the ______________________ title
all
in full
force
and
effect.
further
certify
_____________________________ title
are
fully to
authorized effectuate
and empowered
the
to
make
execute
and
further
deliver
any and
that
written
instru
ents
ecessa
or
proper
hori
hereby
conferred.
certi1
JcPAj
now
the title
now
is
the
____________________________
title
and ____________________________is
name
officers set forth
further
certify
that
the
herein
or
any one of them
and
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certif executed
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the
Entity.
validly
on behalf
constitutes
and binding
Dated
this
______
day
of
fr
200k
Signature of cerNfying signed
officer
Must
not be
by officer
authorized
to
act
Title
of
certifying
Sicer
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 1 of 48
VT022 760
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
Baker Glesby Naftolin Glesby
Investors
C/O
3040
G.
Post
Oak Blvd
Suite
1300
Houston
TX
77056
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-335
BIW-335
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500 2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-335
CSW-335 FNW-335
DBW-335
INW-335
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-335 VDW-335 ARW-335 CNW-335 DUW-335
FRW-335 GEW-335
HSW-335.
2500
2.500
ITW-335 JPW-335
2500
2.500
KOW-335
POW-335
2500
2.500
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 385-14
Filed 07/25/2007
Page 2 of 48
VT02276
EXECUTION WARRANT
Vsitalk Capital
S.
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
Corporation 130
14647
50th
St. Suite
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
defmed
in
the warrant
agreement dated June
effective
17 2004
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
by the United ofvisitalk.com
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
Inc. the the
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
Agreement
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask questions regarding
terms and
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such Plan Warrants
defmed
the Plan
governed
accordance
Plan
Agreement.
C.
The Undersigned and Effective
as
Bette Delivery
and
Barry Gandelman
JTWROS
and
Plan
hereby
tenders
to
this
Execution
Warrant
as
Acceptance
Issuer
Agreement Agent
elects for to
the Execution
Agreement
unless an Warrants
Visitalk
Capital
to
Corporation
Certificate
an
and
the Implementation
is
the other Issuers have
all
executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly 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 also sign
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION EXECUTED AND REVIEWED 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
1mph
c4c
signatures
2flI4yI4_
aIl record holders should
sign
Its
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 name
of
company
trust partnership
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
and existing under
and by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
certify
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them are duly authorized
and Effective Delivery has been
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
Agreement
of the
Entity.
and validly executed
on behalf
constitutes
and binding
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 385-14
Filed 07/25/2007
Page 3 of 48
VT022 762
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
Agreement
prior
June 15 2006
later
such agreement June
been
Corporation as the agent
of the Issuers no
25
2006.
Claim Holder
Bette
and
Barry Gandelman
JTWROS
RAT
401
Group Hackensack Ave.
Hackensack
NJ 07601
Plan Allowed Plan Class
Claim
5500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-427
BIW-427
1100
275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275 275
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-427
CSW-427 FNW-427
DBW-427
INW-427
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-427 VDW-427 ARW-427 CNW-427 DUW-427
FRW-427
GEW-427
HSW-427 ITW-427 JPW-427
KOW-427
POW-427
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 385-14
Filed 07/25/2007
Page 4 of 48
VT022 763
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A.
Capitalized
have
the in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
September 17
confirmed
2004
Agreement
Court
for
or
the
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
District
of Arizona represents
related that
Case No.
00-1
3035-PHX-RTB
reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue
certain
warrants
categorized
in
under and
Plan
in
such
claimants
meet the terms of Section
Warrant
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defmed
the Plan
governed
accordance
with the Plan
Agreement.
C.
The Undersigned Agreement
Brian D. Lesk
hereby
tenders
to
this
Execution
Capital
Warrant
Acceptance
as
and
Effective
as
Delivery
the Execution
for
Agreement
Issuers Plan
Visitalk
Corporation
to
an
Issuer and
the
is
Implementation
also
Agent
elects to
the other
all
and
unless an issued
executed
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
on the part of the Undersigned
officer
and
if
necessary and
in
Execution person
is
Agreement
legal
its
has
authorized action by all necessary been duly executed an authorized by of the
or representative Execution
of the
Undersigned
is
such
officer
or representative
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VIS1TALK 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
CORPORATON
as
an
Issuer
Signatures
all record
holders
shcild
sign
By
Its
Michael President
Williams
Date 2006
Date
5-.
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 by
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
and existing under
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
further
deliver any certif
and
all
written instruments
necessary
or
proper
the authority hereby
confelTed.
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
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certif executed
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
and
validly
on behalf
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifiing officer
Must
not be
signed
by officer authorized
to
act
Title
of
certifiing
officer
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 5 of 48
VT022 764
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
Brian
Holder
D. Lesk
E.
2735
Camelback
Rd
Phoenix
AZ
85016-4302
Plan Allowed Plan Class
Claim
25000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-505
BIW-505
5000 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250 1250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-505
CSW-505 FNW-505
DBW-505
INW-505
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-505 VDW-505 ARW-505 CNW-505 DUW-505
FRW-505 GEW-505 HSW-505 ITW-505 JPW-505
KOW-505
POW-SOS
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 385-14
Filed 07/25/2007
Page 6 of 48
VT022 765
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 the Plan Warrant
States
A. September confirmed
Capitalized
have
the
same meaning Second
Joint
as
defined Plan
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
or in the
of Reorganization
to
22 2004
by the United of
visitallc.com
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-1 3035-PI-IX-RTB and had reviewed
the the
the
Plan
to
Plan
Warrant
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received
Agreement
Implementation documents.
Agreement
and have
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 claimants
are
categorized under
in the
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defmed
Plan
and
governed
accordance
Plan
Agreement.
C. Delivery
The
Undersigned
Cathy
Chamberlain Agreement
and
Plan Warrants
hereby
to
tenders
this
Execution
Corporation
to
Warrant
as
Agreement
the Execution
for
Visitalk
Capital
an
Issuer
Acceptance and Effective and as the Agreement
is
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
attached
hereby
all
elects the
have
the
of
their 5.9
Book
form.
Finally
the
Execution
Agreement
accepts
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
is
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
retnrn with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CAPIT
rina
Signaturs Date
chidhto
record holders should
laIl
sign
05705
2006
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
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
frill
force
and
effect.
fUrther
certify
are
fUlly to
authorized effectuate
and empowered
to
make
execute
and
deliver
certify
any
wrirten 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
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
and validly executed
on behalf
constitutes
Dated
this
______
day
of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 7 of 48
VT022 766
CLAIM HOLDER
The Plan
proper
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Warrants
specified
below
an
to
are only
valid
if
the specific
or
assignee
has executed
Execution
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 Cathy
1081
Holder
Chamberlain N. Brandon Dr
Chandler
AZ
85226
Plan Allowed Plan Class
Claim
5000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-364
BIW-364
1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250
BUW-364
CSW-364 FNW-364
Inc.
Systems
DBW-364
IN W-3 64
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-364 VDW-364 ARW-364 CNW-364 DUW-364
FRW-364
GEW-364
HSW-364 ITW-364 JPW-364
KOW-364
POW-364
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 385-14
Filed 07/25/2007
Page 8 of 48
VT022 767
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital
S.
AGREEMENT
Corporation 130
14647
50th
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defined Plan
ii
the warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
District
of Arizona represents
related that
Case
No.
00-I 3035-P1-LX-RTB and had reviewed
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
the
the
Implementation documents.
Agreement
the opportunity
ask
questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
are
categorized
in the
under
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan Warrants
defmed
Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Daco
Investment
Company
hereby
to
tenders
this
Execution
Warrant
as
Acceptance
Issuer
is
and
as
Agreement
for
the Execution
Issuers and Plan
Agreement
issued
in
Visitalk
Capital
to
Corporation
Certificate
an
and
the
Implementation
also
Agent
elects to
the other
all
unless an executed
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
IM HOLDER
1/A
Agreed
Issuer
Acceptance
VISITALK
and
as
By
Its
Date
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
hereby
certify
that
Tn
company
trust partnership and
being
accepted
by an Entity
Enti
or other
virtue
name
isa entity
of
form of entity
of the
State
organized
and existing under
by
of the laws
of_________ state
type
is federal tax
that
and
its
tax
ID number
and ID or SS
the
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
further
certify
________________________ title
and/or
the title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
and
al
written
proper
the authority hereby
conferred.
that
s-
L4i
instruments and
necessary
or
now
is
the
f21b8/v
title
certify that
and
-v
herein or any
ALt/
name
one of them
are
isnowthe______________
titl
duly authorized
name
further carry
the
officers
set
forth
by the Entity
to
execute
further
and
that
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
and validly executed
on behalf
constitutes
Dated
this
day
of
200.
Sigrature
oferttfficer
be
Must
not
srby
officer
officer
authorized
to
act
Title
of
certifying
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 9 of 48
VT022 768
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
specified executed
are only
valid
if
the specific
or
proper
assignee
has
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder Daco Investment Company CIO Dan
702
E. Cracchiolo
Osborn
Phoenix.
AZ
85014
Plan Allowed Plan Class
Claim
100000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-381 BIW-381 BUW-381 CSW-381 FNW-381
Inc.
20000
5.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000 5000
5.000
DBW-381 INW-381
VT VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch Services
Inc.
Services
Inc.
MKW-381 VDW-381 ARW-381 CNW-381 DUW-381
FRW-381 GEW-381 HSW-381 ITW-381 JPW-381
VT French Services Inc. VT German Services Inc.
VTHispanos
Services
Inc. Inc. Inc.
VT VT VT VT
Italian
Services
Japanese Services Korean Services
5000 5000
5.000
Inc. Inc.
KOW-381
POW-381
Portuguese
Services
Warrant
and
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 10 of 48
VT022 769
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan
States
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
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. 00-13035-P1-IX-RTB
received and have and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
and
the
The Undersigned
Section
5.9
they have
Agreement
Implementation
Agreement
had
opportunity
ask questions regarding
the terms
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
Plan
such
claimants
meet the terms of Section
Warrant
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
with the Plan
Agreement.
C. Effective
The Undersigned
Delivery
Donald
Anita Lash
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
as
and
Agreement
for
the Execution and
Agreement
unless an issued
Visitalk
Corporation
Certificate
an
Issuer
is
and as the
attached
Implementation
also
Agent
elects to
the other Issuers
all
executed
in
Election Entry
Agreement
the
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D. on the
This undersigned
part or
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly has
authorized duly
by
all
necessary
action
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
been
executed
by
an
authorized
officer
representative
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the 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 U1IDERSIGNED 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
CO
RATON
as
an
Issuer
Implementat
the other
Issuers
ignatures
all
record
holders
should
sign
By
Its
Michae
President
Williams
Date
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if the
Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
Entity name
of
company
trust partnership
or other
virtue
form
of entity of the
State
is
____________________
entity
organized
and existing under
and 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
and/or the _______________________ title
all
in full
force
and
effect.
further
certify
the ______________________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any and
that
written
instruments
necessary
or
proper
the authority hereby
conferred.
certify
_________________________________
now
is
name
the
____________________________
title
and ____________________________is
now
the
_____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any
one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effective 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 385-14
Filed 07/25/2007
Page 11 of 48
VT022 770
CLAIM HOLDER SCHEDULE
The Warrants below
Plan
specified executed
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee
has
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June
15 2006
no
later
and such agreement
than
been
of the Issuers
June 25 2006.
Claim Holder
Donald 5022 Cave
Calle Creek.
Anita Lash Los
Flores
AZ
85331-5510
Plan Allowed Plan Class
Claim
$200000-
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-497
BIW-497
4000 1000 1000
1.000
VT VT
Billing Business
Services
Products
BUW-497
CSW-497 FNW-497
VT Consumer Services VT Financial Services
Dynamic
Biometric
1000
1.000
Systems
DBW-497
INW-497
VT VT VT VT VT VT VT
International
Corp.
1000 1000 1000
1.000 1.000 1.000
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-497 VDW-497 ARW-497 CNW-497 DUW-497
FRW-497
1000 1000 1000
1.000
VT
VT VT VT VT VT
German Services
Hispanos
Italian
GEW-497
HSW-497 ITW-497 JPW-497
Services
Inc.
Services
Japanese Korean
Services
Inc.
1000 1000 1000
Services
Inc. Inc.
KOW-497
POW-497
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 385-14
Filed 07/25/2007
Page 12 of 48
VT02277
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
H647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States Inc.
A. September confirmed
Capitalized
have
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
United
Bankruptcy
for the
District
of Arizona represents
related that
Case
No.
00-13035-PJand had reviewed
the
the
Plan
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
the
the
Implementation documents.
Agreement
opportunity
ask
questions regarding
terms and
restrictions
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue
certain
warrants
the Plan WalTants
of
the Plan.
to
various Wan-ants
claimants
are
categorized
in
under
Plan
in
such
claimants with
meet the terms of Section
the
5.9
Such
Plan
defined
the Plan and
governed
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
DonaJd
W. Konz
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an
Issuer
and Effective
as
the Execution
for
Agreement
and
Plan Warrants
Capital
Corporation
to
and
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
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
part
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
is
if
necessary and
in
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physica
delivery
of the
Pan Warrant
and
return with along
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Eection
for the
to
Certificate
Agreement
set
attached
the
Han
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
CORPORA
an
Issuer
Implementation
Signatures
all record
holders
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
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and deliver any and
further certify that
written instruments
necessary
or
proper
the authority hereby
conferred.
_________________________________
now
is
name
the
____________________________
title
that
________________
_________is
how
the
_____________________________
title
name
officers set forth
further
certify
the
herein
or any
one of them
and
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective
and binding
Agreement
of the
Entity.
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 385-14
Filed 07/25/2007
Page 13 of 48
VT022 772
CLAIM HOLDER
The
Plan
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
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
later
such agreement June 25 2006.
been
of the Issuers no
Claim Holder
Donald 3226
W. Konz
Lane
Amberly
Fairfax
VA
22031
PlanAllowed
Plan Class
Claim
$50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-487
BIW-487
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-487
CSW-487 FNW-487
DBW-487
INW-487
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 VT
Korean Services
Inc. Inc.
MKW-487 VDW-487 ARW-487 CNW-487 DUW-487
FRW-487
GEW-487
HSW-487 ITW-487 JPW-487
2500 2500
2.500
KOW-487
POW-487
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 385-14
Filed 07/25/2007
Page 14 of 48
VT022 773
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
in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17 2004
by
the
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-13035-PI-IX-RTB and had reviewed
the
the
Plan
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Plan Warrant
to
Agreement
Implementation
Agreement
the opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in the
under
Plan
such
claimants with
meet the terms of Section
the
5.9
Such Plan Warrants
defined
Plan and
governed
in
accordance
Plan Wacrant
Agreement.
C.
The Undersigned
and
as
Edward Wylly
Delivery
Jr.
and
Lisa
Killorin
hereby
tenders
to
this
Execution
Capital
to
Warrant
as
Acceptance
Issuer
Effective
Agreement Agent
elects for to
the Execution
Agreement
unless an Warrants
Visitalk
Corporation
Certificate
an
and
the Implementation
is
the other Issuers
and
Plan
executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
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
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the 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 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
as
an
Issuer
Implement
By
2006
Its
MicIaeI
President
S.
Williams
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 is
and
its
tax
ID number
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
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 and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
been duly and validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
Signature
of
certifying
officer
Must
not
be signed
by officer
authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 15 of 48
VT022 774
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified executed
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee
has
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim
Holder
Jr.
Edward Wylly
3985 Northside
and
Lisa
Killorin
Dr.
NW
Atlanta
GA
30342-4041
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-485
BIW-485
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT VT VT VT VT VT VT
Financial Services
Inc. Inc.
BUW-485
CSW-485 FNW-485
Dynamic Biometric Systems
International Corp.
DBW-485
INW-485
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
MKW-485 VDW-485 ARW-485 CNW-485 DUW-485
FRW-485 GEW-485 HSW-485 ITW-485 JPW-485
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
VT
VT VT VT VT VT
VT German Services
Hispanos
Italian
Services
Inc.
Services
Japanese Korean
Services
Inc.
Services
Inc. Inc.
KOW-485
POW-485
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 385-14
Filed 07/25/2007
Page 16 of 48
VT022 775
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States Inc. the
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
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-
13035-PHIX-RTB
reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
Agreement
the Section
restrictions
Implementation
Agreement
opportunity
ask questions regarding
the terms and
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
categorized
in
under and
Plan
such
claimants
meet the terms of Section
5.9
to various claimants the Plan Warrants of the Plan. Such Plan Warrants are defined
the Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C.
The Undersigned the Execution
the other Issuers of
their 5.9
Eric
Nathan
hereby
to
tenders
this
Execution Warrant
Corporation
to Certificate as
Acceptance
as
and
Effective
Delivery
Agreement Agent
to for
all
Agreement
and
issued
Visitalk
Capital
an
Issuer and
is
the Implementation
also
unless an 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
has been
duly has
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
authorized action by all necessary been duly executed by an authorized of
the
or representative Execution
Undersigned
enforceable
such
officer
or representative
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the also
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
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 UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim Holder Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
Issuers
Signatures
all
record
holders
should
sign
By
Its
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 name
of
company
and
trust partnership under and
or other
virtue
form of entity
of the
State
is
__________________
entity
organized
existing
by
of the laws
of________
state
and
its
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
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
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 be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 17 of 48
VT022 776
CLAIM HOLDER
The
Plan
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
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
Agreement
prior to
June 15 2006 no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
CLaim
Eric
HoLder
Nathan
2915
Keim
Dr.
Phoenix
AZ
85016-2148
PLan
Allowed
Claim
2708.00
Plan Class
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-550
BIW-550
542
136
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-550
CSW-550 FNW-550
136 136 136
136
DBW-550
INW-550
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.
136 136 136
136
MKW-550 VDW-550 ARW-550 CNW-550 DUW-550
FRW-550
136 136
136 136
GEW-550
HSW-550 ITW-550 JPW-550
136 136
136 136 136
KOW-550
POW-550
Warrant and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Wanant.
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 18 of 48
VT022 777
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk
AGREEMENT
Capital
S.
Corporation St. Suite 130
14647
50th
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A.
Capitalized
have or
the in
same meaning
the
as
defmed
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
222004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No. OO-13035-PH1X-RTB
received and have and had reviewed
the
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
Plan Warrant
to
Agreement
Implementation
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue the
certain
warrants
the
of
categorized
in the
under and
the Plan
in
such
claimants with
meet
the
terms of Section
5.9
p.
the Plan.
to
various Warrants
claimants
are
Such
Plan
defined
Plan
governed
accordance
Plan Warrant
Agreement.
C. and
The
Effective
Undersigned
Delivery
Fry Living
Trust Dated
12/8/1
989
hereby
to
tenders
this
Execution
Corporation
Warrant
as
Acceptance and
as
Agreement
for to
the Execution
Issuers
their
Agreement
unless an Warrants
Visitalk
Capital
to
an
Issuer
is
the Implementation attached
also
Agent
elects
all
the other
and
Plan
executed issued
in
Election
Certificate
Agreement
the
hereby
have
all
of
Book
Entry
form.
Finally
Execution
Agreement
accepts
the terms of
the
Section
5.9
Implementation
Agreement.
D. on the
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary by an
action
of the
Undersigned
of the
and
if
necessary and
in
Execution person
is
Agreement
legal
its
been
executed
authorized
officer
or representative Execution
Undersigned
is
such
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION OF THE AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
Ti ________________
Signatures all record holders shoufd
CLAIM HOLDER
VISITALK
and
as
CAPITAL
tation
CORPORATON
ent
as
an
Issuer
Implem
the other Issuers
________________
By
Its
sign
Michael President
S.
Williams
Date
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity ___ name
of
is
Trust
entity
company
and
trust partnership and
or other
virtue
form of entity
of the
State
organized
existing under
by
of the laws
of________
state
and charter P-P_y
type
is
and
its
tax
1D number
__________________________________ federal tax
that
36
92 0913
certify
and
it
is
currently
in
good
standing
its
ID or SS
the _____________________________ title
in full
force
and
effect.
further
Fry fiving
and
further
Trusk
all
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
deliver any
certifz
and
written
instruments
necessary
or
proper
the authority hereby
conferred.
that
toMi_
is
the
____________
title
certifi that
and
tPJ4
name
herein
or
now
the
1T
name
title by the Entity and
to certify
now
is
further
the
officers
set
forth
any
one of them
are
duly
authorized
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Delivery has been
Agreement
duly and
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
validly executed
on behalf
constitutes
Entityp
Js
of
certifzing officer
Dated
this
17
ttUay
of
4c4
200_.6 Signature
Must
not be
T-7
of certifing
signed
by officer authorized
to
act
Title
officer
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 19 of 48
VT022 778
CLAIM HOLDER SCHEDULE
The Plan
proper
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
and such
than
agreement
been
of the Issuers
June
25
2006.
Claim Holder
Fry Living Trust Donald 3729
E.
Dated
12/8/1989
Fry Trustee
Hill
Ocean
Way
Malibu
CA
90265-5639
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc.
VCW-422
BIW-422
4000 1000 1000 1000 1000 1000 1000 1000 1000
1.000
VT
Billing
Services
VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-422
CSW-422 FNW-422
DBW-422
INW-422
VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services
Inc.
MKW-422 VDW-422 ARW-422 CNW-422 DUW-422
FRW-422
1000 1000 1000 1000 1000
.1000...
VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services. Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
GEW-422
HSW-422
ITW-.422
JPW-422
1000 1000 1000
KOW-422
POW-422
Warrant
and one
Unit
consists
of
consist
of
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-14
Filed 07/25/2007
Page 20 of 48
VT022 779
EXECUTION WARRANT ACCEPTANCE
Visitalk Capital 50th Corporation 130
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein have the Plan Warrant
States
li-ic.
A. September confirmed
Capitalized
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
or
Second
Joint
Plan of Reorganization
related to
222004
the
by the United
Bankruptcy
for the
District
of Arizona represents
Case No. 00-1
received and have
3035-PIreviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
and
The Undersigned
5.9
that
they have
and had
Agreement
the
the
the Section
restrictions
Implementation documents.
Agreement
ask questions regarding
terms
of these
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
Plan
such
claimants
meet
terms of Section
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
with the Plan Warrant
Agreement.
C.
The Undersigned
Delivery
International
Foundation
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
Certificate as
Acceptance
an Issuer
is
and
as
Effective
Agreement
for
the Execution and
Agreement
issued
in
Capital
to
and
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
Election Entry
Agreement
the Execution
attached
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly
authorized 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
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the also
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
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 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 5.9 RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,824.2 kB |
| Pages: | 48 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,599 Words, 65,537 Characters |
| Page Size: | 611 x 1021 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-14.pdf |
| Download Other Notice - District Court of Arizona ( 2,824.2 kB) |
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