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
have
the
A. September confirmed
Capitalized
same meaning Second
as
defined
in the
warrant
agreement dated June
effective
17
by
2004 the Plan Warrant
the
Agreement
Court
for
or in the
Joint
Plan of Reorganization
related that to
222004
United
States
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
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 Warrants
claimants
are
categorized
in the
under and
Plan
in
such
claimants with
meet
terms of Section Warrant
5.9
Such
Plan
defined
Plan
governed
accordance
the Plan
Agreement.
C.
The Undersigned
and
as
Anthony
Delivery
M.
Anthony
P.
Cavallo
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
Issuer and
Effective
Agreement Agent
elects for to
the Execution
Agreement
Warrants
Visitalk
Corporation
Certificate
as
an
the Implementation
is
the other Issuers have
the
all
and
Plan
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
of
their 5.9
Book
Entiy
form.
Fthally
the
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 and
in
Execution person
is
Agreement
legal
its
has
been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
such
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE 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
RATON
for
as
an
Issuer
the other Issuers
Signatures
Jrecord
holders
should
sign Date
Date
2006
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certilS
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
the
is
___________________
entity
organized
and existing under
by
of
laws
of the
State
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title and
all
in full
force
and
effect.
further
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 of
herein
or any
one
of
them
are
duly
authorized
by the Entity
to
execute
further
and
that
out the terms
the
Execution
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
and
certify
the Execution
Warrant
Acceptance
legal
Effective
validly executed
on behalf
of the Entity and
constitutes
and binding
Dated
this
______
day
of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 1 of 44
VT022670
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agfeement
as the agent
prior
June 15 2006 no
later
such agreement June 252006.
been
of the Issuers
than
Claim Holder
Anthony 6190
M.
Anthony
P.
Cavallo
Freds
Oak Rd
Fairfax
Station
VA
22039-1686
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc.
VCW-361
BIW-36l BUW-361 CSW-36 FNW-361
Inc.
2000
500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500
VT
Billing
Services
VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
DBW-361 INW-361
VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
MKW-361 VDW-361
ARW-361
Services
Arabic Services Chinese Dutch French Services
VT
VT
Inc.
CNW-36 DUW-361
FRW-361 GEW-361 HSW-361 ITW-361 JPW-361
Services Services
Inc. Inc. Inc. Inc.
VT VT
VT VT
German Services
Hispanos
Italian
Services
Inc.
Services
VT
VT VT
Japanese Services Korean Services
Inc.
Inc. Inc.
Portuguese
Services
KOW-36 POW-36
Warrant
and one
Unit
consists
of
consist
of
one
Wanant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 2 of 44
VT022671
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan Warrant
States the
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17
2004
Agreement
Court
for
or
in
Second
Joint
Plan of Reorganization
related to
by the United
Bankruptcy
the
District
of Arizona represents
Case No. 00-1303
received and have and
22 2004 5-PHX-RTB
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the the
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
reviewed
the
Agreement
Implementation documents.
Agreement
had
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
in
such
claimants with
meet
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
accordance
the Plan
Agreement.
C.
The Undersigned
and
as
Arnold
Delivery
and
Nina
Wasserman
JTWROS
and
Plan
hereby
to
tenders
Visitalk
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
Effective
Agreement Agent
elects for to
the Execution
Agreement
Warrants
Capital
to
an
and
the Implementation
is
the other Issuers
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has
been duly authorized
has been duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
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
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 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 ONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
im
ptcd
and
Agreed
Issuer
Acceptance
LA
VISITALK
CAPITAL
CORPORATON
as
an
Issuer
_jj
Signature Date
and
ft
as
ImIemen
the other
Issuers
-______________________________
lii
ajijcord 2006
holders should
sign
By
Its
IYJiihaeI
S.
Williams
President
Date
72006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
__________________________________________________________________________
Entity
of the
State
name
is
of
company
and
trust partnership
or other
virtue
form of entity
of
___________________
entity
organized
existing under
and by
of the laws
type
is
state ________________________________ tax ID or SS federal
further
and
its
tax
ID number
and
it
is
currently
in
good
standing
and
its
charter
in full
force
and
effect.
cenii
that
the
______________________________ title
and/or
the
_______________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any
certif5v
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the
___________________________
title
and __________________________is
now
the
____________________________
title
name
officers set forth
further
certif
that
the
herein
carry
out the terms
of the Execution
Warrant
any one of them are duly authorized by the Entity to execute and Acceptance and Effective Delivery Agreement and certify further that
or Delivery obligation
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
has
been
duly
and validly executed
on
behalf
constitutes
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not be
signed
by officer authoriied
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 3 of 44
VT022672
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
an
to
are only
valid
if
the specific
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
ClainiHoider Arnold and Nina
Wasserman JTWROS
Brookwood Drive W. Caldwell NJ 07006
Plan Allowed Plan Class
Claim
120000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-6
88
24000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000 6000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BIW-688
BUW-688
CSW-688 FNW-688
DBW-688
INW-688
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 Korean Services
Inc.
MKW-688 VDW-688 ARW-688 CNW-688 DUW-688
FRW-688
GEW-688
HSW-688 ITW-688 JPW-688
Services
Inc. Inc.
KOW-688
POW-688
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 385-12
Filed 07/25/2007
Page 4 of 44
VT022673
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have the
A. September confirmed
Capitalized
17
2004 the Plan Warrant
States
Agreement
Court
for
or in the
same meaning as defined in the warrant agreement Second Joint Plan of Reorganization dated June
of Arizona represents
related that to
effective
22 2004
the
by the United
Bankruptcy
the
District
Case No.
00-13035-PIX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
the
the
Implementation documents.
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Jssuer the
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
Plan
in
such
claimants
meet
terms of Section Warrant
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
with the Plan
Agreement.
C.
The Undersigned Agreement
Barbara Fernebok
hereby
to
tenders
this
Execution Warrant
Corporation
to as
Acceptance
issuer and
and
as
Effective
Delivery
the Execution
for
Agreement
Issuers Plan
Visitalk
Capital
an
the
is
Implementation
also
Agent
to
the other
all
and
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
elects
have
the
of
their 5.9
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D.
This
part or
undersigned
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the Undersigned
of the
and
is
if
necessary and
in
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
representative
Undersigned
enforceable
such
officer
or representative
of the
and
this
Execution
Agreement
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
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 IMPLEMENTATION AGREEMENT AND 5.9 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
aiid as
CAPITAL
CORPORATON
as
an
issuer
ignaturestll
record
holders
should
sign
By Michal
Its
S.
Williams
Date/
2006
President
Date77
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 form
virtue
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
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
and ____________________________is
now
the
_____________________________
title
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 and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
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 be
certifying officer
Must
not
signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 5 of 44
VT022674
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant
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
Barbara Fernebok 6931
Arlington
Rd
410
Bethesda
MD
20814
Plan Allowed Plan Class
Claim
50000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-412
BIW-412
10000 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-412
CSW-412 FNW-412
DBW-412
INW-412
VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch Services
Inc.
VT
Services
Inc.
MKW-412 VDW-412 ARW-412 CNW-412 DUW-412
FRW-412
2500 2500 2500 2500 2500 2500 2500
2.500 2.500
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-412
HSW-412 ITW-412
JPW-4U KOW-412
POW-412
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 385-12
Filed 07/25/2007
Page 6 of 44
VT022675
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan Warrant
States
A.
Capitalized
have
the
in
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
or the
Second
Joint
of Reorganization
to
by the United
Bankruptcy
District
of Arizona represents
related that
Case No.
00-1
22 2004 3035-PHX-RTB
reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Agreement
Implementation
Agreement
the opportunity
ask questions regarding
the terms and
restrictions
of these documents.
B.
Each
Issuer the
is
required
if
under
the Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
Plan
in
such
claimants with
meet the terms of Section
the Plan Warrant
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
Agreement.
C. Delivery
The Undersigned Agreement
Craig Schatten
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and Effective
and
as
the Execution
for
Agreement
Issuers Plan
Visitalk
Capital
Corporation
to
an
Issuer
the
is
Implementation
also
Agent
elects to
the other
all
and
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
of
their 5.9
Warrants
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been
duly
authorized duly
by
all
necessary by an
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
has
been
executed
authorized
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION ACKNOWLEDGE THAT THEY HAVE EXECUTED AND AGREEMENT AND
RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CAPITAL
Signatui all record holders shou1tgll Date 2006 ___________
CERTIFICATE OF AUTHORIZATION
to
be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certif
that
Entity name
of
company
and
trust partnership
or other
virtue
form of entity
of the
State
is
____________________
entity
organized
existing under
and by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title andlor the ________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or
any one of them
are
duly
authorized
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
by the Entity to execute Agreement and certify further and validly executed
on
and
that
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and binding
been
duly
behalf
constitutes
Dated
this
_____
day
of
200.
_____________________________________
Signature
of
certifying
officer
Must
not
be signed
by officer authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 7 of 44
VT022676
CLAIM HOLDER
The Plan
proper
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Warrants
specified
below
are only
valid
if
the specific
or
assignee
has
executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June
15 2006
no
later
such agreement June
been
Corporation as the agent
of the Issuers
25
2006.
Claim Holder
Craig Schatten 401 Hackensack Ave.
Hackensack
NJ 07601
Plan Allowed Plan Class
Claim
7500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-625
BIW-625
1500
375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375 375
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-625
CSW-625 FNW-625
DBW-625
INW-625
VT International Corp. VT Marketing Services Inc. VT Video Services Inc. VT Arabic Services Inc. VT Chinese Services Inc. VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-625 VDW-625 ARW-625 CNW-625 DUW-625
FRW-625
GEW-625
HSW-625 ITW-625 JPW-625
KOW-625
POW-625
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 8 of 44
VT022677
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein have the Plan Warrant
States Inc. the the
A. September confirmed
Capitalized
the
in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Agreement
Court
for
or
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
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
and had
Plan Wan-ant
to
Agreement
Implementation
Agreement
the 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 Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in
under and
the Plan
in
such
claimants
meet
terms of Section
5.9
Such
Plan Warrants
defined
the Plan
governed
accordance
with the Plan Warrant
Agreement.
C. Delivery
The
Undersigned
Dr.
Steve
Hansen
and
hereby
to
tenders
Visitalk
this
Execution Warrant
Corporation
to as
Acceptance
an Issuer
and
as
Effective the
is
Agreement
the Execution
for
Agreement
Plan Warrants
Capital
and
Implementation
also
Agent
to
the other Issuers
all
unless an issued
executed
in
Election Entry
Certificate
Agreement
attached
hereby
all
elects the
have
of
their 5.9
Book
form.
Finally the Execution
Agreement
accepts
terms of the Section
Implementation
Agreement.
D. on the
This
part
undersigned
represents
that
the Execution
this
Agreement
has
been duly authorized
has been duly
by
all
necessary
action
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
executed
by an
authorized
officer
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Agreement
enforceable
accordance
with
terms.
E.
If
physica
delivery
of the also sign
Plan Warrant and
along return with
certificates
is
desired
please
sign
and
return
BOTH
therein.
this
Execution
Agreement
and
the
Election
for the
to
Certificate
Agreement
set
attached
to the
Plan
Warrant Agreement
as Exhibit
check
certificate
issue fee as
forth
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim and
Agreed
Issuer
Acceptance
CLAIM
VISITALK
and
as
CAPITA
ORATON
as
an
Issuer
M4wl
Date 2006
Its
\Ti1Im
Date
President
72006
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 form
virtue
of entity of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state
and federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title and/or the ______________________ title and
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver any
certify
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_______________________________
now
is
name
the title
further certify that
and
is
now
the title
name
officers set forth
the
herein
or any
one
of
them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant Acceptance
and and Effective binding Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
been
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 385-12
Filed 07/25/2007
Page 9 of 44
VT022678
CLAIM HOLDER SCHEDULE
The below
Plan
Warrants
specified
are only
valid
if
the specific
named Claim Holder named herein
and Effective
has Delivery received
or
proper
assignee has executed
an Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder
Dr. Steve Carl
Hansen
F.
Attn. 4723
Petersen.
Inc.
as
POA
W. Waltann
Lane
Glendale
AZ
85306
Plan Allowed Plan Class
Claim
26000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc.
VCW-442
BIW-442
5200 1300 1300 1300 1300 1300 1300
1.300 1.300 1.300
VT
Billing
Services
VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-442
CSW-442 FNW-442
DBW-442
INW-442
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-442 VDW-442 ARW-442 CNW-442 DUW-442
FRW-442
1300 1300 1300
1.300 1.300 1.300
GEW-442
HSW-442 ITW-442 JPW-442
1300 1300
1.300
KOW-442
POW-442
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 385-12
Filed 07/25/2007
Page 10 of 44
VT022679
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
have
or the in
A. September confu-med
Capitalized
same meaning
the
as
defined Plan
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States
Agreement
Court
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-PHX-RTB
reviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
The Undersigned
5.9
they have
received and have
and had
Agreement
the Section
restrictions
Implementation documents.
Agreement
ask questions regarding
the terms and
of these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
the Plan Warrants
of
the Plan.
to
various Warrants
claimants
are
categorized
in
under and
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defined
the Plan
governed
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Frank M. Topinka Agreement
and
Plan the other Issuers
all
hereby
to
tenders
this
Execution Warrant Corporation
to as
Acceptance
Issuer and
and Effective
as
the Execution
for
Visitalk
Capital
an
the
is
Implementation
also
Agent
elects to
unless an issued
executed
in
Election Entry
Certificate
Agreement
the Execution
attached
hereby
all
have
of
their 5.9
Warrants
Book
form.
Finally
Agreement
accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been
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
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND
RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
CANT
Signatures
record
holders
should
sign
Date
pr ii
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certiQv
that
Entity name
of
company
and
trust partnership and
or other
virtue
form
of entity of the
State
is
___________________
entity
organized
existing under
by
of the laws
of
type
is
state and
federal tax
that
it
and
its
tax
ID number
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title and
all
in full
force
and
effect.
fUrther
certiQt
are
frilly
authorized effectuate
and
empowered
to
make
execute
and
further
deliver any certif
written
instruments
necessary
or
proper
to
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
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
Acceptance
legal
and Effective and binding
Agreement
of the
Entity.
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 385-12
Filed 07/25/2007
Page 11 of 44
VT022680
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
Plan
Warrants
specified executed
are only
valid
if
the specific
or
proper
assignee
has
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement June
been
of the Issuers
25
2006.
Claim Frank
Holder M. Topinka Farm Rd.
177 Forsythe Northbridge
MA
01534
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-666
BIW-666
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
BUW-666
CSW-666 FNW-666
Inc.
Systems
DBW-666
INW-666
VT VT VT VT VT
International
Corp.
Marketing Video
Services
Inc. Inc.
Inc.
Services
Arabic Services Chinese Dutch French Services
Inc.
VT VT VT VT VT
VT VT VT
Services Services
Inc. Inc. Inc. Inc.
MKW-666 VDW-666 ARW-666 CNW-666 DUW-666
FRW-666
German Services
Hispanos
Italian
GEW-666
HSW-666 ITW-666 JPW-666
Services
Inc.
Services
Japanese Services Korean Services
Inc.
Inc. Inc.
KOW-666
POW-666
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 385-12
Filed 07/25/2007
Page 12 of 44
VT022681
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
S.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein
have
or the in
A.
Capitalized
same meaning
the
as
defined Plan
in the
warrant
agreement dated June
effective
September 172004 the Plan Warrant
confirmed by the United
States
Agreement
Court
for
Second
Joint
of Reorganization
to
Bankruptcy
the
District
of Arizona represents
related that
Case
No.
00-1303 and had
222004 5-PHX-RTB
the
the
Plan
of visitalk.com
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
reviewed
Plan Warrant
to
Agreement
the
the
Implementation documents.
Agreement
the 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 Warrants
claimants
are
categorized
in
under and
Plan
such
claimants
vvith
meet
the
terms of Section Warrant
5.9
Such
Plan
defined
the Plan
governed
in
accordance
Plan
Agreement.
C.
The Undersigned and
Effective
Gary and
Delivery
Helaine Wasserman
JTWROS
and
Plan
hereby
to
tenders Visitalk
this
Execution Warrant
Corporation
Certificate as
Acceptance
Issuer
Agreement Agent
elects for to
the Execution
Agreement
Warrants
Capital
to
an
and as the Implementation
is
the other Issuers
unless an executed issued
in
Election
Agreement
Execution
attached
also
hereby
all
have
all
of
their 5.9
Book
Entry
form.
Finally
the
Agreement accepts
the terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been
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
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
JON
as
an
Issuer
1mph
Sigturs
Date
all
Its
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
form
of entity
is
__________________
entity
organized
and existing under
by virtue of the laws
of the
State
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
in full
force
and
effect.
further
certify
________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver
any and
that
all
written
instruments
necessary
or
proper
the authority hereby
conferred.
further
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
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 been
Agreement
duly and
certify
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
certifying officer
Must
not be
signed
by officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 13 of 44
VT022682
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006 no
later
such agreement
June
been
of the Issuers
25
2006.
Claim Gary 781
Holder
and
Helaine
Wasserman JTWROS
Hyslip Ave
Westfield
NJ 07090
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-689
BIW-689
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
BUW-689
CSW-689 FNW-689
Inc.
Systems
DBW-689
INW-689
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-689 VDW-689 ARW-689 CNW-689 DUW-689
FRW-689
GEW-689
HSW-689 ITW-689 JPW-689
KOW-689
POW-689
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 385-12
Filed 07/25/2007
Page 14 of 44
VT022683
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein
have
or
A. September confirmed
Capitalized
the
same meaning Second
Joint
as
defmed
Plan
in the
warrant agreement dated 00-1303 and had June
effective
17
2004 the Plan Warrant
States inc.
Agreement
Court
for
in the
of Reorganization
to
by the United
Bankruptcy
the
District
of Arizona represents
related that
Case No.
5-PIreviewed
22 2004
the
the
Plan
to
of visitalk.com Warrant
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
the
the
Implementation documents.
Agreement
the 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
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan Warrants
defined
Plan
governed
in
accordance
Plan
Agreement.
C. Effective
The Undersigned
Deliveiy
Joseph
M.
and
Tina Sandri
hereby
to
tenders Visitalk
this
Execution Warrant Corporation
Certificate as
Acceptance
an Issuer
is
and
as
Agreement
for
the Execution and
Agreement
unless an issued
in
Capital
to
and
the
Implementation
also
Agent
elects to
the other Issuers
all
executed
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
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has been
executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION ACKNOWLEDGE THAT THEY HAVE EXECUTED AND AGREEMENT AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
By Micha1
Its
S.
Williams
President
Date/
2006
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other form
virtue
of entity
is
____________________
entity
organized
and existing under
by
of the laws
of the
State
of_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID 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
that
and ____________________________is
now
the
_____________________________
title
name
officers set forth
further
certify
the
herein
or
any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
the terms carry out the Execution of the Entity
of the Execution
Warrant
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
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 385-12
Filed 07/25/2007
Page 15 of 44
VT022684
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
Joseph M. and Tina Sandri 9104
Silver
Alton Parkway Springs
MD
20910
Plan Allowed Plan Class
Claim
10000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-620
BIW-620
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
BUW-620
CSW-620 FNW-620
Inc.
Systems
DBW-620
INW-620
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-620 VDW-620 ARW-620 CNW-620 DUW-620
FRW-620
GEW-620
HSW-620 ITW-620 JPW-620
KOW-620
POW-620
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 385-12
Filed 07/25/2007
Page 16 of 44
VT022685
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 defmed 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
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
Inc.
Visitalk. Plan
the
The Undersigned
Section
5.9
they have
received and have
Agreement
the
the
Implementation documents.
Agreement
the opportunity
ask questions regarding
terms and
restrictions
of these
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various claimants Warrants
are
categorized under
in
Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan
defined
the Plan and
governed
accordance
with the Plan Warrant
Agreement.
C. Effective
The Undersigned
Delivery
Kay M. Gleason
the Execution
the other Issuers
all
Trust
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
as
and
as
Agreement
for
Agreement
unless an issued
in
Visitalk
Corporation
Certificate
an
Issuer and
is
the
Implementation
also
hereby
all
elects the
Agent to have
and
executed
Election Entry
Agreement
the
attached
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
terms of the Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
and
if
necessary and
in
Execution person
is
Agreement
legal
its
has been
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 HEPEIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL CO TON as an Issuer Implementatiiii.e other Issuers
Signatur
all
record
holders
should
sign
By
Its
Michael President
S.illiams Date 7-
DateL-/
2006
-72006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are being
accepted
by an Entity
hereby
certify
that
/rs
namdof company
organized and trust partnership and or other
virtue
Entity
of the
State
form of entity
is
7I5/
entity
existing under
.7
by
of the laws
of________
state
and charter
type
is
._
and
its
tax
ID number
ofederal tax
that
and
or
it
is
currently
in
good
standing
its
ID
SS
in
full
force
and
effect.
further
certify
the
iC
and
further
/9.
title
Ie_2SP1an-tiie
any and
that
all
-r6/E
title
Q_
or
.a-fully proper
to
authorized effectuate
and
empowered
to
make
execute
deliver
wrten iistrumnt
/-f
the authority hereby
conferred.
certify
the
___
title
certify that
and
7ncw
name
herein or
-i5t now
necessav
is
the____
____
title the Entity and
to
___ ___
execute
further
further
the
officers
set
forth
any one of them
and
-duly
authorized
by
and
that
carry
out the terms
of the Execution
Warrant and and
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant
Acceptance
legal
Effective binding
Agreement
of the
Entity.
validly
executed
on behalf
and
constitutes
Dated
this
day
of
4I
200k
Signt1Iif
MusIiiot
be
certifying officer
7LS
signed of
certifying
by officer authorized
to
act
Title
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 17 of 44
VT022686
CLAIM HOLDER
The below
SCHEDULE
named Claim Holder named herein
and
Effective has Delivery received
Plan
Warrants
specified
are only
valid
if
the specific
or
proper
assignee has executed
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Agreement
prior
June 15 2006
later
and such agreement
than
been
Corporation as the agent
of the Issuers no
June 25 2006.
Claim
Holder
Trust
Kay M. Gleason
54424
C/O Kay M. Gleason
Franklin
TTEE
Dr
Shelby Township
MI 48316
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-43
BIW-432
4000
1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-432
CSW-432 FNW-432
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
DBW-432
INW-432
VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese
Services
Inc. Inc.
Inc.
Services Services
VT
Services
Inc.
VT Dutch Services Inc. VT French Services Inc. VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT Japanese Services Inc. VT Korean Services Inc. VT Portuguese Services Inc.
MKW-432 VDW-432 ARW-432 CNW-432 DUW-432
FRW-432
GEW-432
HSW-432 ITW-432 JPW-432
KOW-432
POW-432
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 385-12
Filed 07/25/2007
Page 18 of 44
VT022687
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation St. Suite 130
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan
States Inc. the the the
A. September confirmed
Capitalized
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004 by
the
Warrant
Agreement
Court
for
or
in
Second
Joint
Plan of Reorganization
related to
22 2004
the
United
Bankruptcy
the
District
of Arizona represents
Case No.
00-1
3035-PHX-RTB
reviewed the opportunity
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section
5.9
that
they have
received and have
and had
Agreement
Implementation
Agreement
ask questions regarding
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
under
Plan
such
claimants with
meet the terms of Section
the
5.9
Such
Plan Warrants
defined
the Plan and
governed
in
accordance
Plan Warrant
Agreement.
C. Delivery
The Undersigned Agreement
Max VanOrman.
the other Issuers
all
hereby
to
tenders Visitalk
this
Execution
Warrant
as
Acceptance
an Issuer
and
as
Effective the
is
the Execution
for
Agreement
and
Plan Warrants
Capital
Corporation
to
and
Implementation
also
Agent
elects to
unless an executed issued
in
Election Entry
Certificate
Agreement
the
attached
hereby
all
have
the
of
their 5.9
Book
form.
Finally
Execution
Agreement
accepts
the
terms of
Section
Implementation
Agreement.
D.
This undersigned
part
represents
that
the Execution
this
Agreement
has been
duly has
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Execution person
is
Agreement
legal
its
been
executed
by an authorized Undersigned
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.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
Its
President
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
___________________
entity
organized
and existing under
by
of the laws
of_________ state
type
is
and
its
tax
ID number
and
federal tax
that
it
is
currently
in
good
standing
and
its
charter
ID or SS
the _____________________________ title andlor the ________________ title
all
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
deliver
certify
any and
that
written instruments
necessary
or
proper
the authority hereby
conferred.
further
_______________________________
now
is
name
the title
fUrther certify that
and
is
now
the
name
officers set forth
title
the
herein
carry
out the terms
of the Execution
Warrant
and
any one of them are duly authorized by the Entity to execute and Acceptance and Effective Delivery Agreement and certify further that
or Delivery obligation
the Execution
Warrant
Acceptance
legal
Effective
Agreement
of the
Entity.
has
been
duly
and validly executed
on behalf
of the Entity and
constitutes
and binding
Dated
this
______
day of
200_.
_____________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-12
Filed 07/25/2007
Page 19 of 44
VT022688
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
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
and such
than
agreement
been
of the Issuers no
June
25
2006.
Claim
Holder
Max VanOrman
11368
Strasburg-Bolivar
Road
NW
Bolivar
OH
446 12-8550
Plan Allowed Plan Class
Claim
13500.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-675
BIW-675
2700
675 675 675 675 675 675 675 675 675 675 675 675 675 675 675 675 675 675
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-675
CSW-675 FNW-675
DBW-675
INW-675
VT VT
International
Corp.
Marketing Video
Services
Inc.
Inc.
VT
Services
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.
MKW-675 VDW-675 ARW-675 CNW-675 DUW-675
FRW-675
GEW-675
HSW-675 ITW-675 JPW-675
VT
VT
Korean
Services
Inc. Inc.
KOW-675
POW-675
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 385-12
Filed 07/25/2007
Page 20 of 44
VT022689
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 defmed herein the Plan Warrant
States
A. September confirmed
Capitalized
have
or
the
same meaning Second
Joint
as
defined
in
the warrant
agreement dated June
effective
17
2004
Agreement
Court
for
in the
Plan of Reorganization
related that to
222004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No.
00-13035-PIand 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
Agreement
opportunity
ask questions regarding
terms and
restrictions
of these documents.
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
under and
the Plan
in
such
claimants
meet the terms of Section
5.9
Such
Plan Warrants
defmed
the Plan
governed
accordance
with the Plan Warrant
Agreement.
C.
The
Undersigned
and
Michael
Effective
as
J.
and
Stephanie Warner Agreement
Grise
JT Ten
hereby
to
tenders Visitalk
this
Execution
Warrant
Acceptance
as
Delivery
the Execution
for
all
Agreement
and
Plan Warrants
Capital Election Entry form.
to
Corporation
Certificate
an
Issuer and
is
the Implementation
also
Agent
to
the other Issuers
unless an executed issued
in
Agreement
the
attached
hereby
all
elects
have
of
their 5.9
Book
Finally
Execution
Agreement
accepts
the terms of the 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
and
if
necessary
Execution person
is
Agreement
legal
its
been
executed
by an
authorized
or representative Execution
of the 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
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
with
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTiVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and Agreed
Issuer
Acceptance
VISITALK
and
as
CAPITAL
CORPORATON
as
an
Issuer
Implementation
jIt
for
the other
Issuers
By Michel
Date 2006
Its
S.
Williams
President
Date
V/72006
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity n
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,632.0 kB |
| Pages: | 44 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,557 Words, 65,537 Characters |
| Page Size: | 611 x 1020 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-12.pdf |
| Download Other Notice - District Court of Arizona ( 2,632.0 kB) |
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