EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
the
District
of Arizona represents
related
Case
No.
00-1
3035-PHX-RTB
reviewed
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
and had
1the
Plan Warrant
to
Agreement
the
the
the Section
restrictions
Implementation
Agreement
opportunity
ask
questions regarding
terms and
of these documents.
B.
Each
Issuer the
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under
Plan
in
such
claimants with
meet
the
terms of Section
5.9
Such Plan Warrants
defined
the Plan and
governed
accordance
Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Alan Thomas
Bradbury
and
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and and
as
Agreement
for
the Execution
Agreement
unless an issued
Visitalk
Capital
to
Corporation
Certificate
an
Issuer
is
the
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
Agreement
attached
hereby
all
elects
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally the Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Ciaim
Hder
Accepted
and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
the other Issuers
Signatures
a11
record
holder
should
sign
By
Its
Michael$Wi11rns
PresicjEnt
Date
__________
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
4ti77t/
c///
of company trust partnership
and existing under and by
or
Entity
other
is
C/4-5
entity
name
type
is
form of entity of the
State
organized
virtue
of the laws
of
/4
state and
its
and
its
tax
ID number
iS
federal tax
that further certify
620if
ID or SS
the
and
it
is
currently
in
good
standing
charter
in full
force
and
effect.
_____________________________ title
and/or
the
______________________ title
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver
any
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
certify
that
_______________________________
now
is
name
the
_______________________
title certif
that
and _______________________is
now
the
________________________
title
name
officers set forth
further
the
herein
or
any one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
and validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 1 of 46
VT02271
CLAIM HOLDER SCHEDULE
The Warrants below
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder
Alan Thomas Bradbury of Eden Arboretum
CIO Garden
10600
Hana Highway
Haiku HI 96708
Plan Allowed Plan Class
Claim
220000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-351 BIW-351 BUW-351 CSW-351 FNW-351
Inc.
44000 11000 11000 11000 11000 11000 11000 11000
11.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
Systems
DBW-351 INW-351
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
MKW-351 VDW-351
ARW-351 CNW-351
11000 11000 11000 11000 11000
11.000 11.000 11.000
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
DUW-351
FRW-351 GEW-351 HSW-351
ITW-351 JPW-351
VT German VT Hispanos VT VT
Italian
Services Services
Services
Inc. Inc. Inc. Inc.
Japanese Services Korean Services
VT
VT
KOW-351 P0 W-351
11000 11000
Portuguese
Services
Warrant
and one
Unit
consists of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 2 of 46
VT02271
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein have
the
fri
A.
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
September 17
confirmed
2004 the Plan Warrant
States
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-1
3035-PIreviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
the
the
Implementation documents.
Agreement
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required under
if
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
are
categorized
in
under
the Plan
th
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
the Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Albert
and
Karen
Neuburger Agreement
unless an issued
hereby
to
tenders
this
Execution
Corporation
Warrant Acceptance
as
and
the
Agreement
for
the Execution and
Visitalk
Capital
an
Issuer
is
and
as
Implementation
also
Agent
to
the other Issuers
all
executed
in
Election Entry
to Certificate
Agreement
the Execution
attached
hereby
all
elects
have
of
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Agreement
accepts
the terms
Section
Implementation
Agreement.
D.
This undersigned
part or
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Execution person
is
Agreement
legal
its
has
been
executed
by an authorized Undersigned
representative
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Execution
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Date
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
and
trust partnership and
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
by
of the laws
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title andlor the ________________ title and
all
in
full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_________________________________
now
is
name
the title further carry
certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
the Execution of the Entity
Warrant
Acceptance
legal
and Effective and binding
been
and
validly
executed
on behalf
and
constitutes
Dated
this
______
day
of
200_. Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 3 of 46
VT02271
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June
25
2006.
Claim Holder
Albert P.O.
and
Karen
Neuburger
Box 150357
San Rafael
CA
94915
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-55
BIW-551 BUW-551 CSW-551 FNW-551
Inc.
4.000 1.000 1.000 1.000 1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBW-551 INW-551
1000
1.000
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-551 VDW-551 ARW-551
CNW-551
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
DUW-551
FRW-551 GEW-551 HSW-551 ITW-551 JPW-551
KOW-551
POW-551
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Wanant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 4 of 46
VT02271
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan
States
A. September confirmed
Capitalized
have
the
or in
same meaning
the
as
defmed
Plan
in
the warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
Second
Joint
of Reorganization
to
22 2004
by the United
Bankruptcy
for the
District
of Arizona represents
related
Case No.
00-13035-PIand reviewed
the
the
Plan
of visitalk.com
hc.
the
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
Plan Warrant
to
Agreement
the Section
restrictions
Implementation
Agreement
had the opportunity
ask questions regarding
the terms and
of these documents.
B.
Each
Issuer the
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of
to
various
claimants
are
categorized
in the
under and
Plan
such
claimants with
meet the terms of Section
the
5.9
th
Plan.
Such
Plan Warrants
defined
Plan
governed
in
accordance
Plan Warrant
Agreement.
C.
The Undersigned
Delivery
Craig A. and
Nancy
B.
Copeland Agreement
Warrants
hereby
to
tenders
this
Execution
Corporation
Certificate
Warrant
as
Acceptance
Issuer
is
and Effective
Agreement
for to
the Execution and
Plan
5.9
Visitalk
Capital
to
an
and
as
the Implementation attached
also
Agent
elects
all
the other Issuers
unless an executed issued
in
Election
Agreement
the
hereby
have
all
of
their
Book
Entry
form.
Finally
Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
been duly authorized by all necessary action has been duly executed an authorized Agreement by
has
legal
its
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
also sign
the
Election
for the
to Certificate
certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
aJong
check
issue fee as
forth
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
RELY
Claim Holder Accepted
and
Agreed
Issuer
Acceptance
CLAIM
HOLE.
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Signatureall
record
olders
sh
uld
Dat2t2
sign
By
lts
Michael President
54/illiams Date 2006
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if the
Plan
Warrants
are
being
accepted
by an Entity
hereby
certif
that
Entity name
of
company
trust partnership
or
other
form of entity
of the
State
is
____________________
entity
organized
and existing under
and by
virtue
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in full
force
and
effect.
further
certif
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver
any
written
instruments
necessary
or
proper
the authority hereby
conferred.
certify
that
_______________________________
now
is
name
the
____________________________
title
and
____________________________is
now
the
_____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any
one
of
them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
validly executed
on behalf
constitutes
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 5 of 46
VT02271
CLAIM HOLDER SCHEDULE
The Warrants below
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June 25 2006.
been
of the Issuers
Claim
Holder
Craig A. and Nancy B. Copeland 1050 Glen Oaks Blvd
Pasadena
CA
91105
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-374
BIW-374
10000 2500 2500 2500 2500 2500 2500 2500 2500 2500 2500
2.500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-374
CSW-374 FNW-374
DBW-374
INW-374
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT VT VT
Japanese Services Korean Services
Inc. Inc. Inc.
MKW-374 VDW-374 ARW-374 CNW-374 DUW-374
FRW-374
2500
2.500
GEW-374
HSW-374 ITW-374 JPW-374
2500
2.500
2500
2.500
KOW-374
POW-374
Portuguese
Services
2500
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 6 of 46
VT02271
WARRANT ACCEPTANCE AND
Visitalk Capital 50th Corporation St. Suite 130
EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have
the
or in
A. September confirmed
Capitalized
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States Inc.
Agreement
Court
for
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 Plan Warrant
the
Plan
of visitalk.com and the Plan and
Visitalk.
had
The Undersigned
to
that
they have
their
Agreement
have
the opportunity
ask questions regarding
terms and
restrictions.
B.
Each
Issuer
is
required
under
the Plan
are
to
issue
certain in
warrants and
to
various
claimants accordance
categorized under
the Plan
the Plan Warrants.
Agreement.
Such
Plan
Warrants
defined
the Plan
governed
in
with the Plan Warrant
C. Delivery
The Undersigned Agreement
David
Andrew
Pendleton
to
hereby
tenders
this
Warrant
as
Acceptance
Issuer
and
as
is
Effective
the Acceptance
for
Agreement
Warrants
Visitalk
Capital
Corporation
to
an
and
the attached
Implementation hereby
elects to
Agent have
the other Issuers
their
and unless an executed
issued
in
Election form.
Certificate
Agreement
all
of
Plan
Book
Entry
D.
This
Acceptance
Agreement
this
has
been
duly
authorized has
by
all
necessary duly
action
on the
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance
and such
in
Agreement
is
been
executed
by an authorized
of the
or
this
of the
Undersigned
is
person
legal
officer
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
to
please
and
return
sign
BOTH
to
this
Acceptance
Agreement
and
also sign
the
Election check
Certificate
certificate
Agreement
issue
fee
attached forth
the
Plan Warrant Agreement
as Exhibit
along
with
for the
as
set
therein.
BY EXECUTION BELOW THE UNDERSIGNED ACKNOWLEDGES THAT THEY HAVE RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Warrant Holder Accepted and
Agreed
Issuer
Acceptance
WARRANT HOLDER
VISITALK
and
as
CAPITA
gent
ORATON
for
as
an
Issuer
Implem
the other
ssuers
Signatures
ill record
holders
should
sign
By
Its
..
/t/
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_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any
certify
written
instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the
___________________________
title
and
___________________________is
now
the
____________________________
title
name
officers set forth
further
certify
that
the
herein
or any and
one of them
Delivery
are
duly
authorized
by the Entity
further
to
execute the
and
carry
out the terms
of the
Warrant
Acceptance
Delivery obligation
Effective has
Agreement and
validly
and
certify
that
Warrant
Acceptance
and Effective and binding
Agreement of the
been
duly
executed
on behalf of the Entity
and constitutes
legal
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 385-13
Filed 07/25/2007
Page 7 of 46
VT022720
EXHIBIT
CLAIM HOLDER OWNERSHIP
below
valid the specific
SCHEDULE
named Claim Holder named herein
Delivery received
The
Plan
Warrants
specified executed
are only
if
or
proper
assignee
has
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Accertance
Capital Corporation as
Agreement
the agent
prior to
March 31 2006
later
and such agreement
April
been
of the Issuers no
than
15
2006.
Claim Holder
David
Andrew Pendleton
Investment Investment
in in in
Series Series Series
1225
East
Krista
Way
Investment
Tempe AZ
85284
Other Investments
$47048.40
Plan Allowed Plan Class
Claim
47048.40
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCW276
BIW-276
1356 1356 1356 1356
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-276
CSW-276 FNW-276 DBSIW-276 INW-276
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-276 VDW-276 ARW-276 CNW-276 DUW-276
FRW-276
1356 1356 1356 1356 1356 1356 1356 1356 1356 1356 1356
VT
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT VT
Korean Services
Inc. Inc.
GEW-276
HSW-276 ITW-276 JPW-276
KOW-276
POW-276
Portuguese
Services
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 385-13
Filed 07/25/2007
Page 8 of 46
VT02272
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
Warrant have
or the in
A. September confirmed
Capitalized
same meaning
the
as
defined Plan
ui the
warrant
agreement dated June
effective
17 2004 the Plan
by
the
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
the
United
States
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-1
3035-PIreviewed the opportunity
the
Plan
of visitak.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
Plan Warrant
to
Agreement
the Section
restrictions
Implementation documents.
Agreement
ask questions regarding
terms and
of
these
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan
of the
Wana
Such
to
various Warrants
claimants
are
categorized
in
under
Plan
in
such
claimants
meet the terms of Section
5.9
Plan.
Plan
defined
the Plan and
governed
accordance
with the Plan Warrant
Agreement.
C.
The Undersigned
and
as
Dobson
Delivery
Group Limited Partnership
Agreement the Execution
Issuers of
their 5.9
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
Issuer and
Effective
Agreement
unless an Warrants
Visitalk
Corporation
Certificate
as
an
the Implementation
is
Agent
elects
for to
the other
and
Plan
executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
the
all
Book
Entry
form.
Finally the
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
and
if
necessary and
in
Execution person
is
Agreement
legal
its
has
been duly executed
by an authorized Undersigned
or representative Execution
of the Undersigned
is
such
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 HoIer and
Issuer
Accepted
Agrd
Acceptance
CLAIM
LDER
VISITALK
and
as
CAPITAL
COR
RATON
as
an
Issuer
Signatures
Date
/z4
all record
holders
should
sign
By
Its
Michael President
Williams
2006
Date
// Z_7
2006
CERTIFICATE OF AUTHORIZATION
to be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
O6v
name
of
ot
trust partnership and existing under
cC4.
or other
virtue
EntitY
of the
State
is
L4
entity
company
and
form of entity
organized
by
of the laws
of________
state and
type
is
and
its
tax
ID number
8Q
further
051
tax
that
C1
ID or SS
the execute and
further
and
it
Is
currently
in
good
standing
its
charter
federal
in full
force
and
effect.
certify
oSoi
title deliver any
certify
and/or
the
ro
title necessary
c.
o5oY\
is
are
fully to
authorized effectuate
and
empowered
to
make
and
all
written instruments
e-
or
proper
the authority hereby
conferred.
that
now
the
arid
Vtr So
name
herein or any one of
iis
them
and Effective
now
the title
rst/
by the Entity and
to
title
further certify that
the
officers
set
forth
are duly
authorized
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
Delivery hIs
Agreement
uly
certify
the Execution
Warrant
Acceptance
legal
Effective
Agreement
of the
been
and a1id1y
executed
on behalf
of the Entity and
constitutes
and binding
En.
Dated
this
2.
day
of
2OO
Signature of
certi
j_____
officer
Must
not
be signed
by officer
authorized
to
act
5r-474V7
Title
of
certifying
ofcer
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 9 of 46
VT022 722
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
Limited Partnership
Dobson Group
Vinson C. Dobson 2820
S.
Alma School
Rd
Suite
B-5
Chandler.
AZ
85248
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-397
BIW-397
10000 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-397
CSW-397 FNW-397
DBW-397
INW-397
VT VT
International
Corp.
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-397 VDW-397 ARW-397 CNW-397 DUW-397
FRW-397
2500 2500 2500 2500 2500 2500
2.500
GEW-397
HSW-397 ITW-397 JPW-397
KOW-397
POW-397
2500
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 10 of 46
VT022723
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
the
same meaning Second
as
defined
in
the warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
or in the
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various claimants
are
categorized
in the
under and
Plan
iii
such
claimants with
mect
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
Plan
Agreement.
C. Effective
The Undersigned
Delivery
Douglas
Charles Fer2uson
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
Certificate as
Acceptance
an Issuer
is
and
as
Agreement
for
the Execution and
Agreement
issued
Capital
to
and
the
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed
in
Election Entry
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
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 has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Agreement
legal
its
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
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. CORPORATION VISITALK CAPITAL AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAiNED HEREIN IN WITH ITS OBLIGATIONS.
COMPLY
Issuer
Claim
and
Agreed
Acceptance
VISITALK
and
as
CAPiTAL
CO
ent
fo
RATON
as
an
issuer
implementation
the other Issuers
sign
By
Its
MichaelS.
President
Willims Date
v/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
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and federal
tax that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the
in full
force
and
effect.
further
certify
________________________
title and
further
and/or
the
________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
deliver
any
and
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
certif
that
_______________________________
now
is
name
the title further certif carry
that
and
is
now
the title
name
officers set forth
the
herein
or
any
one of them
and
are
duly
authorized
by the Entity
and
to
execute
further
and
that
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certif
the Execution of the Entity
Warrant and
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly executed
on
behalf
constitutes
Dated
this
______
day of
200_. Signature of
certiflying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifjing
officer
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 11 of 46
VT022 724
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
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim
Holder
Charles
Douglas 8694
Ferguson Blvd 95624
Elk Grove
Elk Grove
CA
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-41 BIW-41
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-41
CSW-41 FNW-41
DBW-411
INW-41
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-411 VDW-41 ARW-41 CNW-41 DUW-4 11
FRW-411
GEW-4
ITW-41 JPW-4
11
HSW-411
11 11
500 500 500
KOW-4
POW-411
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 385-13
Filed 07/25/2007
Page 12 of 46
VT022725
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
the
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
September 17
confirmed
2004
Agreement
Court
for
or in
Second
Joint
Plan of Reorganization
related that to
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation documents.
Agreement
the opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer
is
required
if such
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various claimants
categorized
in
under and
the Plan
in
claimants with
meet the terms of Section
the Plan Warrant
5.9
Such
Plan
Wanants
are
defined
the Plan
governed
accordance
Agreement.
C. Effective
The
Undersigned
Gamma
--
V-T
Investors
LP
hereby
to
tenders
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
is
and
as
Delivery
Agreement
for
the Execution and
Agreement
issued
in
Visitalk
Capital
to
an
and
the
Implementation
also
hereby
all
elects
Agent to have
the other Issuers
all
unless an executed
Election Entry
Agreement
the
attached
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
authorized
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
LjO
Issuer
Acceptance
CLAIM HOLDER
Yi-1441-
1LI7
holders
VISITALK
CAPIT
j1
Si
atures all
recrd
should
sign
DateC.
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Ai1
name
of
jt
trust partners and
ip
Lf
of entity
of the
State
EntiW
of_________ state
company
and
or other fdrm
is
ij1
entity
organized
existing under
by
virtue
of the laws
type
is
and
its
tax
ID number
23
further
3OL7
federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the
11. and/or the 41i title and written
in full
force
and
effect.
certify
L1e4ar 1JI vr
title and
further
are
fully to
authorized effectuate
and
empowered
to
make
execute
deliver any
certify
insuets
necessary
or
proper
the authority hereby
conferred.
that
/4L..
ri
now
is
the
ns4 Astr\l
title
certify that
and
A\c
herein or
J/Afl name
any one of them
and
are
cj
4tltle
to
further
the
officers
set
forth
duly
authorized
by the Entity and
execute
further
and
that
carry
out the terms of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
duly and
certify
the Execution of the Entity
Warrant
and
Acceptance
legal
Effective
Agreement
of the
be
validly executed
on behalf
constitutes
and binding
ity.
Dated
this
_____
day of
41
200.
Signature of
certifying officer
Must
not
be
L/
ned
officer
by officer authorized
to
act
fJc
Lt1
Title
of
certifying
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 13 of 46
VT022 726
CLAIM HOLDER
The Warrants below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006 no
later
and such agreement
than
been
Corporation as the agent
of the Issuers
June 25 2006.
Claim Holder
Gamma
555
--
V-T
Investors
LP
Christopher
Nuneviller
CAO
111
Croton Road Suite
King of Prussia
PA
19406
Plan Allowed Plan Class
Claim
$1725000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-426
BIW-426
345000 86250 86250 86250 86250 86250 86250 86250 86250 86250 86250
86.250 86.250
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-426
CSW-426 FNW-426
DBW-426
INW-426
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-426 VDW-426 ARW-426 CNW-426 DUW-426
FRW-426
GEW-426
HSW-426 ITW-426 JPW-426
86250 86250 86250 86250 86250 86250
KOW-426
POW-426
Warrant
and one
Unit
consists
of
consist
of
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 14 of 46
VT022727
EXECUTION WARRANT
Visitalk Capital 50th Corporation Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647 Phoenix
S.
St.
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States hic.
A. September confirmed
Capitalized
have
or
the
in
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
for
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
00-13035-PHX-RTB
and had reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask questions regarding
the terms and
of these
B.
Each
Issuer
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various Warrants
claimants
are
categorized
in
under and
the Plan
in
such
claimants with
meet the terms of Section
the
5.9
Such
Plan
defined
the Plan
governed
accordance
Plan
Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Gordon Deckelbaum Agreement
Issuers Plan the other
all
hereby
to
tenders
this
Execution
Corporation
to
Warrant
as
Acceptance
Issuer and
as
and the
is
Effective
the Execution
for
Visitallc
Capital
an
Implementation
also
Agent
elects to
and
unless an executed issued
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
of
their 5.9
Warrants
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized
by
all
necessary
action
on the part of the Undersigned
officer
and
is
if
necessary
Execution person
is
Agreement
legal
its
has
been duly executed
by an authorized Undersigned
or representative Execution
of the
Undersigned
enforceable
and such
in
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
should
sign
By
Wil1ms Date __________ 2006
Date
AAfl.
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
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
by
of the laws
of
type
is
state
__________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _______________________ title and
all
in full
force
and
effect.
further
certify
are
ftilly
authorized
to
and
empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
effectuate
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the
___________________________
title
and
__________________________is
now
the
____________________________
title
name
officers set forth
frirther
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 and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
and
certify
the Execution of the Entity
Warrant
and
Acceptance
legal
Effective binding
been duly
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 385-13
Filed 07/25/2007
Page 15 of 46
VT022728
CLAtM HOLDER
The Warrants below
an
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee
has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Gordon 6051
Holder
Deckelbaum
Dr.
N. Ocean
PH-S
Hollywood FL 33019
Plan Allowed Plan Class
Claim
150000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-387
BIW-387
30000 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500
VT VT
Billing
Services
Business Products
BUW-387
CS W-3
87
VT Consumer Services VT Financial Services
FNW-387
Dynamic Biometric Systems
DBW-387
INW-387
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-387 VDW-387 ARW-387 CNW-387 DUW-387
FRW-387
GEW-387
HSW-387 ITW-387 JPW-387
KOW-387
POW-387
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 385-13
Filed 07/25/2007
Page 16 of 46
VT022729
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed hereth
have the
A. September confirmed
Capitalized
same meanthg
the
as
defined
th
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
for
or in
Second
Jotht
Plan of Reorganization
related to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
3035-PHIX-RTB
reviewed
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
and had
Agreement
the
the Section
restrictions
Implementation documents.
Agreement
the opportunity
ask questions regardthg the terms and
of these
B.
Each
Issuer
is
required
if such
under
the Plan
to
issue the
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
th
under and
the Plan
th
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Gregory Allen
Ray
and
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
Issuer
and Effective
as
the Execution
for
Agreement
Plan Warrants
Visitalk
Capital
an
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
of
their 5.9
Book
form.
Fthally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
on the
officer
of the
Undersigned
of the
and
is
if
necessary and
in
been duly authorized by all necessary action has been duly executed an authorized Agreement by
has
legal
its
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
Undersigned
and
this
Agreement
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND 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
as
an
Issuer
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
and
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ________________ title
all
in
ftill
force
and
effect.
fUrther
certif5i
are
ftilly
authorized
to
and
empowered
to
make
execute
and
further
deliver
any and
that
written instruments
necessary
or
proper
effectuate
the authority hereby
conferred.
certify
_______________________________
now
is
name
the title
fbrther certify that
and
is
now
the title
name
officers set forth
the
herein
or any
one of them
and
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly
certify
the Execution
Warrant
Acceptance
legal
Effective
Agreement
of the
Entity.
and validly executed
on behalf
of the Entity and
constitutes
and bthding
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 385-13
Filed 07/25/2007
Page 17 of 46
VT022 730
CLAIM HOLDER SCHEDULE
The Warrants below
valid the specific
Plan
specified
are only
if
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitak Capita
Execution
Corporation
Agreement
as the agent
prior
June
15 2006
later
such agreement June 25 2006.
been
of the Issuers no
Claim
Holder
Gregory Allen Ray 1964
Shields
Lane
Mt Pleaseant SC 29466
Plan Allowed Plan Class
Claim
16000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-592
BIW-592
3200
800 800 800 800 800 800 800 800 800 800 800 800 800 800 800 800 800 800
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-592
CSW-592 FNW-592
DBW-592
INW-592
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 Itaian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-592 VDW-592 ARW-592 CNW-592 DUW-592
FRW-592 GEW-592 HSW-592 ITW-592 JPW-592
KOW-592
POW-592
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 385-13
Filed 07/25/2007
Page 18 of 46
VT02273
EXECUTION WARRANT
Visitalk Capital 50th Corporation 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
the in
same meaning
the
as
defmed
Plan
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
or
Second
Joint
of Reorganization
to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
related that
Case No.
00-13035-PIand had reviewed
the
the
Plan
of visitalk.com
Inc. the the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
Plan Warrant
to
Agreement
regarding
the Section
restrictions
Implementation
Agreement
opportunity
ask questions
terms and
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 under
in
Plan
in
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
and
governed
accordance
Plan
Agreement.
C.
The Undersigned
and
as
is
Jeffrey Delivery
and
Abigail
Wasserman
the Execution
JTWROS
and
Plan
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
Issuer
Effective
Agreement Agent
elects for to
Agreement
Warrants
Capital
to
Corporation
Certificate
an
and
the Implementation attached
also
the other Issuers have
the
all
unless an executed issued
in
Election
Agreement
Execution
hereby
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part
undersigned
the
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of
Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
enforceable
such
officer
or representative
of the
and
this
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UTh1DERSIGNED 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 IN WITH ITS OBLIGATIONS.
COMPLY
Issuer
Claim Holder Accepted
and
Agreed
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Imp
ate
Sture ll record holders // / 2006
should
sign
1/
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an
Entity
hereby
certif
that
Entity name
of company trust partnership
and existing under and by or other
virtue
form of entity
of the
State
is
___________________
entity
organized
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
ftill
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
and title
is
now
the title
name
officers set forth
further
certifj
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 and
Acceptance
Delivery obligation
Effective
Delivery has
Agreement
certif
the Execution
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
been duly
and validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day of
200_.
_____________________________________________
Signature of certifing signed
officer
Must
not be
by officer
authorized
to
act
Title
of
certifiing
officer
Case 2:02-cv-02405-HRH
Document 385-13
Filed 07/25/2007
Page 19 of 46
VT022 732
CLAIM HOLDER SCHEDULE
valid the specific
The
Plan
Warrants
specified
below
are only
if
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Holder
Jeffrey
and
Abigail
Wasserman JTWROS
30
Macleay
Rd NJ 07045
Monville
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-690
BIW-690
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-690
CSW-690 FNW-690
DBW-690
INW-690
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-690 VDW-690 ARW-690 CNW-690 DUW-690
FRW-690
GEW-690
HSW-690 ITW-690 JPW-690
KOW-690
POW-690
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 385-13
Filed 07/25/2007
Page 20 of 46
VT022 733
EXECUTtON WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELtVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan
States the in
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
2004 by
the
Warrant
Agreement
Court
or
Second
Joint
Plan of Reorganization
related to
22 2004
United
Bankruptcy
for the
District
of Arizona represents
Case
No. 00-3035-PHX-RTB
and had reviewed
the the
the
Plan
of visitalk.com
Jic. the the
Visitalk. Plan
The Undersigned
5.9
that
they have
received and have
Plan Warrant
to
Agreement
the Section
restrictions
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
of
these
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue the
certain
warrants
categorized
in the
under
Plan
such
claimants with
meet
the
terms of Section
5.9
to various claimants the Plan Warrants Such Plan Warrants of the Plan. are defined
Plan and
governed
in
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Joel
F.
Hansen
hereby
tenders
to
this
Execution Warrant
Corporation
to
Acceptance
as
and and
Effective
as
the Execution
for
Agreement
and
Plan Warrants
Visitalk
Capital
an
Issuer
the
is
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects the
have
of
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
terms
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly authorized
has
by
all
necessary
action
on the
officer
of the
Undersigned
of
the
and
if
necessary
Execution person
is
Agreement
legal
its
been
duly
executed
by
an
authorized
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the 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
CAPITAL
CORPORATON
as
an
Issuer
other Issuers
all
record
holders
should
sign
ignatus
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entitv
hereby
certify
that
Entity name
of
company
and
trust partnership
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
and by
of the laws
of
type
is
state
___________________________________ federal tax
that
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
cha