WARRANT ACCEPTANCE AND
Visitalk Capital 50th Corporation 130
EFFECTIVE DELIVERY
AGREEMENT
14647 Phoenix
S.
St. Suite
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein
have the
in
A. September confirmed
Capitalized
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
17
2004 the Plan Warrant
States Inc.
Agreementor
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
by the United
Bankruptcy
the
District
of Arizona
Case No. 00-13035-PHX-RTB
the Agreement
of visitallccom and the Plan and
The Undersigned the Plan Warrant Visitalk. represents that they have reviewed have had the opportunity to ask questions regarding their terms and restrictions.
B.
Each
Issuer
is
required
under
the Plan
are
to
issue
certain in
warrants and
to
various
in
claimants
categorized
under
the
Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
the Plan
governed
accordance
with the Plan Warrant
C. Effective
The
Undersigned
Daniels
Moving
and Storage
Agreement
and unless an issued
in to
mc
hereby
tenders
this
Warrant
as
Acceptance
Issuer
is
and
as
Delivery
Agreement Agent
for
the Acceptance
the other Issuers Plan Warrants
Visitalk
Capital
Corporation
to Certificate
an
and
the Implementation hereby
elects to
executed Entry
Election form.
Agreement
attached
have
all
of
their
Book
D.
This
Acceptance
Agreement
this
has
been
duly
authorized has
Undersigned
representative
and
if
necessary
Acceptance
such
in
Agreement
is
action on the part of the by all necessary been duly executed by an authorized officer or representative of the
or
this
of the Undersigned
is
and
person
legal
officer
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 as
set
attached forth
the
Plan Warrant Agreement
as Exhibit
along with
for the
therein.
ACKNOWLEDGES THAT THEY HAVE RECEIVED 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.
EFFECTIVE
Warrant Holder Accepted and
BY EXECUTION BELOW THE UNDERSIGNED
Agreed
Issuer
Acceptance
WAROI
B/.CLMiS//
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
24/J4Iiii2I
name
of organized
c/577Z4/
and by
I2i
other form of entity
virtue
Entity
of the
State
compaiIy trust partnershi1or and existing under
is
of the laws
of_________ state
entity
type
is
and
its
tax
ID number
fc.iy
further
IlL
tax
that
and ID
the or
it
is
currently
in
good
standing
and
its
charter
federal
in full
SS
and/or the
force
and
effect.
certify
___________________________
title and and
_____________________
title
are
fully to
authorized effectuate
and empowered
to
make
execute
deliver any
certify
all
proper
the authority hereby
conferred.
further
that
71dJMt
now
the
writtn instruments
7I/
name
necessary
or
now
is
the
_________________________
title
and ________________________is
_________________________
title
name
officers set forth
further
certify
that
the
herein
or
any one of them
Delivery
are
duly
authorized
by the Entity
further
to
execute the
and
carry
out the terms
of the Warrant and Effective and binding
Acceptance
Delivery obligation
and Effective
has
Agreement
and
certify
that
Warrant
Acceptance
legal
Agreement of the
been
duly
and validly executed
on behalf
of the Entity
and constitutes
Entity.
Dated
this
day of
200
Signature
2JUQ.. chi
of
certifying officer
WJ4L
to
Must
not
be signed
by officer authorized
act
Title
ofrtifying
officer
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 1 of 40
VT022 584
EXHIBIT CLAIM HOLDER OWNERSHIP
The
Plan
SCHEDULE
named Claim Holder named herein
Delivery received
Warrants
specified
below
are only
valid
if
the specific
or
proper
assignee
has
to
executed
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital
Agreement
the agent
prior
March 31 2006
no
later
and
April
such agreement
been
Corporation as
of the Issuers
than
15
2006.
Claim Holder
Daniels Moving and Storage _______________________________
Inc
Investment
in
Series
Investment in Series 6131
W. Van Buren
Investment in Series Other Investments $10680
15
Phoenix
AZ
85043
Plan Allowed Plan Class
Claim
10680.15
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc.
VCCW-209
BIW-209
j4
308 308 308 308 308 308 308 308 308 308 308 308 308
VT VT VT VT
VT
Billing
Services
Business Products
BUW-209
CSW-209 FNW-209.
Inc.
Consumer Services
Financial
Inc
Inc.
Services
Dynamic Biometric Systems
International Corp.
DBSIW-209 INW-209
VT
VT
Marketing Video
Services
Inc. Inc.
Inc.
Services
VT VT VT VT VT VT VT VT VT VT
Arabic Services Chinese Dutch French Services
Inc.
Services Services
Inc. Inc. Inc.
MKW-209 VDW-209 ARW-209 CNW-209 DUW-209
FRW-209
German Services
Hispanos
Italian
GEW-209
HSW-209 ITW-209 JPW-209
Services
Inc.
Inc.
308
308 308 308 308
Services
Japanese Services Korean Services
Inc. Inc. Inc.
KOW-209
POW-209
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 385-10
Filed 07/25/2007
Page 2 of 40
VT022 585
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 385-10
Filed 07/25/2007
Page 3 of 40
VT022 586
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 385-10
Filed 07/25/2007
Page 4 of 40
VT022 587
EXECUTION
Visitalk Capital
S.
WARRANT ACCEPTANCE
AND EFFECTIVE
DELIVERY AGREEMENT
Corporation
St. Suite
14647 Phoenix
50th
130
AZ
85044
Dear
Sir
or
Madam
terms
tlse unless defined
A.
Capitalized
herein Agreensent Court
TIse
have
or for the
the
same
meaning
as defined
in the
warrant
agreement
dated
effective 22. 2t.04
September confirmed
Ilse Plan to
17 by
2004
thc
Plan
States
Warrant
in the
Second
JosntPlan
of Reorramzetion
related to
June
United
Bankruptcy
District
of Arizona
represents
Case No. recened
00.13035-PHX-RTB and reviewed had
the opportunity the
Plan
Warrant
of
visitalk.coni
Use. the the
Vjsita.
Plan and
the
t.ndersiened 5.9
that
the
have
Agreement
regarding
Section
Implementation documents.
Agreement
and have
ask
questions
terms
restrictions
of
these
B. categorized in the Plan
Each
Issuer the
is
required
if
under
the
Plan
to
issue
certain
warrants Section
the
5.9
Plan \Varrants
Plan.
to various Plan
cianuants are defined
under
Plan
in
such
claimants
meetthe
the
terms
of
of the
Such
Warrants
and govemed
accordance
with
Plan Warrant
Agreement.
C. Effective
The
Undersigned
David the
other
H.
Scliaer
Pill
hereby
tenslers
tins
Execsitiois. .apital
\Varrans
Acceptance
as
and and
as
tlse
Ielnerv
Agreement
for the
all
Execution
Issuers
Agreement
unless
to \isitalk
orpoiation
an
Isssier
is
Implementation
also
Agent
to
and
an executed
in
Election Entry
to Certificate Finally the
Agreement
Execution
attached
hereby
all
elects terms
have of
the
of
their 5.9
Plan Warrants Implementation
issued
Book
form.
Agreement
accepts
the
Section
Agreement.
D.
This the part or
undersigned
the
represents
that
if
the
Execution
this
Agreement
has
been
duly
has
authorized duly
by
all
necessary by an
the
action
on
of
Undersigned of
the
and
necessary and
in
Execution person
is
Agreement
legal
its
been
executed of
authorized
officer
representative
Undersigned
is
such
officer
or representasive
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the Plan
also sign
Warrant
certificates
is
desired
Certificate
please
sign
and
return
BOTH
to
this
Execution
Agreement Agreement
and
and
along
return the Election with check
for
to
Agreement
issue fee as set
attached forth
thereilt
the Plan
Warrant
as
Exhibit
the
certificate
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED THE SECTION EXE5UTED RE\IE\\EI THE PLAN WARRANT AGREEMENT 21 THE PLAN 5.9 IMPLEMENTATION AtREEI1ENT ANT ACKNt.\VLEDGE TI-tAT THEY HA\E EXECIJTEI RECEIVED EFFECTIVE DELIVERY OF TI-hE 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.
AM
AN
Claim
Holder
Accepted
and
Agreed
Issuer
Acceptance
VISITALK
and
as
CAPI
AL
CORPO
for
ATON
othe
as
an
Issuer
Issuers
Imlemets
rs
should sign
By
ichWWilliams
Date
5J06
CERTIFICATE to
hereby
that
OF AUTHORIZATION
arc hensg accepted
he
conipleted
if
the
Plais
\\arrants
by
ais
certify
__________________________________________________________________________________
Entity
or other
name
is
of
company
and
existing
trust
partnership
form
the
of entity
thse
__________________________
organized
under
and
hi
virtue
of
laws of
State
of
____________
entity
ansI
its
type
is
state ____________________________________ federal
tax that
tax
if inunher
and
it
is
currently
in
good
standing
and
its
charter
ID
the
or
SS and
or the ____________________________
ni hill
force
and
effect.
further
certify
____________________________________
title
are fully authorized to effectuate
title and
all
and
tlse
empowered
autlsority
to
make
execute
and
further
deliver
any
written
instruments
necessary
or
proper
hereby
conferred.
certify
tlszst ____________________________________________
now
is
name
ttse ____________________________________________
and
____________________________________________is
isow
the
______________________________________________
title
further out certify the that the officers set forth
name
herein
or
title
any
one of and
them
Effective
are
duly
authorized
by
the
Entity
to
execute
further
and
that
cany
the
terms
of
the
Execution
Warrant and and
Acceptance Delivery
obligation
Delivery
has
Agreement
duly
and
validly
certify
Execution
the Entity
Warmnt
and
Acceptance
legal
Effective
Agreement of
the Entity.
been
and
executed
on behalf
of
constitutes
binding
Dated
tisis
day
of
_______________
2tttt_.
______________________________________________________ Signature
of
certifying
officer
Must
not be signed
by
officer
authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 5 of 40
VT022 588
CLAIM HOLDER
SCHEDULE
The
Plan Warrants assignee
specified
below an
to
are
only
valid
if the
specific
named
and
Claim
Holder
named
herein
or
proper
has executed
prior
Execution June
15.
Warrant 2000
later
Acceptance such June
Effective has been
Delivery received
Agreement by
\isitalk Capital
Executin
Corporation
.-\geenient as
the
and than
agreement
agent
of
the
Issuers
no
25
2006.
Claim Holder
David H.
Schaer
Drive 05504
5LaTe
4
50.000.0
.-.O.eit
PrinclJ
Plan Plan Allowed
Claim
Class
Issuers
Unit
Corporation
Inc. Inc. Inc. Inc. Inc.
Warrant
Uthts
Visitallc
Capital
VCW624
BIW-624
VT VT VT VT
Billing
Services.
00
2.500
10.000
Business Cssisunier Financial
Products.
Services.
BUW-624
CS\V-624 FNW-624
2500
2.500 2.500
Services
Dynamic
Biometric
Systems.
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 Inc. Services. \T Italian Services Inc. VT Japanese Services. Inc. VT Korean Services Inc. VT Poituguese Services. Inc.
INW-624
MKW-624
VD\V-624
00 00
2.500 2.500 2.500 2.500 2.500 2.500 2.500 2.500 2.500
ARW-024 CNW-624 DtT\V.4
FR\V-624 GE\V-624 HSW-624
IT\\-624 .1PW-624
KO\V-624 POW-624
00
one Warrant one Warrant one Warrant one
2.500
Warrant Warrant
Unit
Consists
of
consist
of one
Warrant
and one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 6 of 40
VT022 589
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
in the
warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
United
Bankruptcy
the
District
of Arizona
Case
No.
00-13035-PFX-RTB
the
Plan
of visitalk.com and
the
Inc.
Agreement
Plan
and
have
The Undersigned the Plan Warrant Visitalk. represents that they have reviewed had the opportunity to ask questions regarding their terms and restrictions.
B.
Each
Issuer
is
reqj.iired
under
the Plan
are
to
issue
certain in the
warrants Plan and
to
various
in
claimants
categorized with
the
under Plan
the
Plan
the Plan Warrants.
Agreement.
Such Plan Warrants
defined
governed
accordance
Warrant
C.
The Undersigned the Acceptance
the other Issuers
their
Debra K. Stafford
Agreement
and unless an issued
in to
hereby
tenders
this
Warrant
as
Acceptance
an Issuer
is
and Effective
as
Delivery
Agreement Agent have
for
all
Visitalk
Capital
to
Corporation
Certificate
and
the Implementation hereby
elects to
executed
Election form.
Agreement
attached
of
Plan
Warrants
Book
Entry
D.
This
Acceptance
Agreement
this
has been
duly
authorized
by
all
necessary duly
action
on
the
part
of the
officer
Undersigned
representative
and
if
necessary
Acceptance and such
in
Agreement
is
has been
officer
executed
by an authorized
of the
or
this
of the
Undersigned
is
person
legal
or representative
Undersigned
and
Acceptance
Agreement
enforceable
accordance
with
its
terms.
E.
If physical
delivery
of the
Plan 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.
ACKNOWLEDGES THAT THEY HAVE RECEIVED 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. BY EXECUTION BELOW THE UNDERSIGNED
EFFECTIVE
Warrant Holder Accepted and
Agreed
Issuer
Acceptance
WARRANT HOLDER
VI SITALK
Signatures
all
record
olders
shouIdLs
By1-j
Its
tJL-I4jS
CERTIFICATE OF AUTHORIZATION
to be completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership
or other form
virtue
of entity of the
State
is
____________________ entity type
its
organized
and existing under
and by
of the laws
of
state and
federal tax
that
it is
and
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
further
deliver any
certify
written
instruments
necessary
or
proper
the authcrity hereby
conferred.
that
_______________________________
now
is
name
the title
further certify the that
and
is
now
the
name
officers set forth
title
are
the
herein
or
any one of them
Delivery
duly
authorized
by the Entity
further
to
execute the
and
carry
out
terms
of the
Warrant
Acceptance
Delivery obligation
and Effective
Warrant
and
Acceptance
legal
and Effective and binding
Agreement
of the
has been
duly
Agreement certify and validly executed on
and
that
behalf
of the Entity
constitutes
Entity.
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 385-10
Filed 07/25/2007
Page 7 of 40
VT022 590
EXHIBIT
CLAIM HOLDER OWNERSHIP
The Warrants below
SCHEDULE
named Claim Holder named herein
Delivery received
Plan
specified
are only
valid
if
the specific
or
proper
assignee
has executed
Warrant
Acceptance
and
Effective has
Agreement by Visitalk
Acceptance
Capital Corporation as
Agreement
the agent
prior to
March 31 2006
later
and
April
such agreement
been
of the Issuers no
than
15
2006.
Claim Holder
Debra
K. Stafford
Investment Investment
in in in
Series Series Series
8983
Yukon
St
Investment 80021
WestministerCO
Plan Allowed Plan Class
Other Investments
$14260.83
Claim
14260.83
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCCW-148
BIW-148
114087 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044 57044
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-148
CSW-148 FNW-148 DBSIW-148 INW-148
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-148 VDW-148 ARW-148 CNW-148 DUW-148
FRW-148
GEW-148
HSW-148 ITW-148 JPW-148
KOW-148
POW-148
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 385-10
Filed 07/25/2007
Page 8 of 40
VT02259
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk Capital 50th Corporation 130
AGREEMENT
14647
5.
St. Suite
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein the Plan Warrant
States
A.
Capitalized
have
the
same meaning
the
as
defined
in
the warrant
agreement dated June
effective
September 17 2004
confirmed
Agreement
Court
for
or ui
Second
Jomt 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. the the
Visitalk. Plan
and
the
The Undersigned
Section of
5.9
that
they have
received and have
and had
Agreement
Implementation documents.
Agreement
the opportunity
ask questions regarding
terms
restrictions
these
B.
Each
Issuer
is
required
if
under
the
Plan
to
issue
certain
warrants
the Plan Warrants
of the
Plan.
to
various
claimants
are
categorized
in the
under and
the Plan
in
such
claimants
meet the terms of Section
Warrant
5.9
Such
Plan Warrants
defmed
Plan
governed
accordance
with the Plan
Agreement.
C. Delivery
The Undersigned Agreement the
for
Debra
S.
Flynn
hereby
tenders
to
this
Execution
Warrant
Acceptance
as
and Effective
as
Execution
Agreement
and
Visitalk
Capital
Corporation
to
an
Issuer and
the
is
Implementation
also
Agent
elects to
the other Issuers
all
unless an executed issued
in
Election Entry
Certificate
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 or
represents
that
the Execution
this
Agreement
Execution person
is
has
been duly
authorized duly
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has been
executed
by an authorized Undersigned
representative
Undersigned
is
and such
in
officer
or representative
of the
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If
physical
delivery
of the Plan also sign
Warrant
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution
Agreement
and
and
the
Election
for the
to
Certificate
Agreement
set
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue fee as
forth
therein.
BY EXECUTION BELOW THE UNDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND AND EACH
DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATiONS. RECEIVED EFFECTIVE
ISSUER
IS
Claim Holder Accepted
and
Agreed
Jssuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
TON
as
an
Issuer
By
Its
President
Date
CERTIFICATE OF AUTHORIZATION
to
be
completed
if
the Plan
Warrants
are
being
accepted
by an Entity
hereby
certify
that
Entity name
of
company
trust partnership and
or other
virtue
form of entity
of the
State
is
____________________ entity type
its
organized
and existing under
by
of the laws
of
state and
federal tax
that
it
and
tax
ID number
is
is
currently
in
good
standing
and
its
charter
ID or SS
the ______________________________ title and/or the _________________ title
in full
force
and
effect.
further
certify
are
fully to
authorized effectuate
and empowered
to
make
execute
and
further
deliver any
certify
and
all
written instruments
necessary
or
proper
the authority hereby
conferred.
that
_______________________________
now
is
name
the title
further certif3i that
_________
_____________________________is
now the
title
are
name
officers set forth
the
herein
or any
one of them
and
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
Acceptance
Delivery obligation
Effective
Delivery has been
Agreement
duly
certify
the Execution of the Entity
Warrant and
Acceptance
legal
and Effective and
binding
Agreement
of the
Entity.
and validly executed
on behalf
constitutes
Dated
this
______
day
of
200_. Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of certifying
officer
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 9 of 40
VT022 592
CLAIM HOLDER SCHEDULE
The Warrants below
an
Plan
specified
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
Execution
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior to
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim Debra 3401
Holder
S.
Flynn
Flagler
Ave
Keywest
FL 33040
Plan Allowed Plan Class
Claim
20000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-417
BIW-417
4000
1.000
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-417
CSW-417 FNW-417
1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000
1.000
DBW-417
INW-417
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc.
MKW-417 VDW-417 ARW-417 CNW-417 DUW-417
FRW-417
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-417
HSW-417 ITW-417 JPW-4
17
1000 1000 1000
KOW-417 POW-4 17
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 385-10
Filed 07/25/2007
Page 10 of 40
VT022 593
WARRANT ACCEPTANCE AND EFFECTIVE DELI VERV AGREEMENT
Corporation 14647 S. CapitalSt. Suite 130 50th PhnenixA.Z 85044 Dear Sir ur Madam effective Capitalized terms unless defmed herein huve the sanse meaning us defined in the warrant agreement September 172004 the Plan Wan-aol Aereement ur in the Second Joint Plan uf Reaeganizntioss dated June 22 2004 eurfinased by the United States PIX RTB Banloraplcy Conrl for the District of Arizona related to Cue No 00 13055 Plan of visilallc.rom Inc. Visitalle The Undersigned that they have reviewed the Plan Warrant the represents Agreement and the Plan and have had the opportuniry to ask questions regarding their terms and restrictions. B. Each Issaer is required under the Plan to kane certain wannnls to various claimants categorized under the Plan the Plan Warrants Surh Plan Warrants are the Plan and governed accardance with the Plan Warrant Agreement.
Visitalk
The Undersigned Dianne H. Carrell hereby tenders this Warrant Acceptance and Effective Deliveiy Agreement the Accentance Aereement to Visitulk Capital Corporation as an Issuer and as the Implementation Agenl for the alber Issuers and unless an executed Election to Certificate Agreement is attached hereby elects to have alt of their Plan Warrants isssnd in Bunk Entry form. hm been duly authorized by all necessary action on the port of officer the This Acceptance Agreement this Acceptance Undersigned and if necessuiy Agreement has been duly executed by an uathorized or representative of the Undersigned aisd such person is legal officer or rnpresentativn of the Undersigned and Ibis accordance with its terms Acceptance Agreement is enforceable If physical of the Plan Warrant certificates is delivery desired please and retarn sign BOTH this Acceptance Agreement and also sign and retaro the Election to Certificate Agreement attached In the Plan Warrant Agreement as Exhibit along with check for the certificate issae fee as set forth therein
BY EXECUTION BELOWOF THEUNDERSIGNED ALKNOWLEDOES THAT THEY HAVE RECEIVED THE EFFECTIVE DELIVERY PLAIt WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELVINO OP THE REPRESENTATIONS CONTAINED HEREIN UPON THE ACCURACY AND COMPLETENESS IN COEIPLY1NO WITH ITS OBLIGATIONS.
Warrant Accepted WARRANT HOLDER
Signatures all recnrd
Holder
and Agreed
VISIT and
By.
Its
Issner
Acceptance mpleme tatian
ent
for
the
TON as Issuers an Issner other
holders
shnald
sign
MBst
Ai5 gn-sr
tue
by an entity of the
in
02./o1
to be completed
thereby
is
CERTIFtCATE OF AUTHORIZATION the Plan Warrants are being accepted
if
certify
that
and
___________________ entity type irs tax ID nunsber is
force
to
of organized
farther authority
name
company
and
that
trust partnership under and by existing
or other form of virtue of the laws
it
State
of and iB
in thIl are
and
federal
effect. certify to
tax ID or Ihe
SS and
farther
and
is
currently
good
uanding
the
charter
slale
proper the
fisfiy
authorized
effecteate
and
the
empawered
make
hereby
exeente conferred.
deliver any and afi written instruments necessary that ______________________________ certify
Ihle
and/or
title
lilIn farther the officers set forth are duly authorized by the Enlily In execute and certify that herein or any one of them and Effective the carry oat thn terms af the Warrant Acceptance Delivery Agreement and certify farther that the executed Warrant Acceptance and Effective Delivery Agreement has been duly and validly on behalf of Entity and constitales legal and binding obligation of the Enlity
___________________________
and ___________________________is
name
now
the
____________________________ title
name
now
or
is
Dated
Ihis
day of
200
_____________________________________________ officer Signature of certifying Mast not be signed by officer aathorized to act
ThIe of
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
certifying
officer
Page 11 of 40
CLAIM
The Plan Warrants
bLUER
OWNERSHIP
SCIIEDULE
EXhIBIT
as
below are only valid if the specific named Claim Holder named herein or specified has execuled Warrant Acceptance and Effective Delivery Agreement Acceptance proper assignee prior to March 31 2006 and such agreement has been received by Visitalk Capital Corporation Agreement the agent of the Issuers no later than April 15 2006. Claim Holder Dianne H. Carrell Investment in Series Investment in Series 991 Investment in Series Camino Rizo Santa Fe. 87505 Other Investments $7130.42 Plan Allowed Claim 7130.42 Plan Class IQæ Issuers Warrant Units Unit Visilalk Capital VCCW-l 16 57044 Corporation VT Billing Services Inc. 81W 116 28524 VT Business Products Inc. 116 28524 Inc. VT Consumer Services Services CSW-1 16 28524 VT Financial Inc. 116 28524 Inc. DBSIW-1 16 28524 Dynamic Biometric Systems. VT International Services Inc. Corp. INW 11616 28524 VT Marketing MKW-1 28524 VT Video Services Inc. VDW-1116 16 28524 VT Arabic Services Inc. 28524 VT Chinese Services Inc. CNW-116 28524 VT Dutch Services Inc. 116 28524 VT French Services Inc. FRW 116 28524 VT German Services Inc. GEW-1 16 28524 VT ITispanosServices Inc. Inc. Services 115W-I 16 28524 VT Italian ITW-116 28524 VT Japanese Services Inc. Services Inc. JPW-116 28524 VT Korean 116 28524 VT Portuguese Inc. POW-i 16 28524 Services
NM
BUW FNW
ARW DUW
KOW
and one
Warrant
Wantnt.
Unit
consists
of
consist
of one
Wanarit one
Wanant
one
Warrant
one
Warrant
one
Warrant
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 12 of 40
EXECUTION WARRANT ACCEPTANCE AND EFFECTIVE DELIVERY
Visitalk
AGREEMENT
Capital
S.
Corporation St. Suite 130
14647
50th
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein have the Plan
States Inc. the the
A. September confirmed
Capitalized
same meaning Second
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
or
in the
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
for the
District
of Arizona represents
Case No.
00-13035-PHX-RTB
and had reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Visitalk. Plan
the
The Undersigned
Section of
5.9
they have
received and have
Agreement
Implementation documents.
Agreement
opportunity
ask questions regarding
the terms and
restrictions
these
B.
Each
Issuer the
is
required
if
under
the
Plan
to
issue the
certain
warrants
categorized
in the
under and
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
to various claimants the Plan Warrants Such Plan Warrants of the Plan. are defined
Plan
govered
in
accordance
Plan
Agreement.
C. Delivery
The Undersigned Agreement
Dianne
Carrell hereby
tenders Visitalk
this
Execution Warrant Corporation
as
Acceptance
an
Issuer
and Effective
the Execution
Agreement
to
Capital
and as the
is
Implementation
also
hereby
all
elects the
to Agent for the other Issuers and unless an executed Election all to have of their Plan Warrants issued in Book Entry form. the
Certificate
Agreement
the
attached
Finally
Execution
Agreement
accepts
terms of
Section
5.9
Implementation
Agreement.
D.
This
part
undersigned
represents
that
the Execution
this
Agreement
Execution person
is
has
been
duly
authorized
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
has
been
duly executed
by an authorized Undersigned
or representative Execution
Undersigned
is
and such
in
officer
or
representative
of the
and
this
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the
Plan Warrant and
return
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
also sign
the
Election
for the
to
Certificate
Agreement
set
attached forth
the
Plan
Warrant Agreement
as Exhibit
along
with
check
certificate
issue fee as
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
LAIM HOLDER
VISITALK
and
as
CAPITAL
CORPORATON
ent
as
an
Issuer
Implementation
the other Issuers
Signat
ecord
holders
should
sign
By
Its
Michae1.
President
Williams
Date r2
2006
Datej
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 existing under and or other
virtue
form of entity of the
State
is
___________________
entity
organized
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
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 one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has
Agreement
certify
the Execution of the Entity
Warrant
Acceptance
legal
Effective binding
been duly
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 385-10
Filed 07/25/2007
Page 13 of 40
VT022 596
CLAIM HOLDER
The Plan Wanants specified assignee has executed below
an
to
SCHEDULE
named Claim Holder named herein
and Effective
has Delivery received
are only
valid
if
the specific
or
proper
Execution June 15 no
Warrant 2006 and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
such agreement June
been
of the Issuers
later
25
2006.
Claim Dianne
991
Holder
Carrell
Camino Rizo
Santa
Fe
NM
87505
Plan Allowed Plan Class
Claim
33750.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-359
BIW-359
6750 1688 1688 1688 1688 1688
1.688
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic
Biometric
BUW-359
CSW-359 FNW-359
Inc.
Systems
DBW-359
INW-359
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc.
MKW-359 VDW-359 ARW-359 CNW-359 DUW-359
FRW-359
1688
1.688
1688 1688 1688 1688 1688 1688 1688 1688 1688 1688
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-359
HSW-359 ITW-359 JPW-359
KOW-359
POW-359
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 385-10
Filed 07/25/2007
Page 14 of 40
VT022 597
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 385-10
Filed 07/25/2007
Page 15 of 40
VT022 598
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 385-10
Filed 07/25/2007
Page 16 of 40
VT022 599
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE
AND EFFECTIVE DELIVERY
AGREEMENT
14647
S.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defined herein have the Plan Warrant
States Inc.
A. September confirmed
Capitalized
the or
in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004 by
the
Agreement
Court
for
Second
Joint
Plan of Reorganization
related to
22 2004
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
Visitalk. Plan
and
The Undersigned
5.9
that
they have
received and have
Agreement
the
the
the Section
restrictions
Implementation documents.
Agreement
opportunity
ask questions regarding
terms
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
Plan
such
claimants with
meet
the
terms of Section Warrant
5.9
Such
Plan
defined
the Plan
and governed
in
accordance
Plan
Agreement.
C.
The Undersigned the Execution
the other of
their 5.9
Don Adams Agreement and
unless an issued
hereby
to
tenders
this
Execution
Corporation
to Certificate
Warrant
as
Acceptance
Issuer
and
Effective
Delivery
Agreement Agent
to for
all
Visitalk
Capital
an
and
is
as
the Implementation
also
Issuers Plan
executed
in
Election Entry form.
Agreement
Execution
attached
hereby
all
elects
have
Warrants
Book
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
by
all
necessary
action
on the
officer
of the
Undersigned
of the
and
is
if
necessary
Agreement
legal
its
has
been
duly 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. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Ciaim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
CAPIT
on
ORPORATON
for
as an
Issuer
Implementa
the other
Issuers
By
Date
Its
Michael President
S.
illiams
._... 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 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
certif
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
deliver any certif
written instruments
necessary
or
proper
the authority hereby
conferred.
further
that
_________________________________
now
is
name
the title
further
and
is
now
the title
name
officers set forth
certif
that
the
herein
or any
one of them
are
duly
authorized
by the Entity and
to
execute
further
and
that
carry
the
out the terms
of the Execution
Warrant
and and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certit
Execution
Warrant
Acceptance
legal
Effective binding
validly executed
on behalf
of the Entity and
constitutes
Dated
this
______
day of
200_
Signature of certifing be signed
officer
Must
not
by officer authorized
to
act
Title
of certifing
officer
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 17 of 40
VT022600
CLAIM HOLDER SCHEDULE
The
Plan
Warrants
specified
below
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee has executed
an Execution
to
Warrant and
than
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June 15 2006
later
such agreement June
been
of the Issuers no
25
2006.
Claim Holder Don Adams
2155
W. Highway
89A
Suite
105
Sedona AZ 86336
Plan Allowed Plan Class
Claim
30000.00
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
VCW-3
BIW-3
18 18
6000 1500 1500 1500 1500 1500 1500
VT Billing Services Inc. VT Business Products Inc. VT Consumer Services Inc. VT Financial Services Inc.
Dynamic Biometric Systems
Inc.
BUW-318
CSW-3l8
FNW-3 DBW-318
INW-318
VT VT VT VT VT VT VT
International
Corp.
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
MKW-3
18
1500 1500 1500 1500 1500 1500
1.500
Services Services
Services
Inc.
Services Services
Inc. Inc.
VDW-318 ARW-318 CNW-318 DUW-318
FRW-318
VT German Services Inc. VT Hispanos Services Inc. VT Italian Services Inc. VT VT VT
Japanese Korean Services
Inc.
GEW-318
HSW-318 ITW-318 JPW-318
1500 1500 1500 1500 1500
Services
Inc. Inc.
KOW-318
POW-318
Portuguese
Services
Warrant
and
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant.
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 18 of 40
VT022601
EXECUTION WARRANT
Visitalk Capital 50th Corporation St. Suite 130
ACCEPTANCE AND EFFECTIVE DELIVERY
AGREEMENT
14647
5.
Phoenix
AZ
or
85044
Dear
Sir
Madam
terms unless defmed herein the Plan
States
A. September confirmed
Capitalized
have
or
the in
same meaning
the
as
defined
in the
warrant
agreement dated June
effective
17 2004
Warrant
Agreement
Court
for
Second
Joint
Plan of Reorganization
related that to
22 2004
the
by the United
Bankruptcy
the
District
of Arizona represents
Case No. 00-13035-P1-IX-RTB
received and have and reviewed
the
the
Plan
to
Plan
Warrant
of visitalk.com
Inc. the
Visitalk. Plan
and
the
The Undersigned
Section
5.9
they have
Agreement
Implementation
Agreement
had
opportunity
ask questions regarding
the terms
restrictions
of these documents.
B.
Each
Issuer the
is
required under
if
the
Plan
to
issue
certain
warrants
the Plan Warrants
of
the Plan.
to
various
claimants
are
categorized
in
under and
Plan
such
claimants
meet the terms of Section
Warrant
5.9
Such Plan Warrants
defined
the Plan
governed
in
accordance
with the Plan
Agreement.
C. Effective
The Undersigned
Delivery
Donald
Anita Lash
hereby
tenders
to
this
Execution Warrant
Capital
to
Acceptance
as
and
Agreement
for
the Execution and
Agreement
unless an issued
Visitalk
Corporation
Certificate
an
Issuer
is
and as the
attached
Implementation
also
Agent
elects to
the other Issuers
all
executed
in
Election Entry
Agreement
the
hereby
all
have
the
of
their 5.9
Plan
Warrants
Book
form.
Finally
Execution
Agreement
accepts
the terms of
Section
Implementation
Agreement.
D. on the
This undersigned
part or
represents
that
the Execution
this
Agreement
Execution person
is
has been
duly has
authorized duly
by
all
necessary
action
of the
Undersigned
of the
and
if
necessary
Agreement
legal
its
been
executed
by
an
authorized
officer
representative
Undersigned
is
and such
in
officer
or representative
of the
Undersigned
and
this
Execution
Agreement
enforceable
accordance
with
terms.
E.
If physical
delivery
of the also
Plan Warrant and
return with
certificates
is
desired
please
sign
and
return
BOTH
to
this
Execution Agreement
and
sign
the
Election
for the
to
Certificate
Agreement
fee
attached
the
Plan
Warrant Agreement
as Exhibit
along
check
certificate
issue
as
set
forth
therein.
BY EXECUTION BELOW THE U1IDERSIGNED REPRESENTS THAT THEY HAVE RECEIVED EXECUTED AND REVIEWED THE PLAN WARRANT AGREEMENT THE PLAN THE SECTION 5.9 IMPLEMENTATION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUTED AND RECEIVED EFFECTIVE DELIVERY OF THE PLAN WARRANTS. VISITALK CAPITAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING WITH ITS OBLIGATIONS.
Claim Holder Accepted and
Agreed
Issuer
Acceptance
CLAIM HOLDER
VISITALK
and
as
CAPITAL
CO
RATON
as
an
Issuer
Implementat
the other
Issuers
ignatures
all
record
holders
should
sign
By
Its
Michae
President
Williams
Date
2006
Date
2006
CERTIFICATE OF AUTHORIZATION
to be completed
if the
Plan
Warrants
are
being
accepted
by an
Entity
hereby
certify
that
Entity name
of
company
trust partnership
or other
virtue
form
of entity of the
State
is
____________________
entity
organized
and existing under
and by
of the laws
of_________ state
type
is
and
its
tax
ID number
__________________________________ federal tax
that
and
it
is
currently
in
good
standing
and
its
charter
ID
or
SS
and/or the _______________________ title
all
in full
force
and
effect.
further
certify
the ______________________________ title
are
fully to
authorized effectuate
and
empowered
to
make
execute
and
further
deliver
any and
that
written
instruments
necessary
or
proper
the authority hereby
conferred.
certify
_________________________________
now
is
name
the
____________________________
title
and ____________________________is
now
the
_____________________________
title
name
officers set forth
further
certify
that
the
herein
or
any
one of them
are
duly
authorized
by the Entity
and
to
execute
further
and
that
carry
out the terms
of the Execution
Warrant and
Acceptance
Delivery obligation
and Effective Agreement
of the
Entity.
Delivery has been
Agreement
duly and
certify
the Execution of the Entity
Warrant and
Acceptance
legal
Effective
validly executed
on
behalf
constitutes
and binding
Dated
this
______
day of
200_.
_______________________________________________
Signature of
certifying officer
Must
not
be signed
by officer authorized
to
act
Title
of
certifying
officer
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 19 of 40
VT022602
CLAIM HOLDER SCHEDULE
The Warrants below
Plan
specified executed
are only
valid
if
the specific
named Claim Holder named herein
and
Effective has Delivery received
or
proper
assignee
has
an Execution
to
Warrant
Acceptance
Agreement by Visitalk
Capital
Execution
Corporation
Agreement
as the agent
prior
June
15 2006
no
later
and such agreement
than
been
of the Issuers
June 25 2006.
Claim Holder
Donald 5022 Cave
Calle Creek.
Anita Lash Los
Flores
AZ
85331-5510
Plan Allowed Plan Class
Claim
$200000-
Issuers
Unit
Warrant
Units
Visitalk
Capital
Corporation
Inc. Inc. Inc. Inc. Inc.
VCW-497
BIW-497
4000 1000 1000
1.000
VT VT
Billing Business
Services
Products
BUW-497
CSW-497 FNW-497
VT Consumer Services VT Financial Services
Dynamic
Biometric
1000
1.000
Systems
DBW-497
INW-497
VT VT VT VT VT VT VT
International
Corp.
1000 1000 1000
1.000 1.000 1.000
Marketing Video Arabic Chinese Dutch French
Services
Inc. Inc.
Inc.
Services Services
Services
Inc.
Services Services
Inc. Inc. Inc. Inc.
MKW-497 VDW-497 ARW-497 CNW-497 DUW-497
FRW-497
1000 1000 1000
1.000
VT
VT VT VT VT VT
German Services
Hispanos
Italian
GEW-497
HSW-497 ITW-497 JPW-497
Services
Inc.
Services
Japanese Korean
Services
Inc.
1000 1000 1000
Services
Inc. Inc.
KOW-497
POW-497
Portuguese
Services
Warrant
and one
Unit
consists
of
consist
of one
Warrant
one
Warrant
one
Warrant
one
Warrant
one
Warrant
Warrant.
Case 2:02-cv-02405-HRH
Document 385-10
Filed 07/25/2007
Page 20 of 40
VT022603
EXECUTION
Visstallc
WARRANT ACCEPT ANCE AND EFnCUVE DELIVERY AGREEMENT
Captet
Corporation
St..
14647850th
Phoenix
Suite
130
AZ
85044
Dear
Sir or
Madam
terms the
States unless deEneci
A. September conlinned the
Capitalized 17.
herein
have
or
the
aante
meaning
Joint
at
defined
in the
warrant
agreement
dated
effective
2004
Ibe
in the
Second
Plan of Reorpoiredon
related that they to
by
United
Bankruptcy Visitdlle. Plan
Court The
for the
District
of Arizona
represents
Case
No.
22 2004 00.13035PHX.RTB
and reviewed had
the opportunity the
June
PJgn
questions
of visitaliceoni Agreement
regarding the
Inc. the
Undersigned
5.9
have
recaived
Plan Warrant
to
the
Section
Lnsplementaticn
Agreement
and have
ask
terms end
restrictions
of these
documents
B. categorized
irs
Each
Issuer the
is
required if
under
the
Plan
to
issue the
certain
warrants Section
the
5.9
to the Plan.
various
claimants are
under
Plan
in
such
claimants with
moat
the
Semis
of
of
Such
Plan
Warrants
deEned
the
Plan
and governed
accordance
Plan Warrant
Agreement
C.
The
Undersigned and
Effective
tonald Delivery
E.
Weedw.Jtk.Rnllnye.r the
the other
all
fleet and
hereby
tenders to Vieitaik
this
Execution
Warrant
as
Acceptance end Issuer Agreement Execution
Agreement Agent
elects tents for to
gpotjon
lessees
Aate.emezf
unleas
Capital to
Corporation
Certificate Finally
an
as
is
the
tmplinnentwtion
also accepts
an executed
issued in
Election
attached
hereby
all
have
of
their 5.9
Plan Warrants
Book
Entry form
the
Agreement
the
of the
Section
hnplementetion
Agreement.
D.
This undersigned
the part
repreeenta
that.
the
Execution
this
Agreement
has been
duly
authorised
by
all
necessary by an
station
on
of
the
Ltndersigned
and
the
if
necessary and
in
Execution person
is
Agreement
legal
its
bet
oe
bees.
duly executed of
authorized
officer
or representative
of
Undersigned
is
such
officer
representative
the
Undersigned
end
this
Execution
Agreement
enfbrceablc
aooordsnre
with
terms.
E.
If
physical
delivery and
as
of
the sign
Plan and along
Warrant
return with
certifienees the
ia
4sirad
bertifleate
please
sign.
and
return
BOTH
to
tide
Execution
Agreeerent
alto
Election
for
to
Agreement
issue fee as see
attached
the Plan
Warrant
Agreement
Exhibit
check
the
eerttfleate
forth therein
BY EXECUTION BELOW. THE UNDERSIGNED THAT nrn HAVE RECEIVED. REPRESENTS THE PLAN WAnANT AGREEMENt THE SECTION EXECUTED AND REVIEWED THE PLAN 5.9 IMPLEIvIEN .cTION AGREEMENT AND ACKNOWLEDGE THAT THEY HAVE EXECUtED AND RECEIVED EFFECTIVE DELIVERY OP THE PLAN WA.RRANTS. VISITALK CAflAL CORPORATION AND EACH ISSUER IS RELYING UPON THE ACCURACY A41ti COMPLETENESS OP THE HEREIN EN COIVULYING WITH ITS OBUGATIONS.
Claim Holder Accepted and
.gteed
CLAIM HOLDER
Signacuges
aL
record
tncidere
should
Date
.Jc
l3
2006
bi
CERTIFICATE
President
OF AUTHORIZATION
are
to
be completed
if the
Plan Warrants
being
accepted
by an
hereby
certify
that
____________
____________________
or other
________ form of entity
the State of.
is
of oornpsny trust paruserahip under organized and existing and by entity type
is
name
virtue
of the
laws of
state
and
its
tax
II
nurnbet
__________
further
___________ federal tax ID or 55
cettf5r that the
and
it
is
currently
in
good
standing
aed
its
charter
in fell
force
end
etTecu
__________ title
tndor
the
_________ title
era
fully to
authorized effectuate
end
the
empowered
authority
to
make
execute
and
further
deliver
any
and
all
written
inelrunt.enta
nerassary
or
proper
hereby
conferred.
certify
that
now
is
name
the_________
tide
furthcr carry the out certify the that the officers set forth
innowthe_ name
herein Execution Warrant and any one of them and Effective Acceptance
or are
___________
held by
the Entity to
duiy authorized Delivery
execute
farther
and
that
tests
of
the
.kgrenment and duly and
certify
Execution
the Entity
Warrant sad
Acceptance
legal
Effective
Delivery
obligation
Agreement of
the Entity.
has been
validi executed
oo
bettsslf
of
constitutes
and binding
Dated
this_dayof___...20
Signature of
certifying officer
Meat
not be signed
by
officer
authorized
to
act
Thie
of
certifying
officer
Case 2:02-cv-02405-HRH
ifl.flflI1
Document 385-10 Filed 07/25/2007 ckJninu
Free Other Notice - District Court of Arizona - Arizona
| File Size: | 2,299.2 kB |
| Pages: | 40 |
| Date: | July 24, 2007 |
| File Format: | |
| State: | Arizona |
| Category: | District Court of Arizona |
| Author: | unknown |
| Word Count: | 9,561 Words, 65,538 Characters |
| Page Size: | 612 x 1021 pts |
| URL |
https://www.findforms.com/pdf_files/azd/24156/385-10.pdf |
| Download Other Notice - District Court of Arizona ( 2,299.2 kB) |
Preview Other Notice - District Court of Arizona
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