ex10-1.htm


    Exhibit
10.1

     

    AMENDMENT
AGREEMENT

    


    THIS
AMENDMENT AGREEMENT (this "Agreement"), dated as
of May 8, 2009 is entered into by and among Telanetix, Inc., a Delaware
corporation (the "Company"), Enable
Growth Partners LP ("Enable Growth"),
Enable Opportunity Partners LP ("Enable Opportunity"),
Pierce Diversified Strategy Master Fund LLC, ena ("Pierce") and Crescent
International Ltd. ("Crescent" and
collectively with Enable Growth, Enable Opportunity and Pierce, the "Holders"). Capitalized terms used herein, but
not otherwise defined, shall have the meanings ascribed to such terms in the
Exchange Agreement (as defined below).

    


    WHEREAS, the Company and the
Holders are parties to that certain Securities Purchase Agreement dated December
28, 2006, pursuant to which the Company issued to the Holders, among other
securities, common stock purchase warrants to purchase shares of Common Stock
(the "December 2006
Warrants");

    


    WHEREAS, the Company and the
Holders are parties to that certain Securities Purchase Agreement dated February
12, 2007, pursuant to which the Company issued to the Holders, among other
securities, common stock purchase warrants to purchase shares of Common Stock
(the "February 2007
Warrants");

    


    WHEREAS, the Company and
Enable Growth, Enable Opportunity and Pierce are parties to that certain
Securities Purchase Agreement dated August 30, 2007, pursuant to which the
Company issued to the Holders shares of convertible preferred stock and common
stock purchase warrants to purchase shares of Common Stock (the "Series A August 2007
Warrants");

    


    WHEREAS, the Company and
Enable Growth, Enable Opportunity and Pierce are parties to that certain
Securities Purchase Agreement dated August 30, 2007, pursuant to which the
Company issued to the Holders convertible senior secured debentures and common
stock purchase warrants to purchase shares of Common Stock (the "Debenture August 2007
Warrants" and together with the Series A August 2007 Warrants, the "August 2007
Warrants");

    


    WHEREAS, the Company, Enable
Growth and Pierce are parties to that certain Securities Purchase Agreement
dated March 27, 2008 (the "March Purchase
Agreement") pursuant to which the Company issued to Enable Growth and
Pierce, among other securities, common stock purchase warrants to purchase
shares of Common Stock (the "March 2008
Warrants");

    


    WHEREAS, the Company and the
Holders are parties to that certain Securities Exchange Agreement dated June 30,
2008 (the "Exchange
Agreement") pursuant to which the Company issued to the Holders Amended
and Restated Senior Secured Convertible Debentures, due June 30, 2014 (the
"June 2008
Debentures");

    


    WHEREAS, the Company and
Enable Growth are parties to that certain Debenture and Warrant Purchase
Agreement dated August 13, 2008 (the "August Purchase
Agreement") pursuant to which the Company issued to Enable Growth Senior
Secured Convertible Debentures due June 30, 2014 (the "August 2008
Debentures") and common stock purchase warrants to purchase Common Stock
(the "August 2008
Warrants");

    


    WHEREAS, the Company and
Enable Growth are parties to that certain Debenture and Warrant Purchase
Agreement dated December 11, 2008 (the "December Purchase
Agreement" and collectively with the March Purchase Agreement, the
Exchange Agreement and the August Purchase Agreement, the "Prior Agreements")
pursuant to which the Company issued to Enable Growth Senior Secured Convertible
Debentures due June 30, 2014 (the "December 2008
Debentures") and common stock purchase warrants to purchase Common Stock
(the "December 2008
Warrants"):

    


    WHEREAS, pursuant to that
certain Securities Purchase Agreement dated October 31, 2008, Enable Growth
purchased from each of Hudson Bay Fund, LP, and Hudson Bay Overseas Fund, Ltd.
(together, "Hudson
Bay"), all of the debentures previously issued by the Company to Hudson
Bay (the "HB
Debentures" and collectively with the June 2008 Debentures, the December
2008 Debentures and the August 2008 Debentures, the "Debentures") and
common stock purchase warrants previously issued by the Company to Hudson Bay
(the "HB
Warrants" and collectively with the December 2006 Warrants, February 2007
Warrants, August 2007 Warrants, March 2008 Warrants, August 2008 Warrants and
the December 2008 Warrants, the "Warrants");

    


    WHEREAS, the Company has
requested that the Holders agree to certain amendments to the Debentures and
Warrants, and the Holders have agreed to such request, subject to the terms and
conditions of this Agreement.

    


    NOW, THEREFORE, in
consideration of the terms and conditions contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Amendments to the
Debentures.  The following is hereby added as new Section 10 of
each of the Debentures:

     

    "Section
10.  So long as the Debentures are outstanding, the Company
hereby agrees as follows:

     

    a. At all
times, the Company and its consolidated Subsidiaries shall maintain a cash
balance (net of all outstanding checks) of no less than
$300,000.  

     

    b. The
Company and its consolidated Subsidiaries shall achieve gross revenue for each
three month period ending on March 31, June 30, September 30 and December 31 of
at least 80% of the average of the gross revenue for the two three month periods
immediately prior to the applicable three month period.  By way of an
example, if the Company and its consolidated Subsidiaries achieve gross revenue
of $7,000,000 for the three-month period ending June 30, 2009, and the Company
and its consolidated Subsidiaries achieved gross revenue of $9,000,000 for the
three-month period ending March 31, 2009, and achieved gross revenue of
$8,800,000 for the three-month period ending on December 31, 2008, the Company
will have failed to satisfy this covenant.

     

    c. The
Company and its consolidated Subsidiaries shall achieve, on a rolling
two-consecutive quarter basis (i.e., for quarterly periods ending March 31, the
sum of the  three-month Adjusted EBITDA of the three months ended
December 31 and March 31, for quarterly periods ending June 30, the sum of the
three-month Adjusted EBITDA of the three months ended March 31 and June 30, for
quarterly periods ending September 30, the sum of the three-month Adjusted
EBITDA of the three months ended June 30 and September 30, and for quarterly
periods ending December 31, the combined three-month Adjusted EBITDA of the
three months ended September 30 and December 31), commencing with the quarter
ending June 30, 2009, Adjusted EBITDA of at least $0.00 or greater.

     

    As used
herein, "Adjusted
EBITDA" means and shall be calculated, for the applicable period, by
taking the net income of the Company and its consolidated Subsidiaries for the
applicable period, determined in accordance with GAAP, consistently applied, and
adding to that amount the sum of the following: (i) any provision for (or less
any benefit from) income taxes, plus (ii) any deduction for
interest expense, net of interest income, plus (iii) depreciation and
amortization expense, plus
(iv) non-cash expenses (such as stock-based compensation and warrant
compensation), plus (v)
expenses related to changes in fair market value of warrant and beneficial
conversion features, plus
(vi) expenses related to impairment of tangible and intangible
assets.

     

    d.             The
Company shall notify the Holder within thirty days from the end of each interim
quarterly period and within sixty days from the end of each fiscal year referred
to in this Section 10, in the event that the Company fails to satisfy the
covenants set forth in this Section 10, and shall publicly disclose such failure
on a Form 8-K within two Business Days of such disclosure to the
Holder.

     

    e.             All
determinations of the components of cash balance, gross revenue and Adjusted
EBITDA shall be derived from the Company's most recently filed Form 10-Q or Form
10-K, as applicable.  In addition, in the event the Company fails to
file a Form 10-Q or 10-K (or successor forms) for any of the reporting periods
for the above-referenced covenants on or before the last date such form is
required to be filed (after permitted extensions under the Exchange Act) with
financial and other information for the applicable period evidencing
satisfaction of the applicable covenant, the Company shall irrevocably be deemed
to have failed to satisfy such covenant.

     

    f.             In
the event that the Company fails to comply or satisfy any of the covenants set
forth in this Section 10, such failure shall constitute an Event of Default
under this Debenture."

     

    2. Adjustment to Conversion
Price of Debentures. The Conversion Price of the Debentures is hereby
adjusted to equal $0.30 per share, subject to further adjustment as set forth in
the Debentures. As such, Section 4(b) of the Debentures is hereby deleted in its
entirety and replaced with the following: "Conversion
Price.  The
conversion price in effect on any Conversion Date shall be equal to $0.30,
subject to adjustment herein (the "Conversion
Price")."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Adjustment to Interest
Payments on the Debentures.  The interest payable on the
Debentures shall be, as of the date hereof, payable in cash only, and payable on
January 1, April 1, July 1 and October 1, at the rate of (a) 0% per annum until
June 30, 2011 and (b) 5% per annum from July 1, 2011 until the Maturity Date of
such Debenture.  All references to the Company's ability to pay
interest in shares of Common Stock are hereby deemed removed.  As
such, Section 2 of each Debenture is hereby deleted in its entirety and replaced
with the following:

     

    "(a)           Payment of Interest in
Cash. The Company shall pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture at the rate
of (i) 0% per annum from October 1, 2008 until June 30, 2011 and (ii) 5% per
annum from July 1, 2011 until the Maturity Date, payable quarterly on January 1,
April 1, July 1 and October 1, beginning on the first such date after October 1,
2008, on each Optional Redemption Date (as to that principal amount then being
redeemed) and on the Maturity Date (each such date, an "Interest Payment
Date") (if any Interest Payment Date is not a Business Day, then the
applicable payment shall be due on the next succeeding Business Day), in
cash.

     

    (b)           [Intentionally
Omitted.]

     

    (c)           Interest
Calculations. Interest shall be calculated on the basis of a 360-day
year, consisting of twelve 30 calendar day periods, and shall accrue daily
commencing on the Original Issue Date until payment in full of the principal
sum, together with all accrued and unpaid interest, liquidated damages and other
amounts which may become due hereunder, has been made.   Interest
hereunder will be paid to the Person in whose name this Debenture is registered
on the records of the Company regarding registration and transfers of this
Debenture (the "Debenture
Register").

     

    (d)           Late
Fee.  All overdue accrued and unpaid interest to be paid
hereunder shall entail a late fee at an interest rate equal to the lesser of 18%
per annum or the maximum rate permitted by applicable law ("Late Fees") which
shall accrue daily from the date such interest is due hereunder through and
including the date of payment in full.

     

    (e)           Prepayment.  Except
as otherwise set forth in this Debenture, the Company may not prepay any portion
of the principal amount of this Debenture without the prior written consent of
the Holder."

    


    4. Optional Redemption
Amount.  The definition of Optional Redemption Amount in each
of the Debentures is hereby deleted in its entirety and replaced with the
following:

    


    ""Optional Redemption
Amount" means the sum of (i) 100% of the then outstanding principal
amount of the Debenture, (ii) accrued but unpaid interest, (iii) an amount equal
to all interest that would have accrued if the principal amount subject to such
Optional Redemption had remained outstanding through the Maturity Date and (iv)
all liquidated damages and other amounts due in respect of the
Debenture."

    


    5. Exchange of
Warrants.  (a)  Effective as of the date hereof, on
or before the Termination Date of the applicable Warrant, each of the Holders
shall have the right, exercisable in its sole discretion on written notice to
the Company (each, a "Notice of Exchange"),
from time to time, to exchange (an "Exchange") for no
cash consideration, all or a portion of the Warrants then held by such Holder
for shares of Common Stock (such shares, the "Exchange Shares"), at
a ratio of one share of Common Stock for each 1.063 shares of Common Stock
underlying such Warrants (subject to adjustment as provided therein) (the "Exchange
Ratio").  The number of shares of Common Stock underlying the
Warrants held by each Holder as of the date hereof, along with the issuance and
expiration dates thereof, are as set forth on Schedule A
hereto.  The aggregate number of Exchange Shares issuable to Enable
Growth, Enable Opportunity and Pierce pursuant to this Section 5 shall be 11,000,000, and the aggregate number of
Exchange Shares issuable to Crescent shall be 542,588 (each of which shall be
subject to adjustment as set forth in Section 3 of the Warrants). No such
Exchange requested by any Holder shall exceed the Beneficial Ownership
Limitation of the Common Stock issued and outstanding from time to time (as
defined in Section 2(d) of each of the Warrants).  The Company
acknowledges and agrees that each Holder may request an Exchange from time to
time until such time as the Warrants held by such Holder, as the case may be,
are no longer outstanding.  The Company acknowledges and agrees that
the shares of Common Stock issuable upon an Exchange shall be issued free of any
restrictive legend and within 3 Trading Days from the date the Notice of
Exchange is delivered by the applicable Holder in connection with such Exchange
in accordance with this Section 5 (which notice
shall include the Holder's DTC instructions for
delivery).  Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender the Warrant to the Company
in connection with an Exchange until the Holder has Exchanged the Warrant for
all of the Exchange Shares issuable upon Exchange of such Warrant, in which
case, the Holder shall surrender the Warrant to the Company for cancellation
within 3 Trading Days of the date the final Notice of Exchange is delivered to
the Company.  Partial Exchanges of the Warrant resulting in
acquisitions of a portion of the total number of Exchange Shares available
thereunder shall have the effect of lowering the outstanding number of Exchange
Shares acquirable thereunder in an amount equal to the applicable number of
Exchange Shares received.  The Holder and the Company shall maintain
records showing the number of Exchange Shares received and the date of such
Exchanges.  The Company shall deliver any objection to any Notice of
Exchange within 1 Business Day of receipt of such notice.  The Holder
and any assignee, by acceptance of the Warrant, acknowledge and agree that, by
reason of the provisions of this paragraph, following the acquisition of a
portion of the Exchange Shares, the number of Exchange Shares available at any
given time may be less than the amount stated herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Fundamental
Transaction. If, at any time while the Warrants are outstanding, (i) the
Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or
indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are
permitted to sell, tender or exchange their shares for other securities, cash or
property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of
the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property, (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a
"Fundamental
Transaction"), then, upon any subsequent exercise of the exchange rights
in Section 5(a) above, each Holder shall have the right to receive, for each
Exchange Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(d) of the Warrants, the
number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional
consideration (the "Alternate
Consideration") receivable as a result of such Fundamental Transaction by
a holder of the number of shares of Common Stock for which the Exchange right in
Section 5(a) is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(d) of the
Warrant).  For purposes of any such exercise, the determination of the
effective exercise price of the Exchange right (i.e, $.0001 per Exchange Share,
the "Effective
Exchange Price") shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the
Company shall apportion the Effective Exchange Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration.  If holders of
Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of the
Exchange right following such Fundamental
Transaction.  Notwithstanding anything to the contrary, in the event
of a Fundamental Transaction that is (1) an all cash transaction, (2) a "Rule
13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act, or (3) a
Fundamental Transaction involving a person or entity not traded on a national
securities exchange, the Company or any Successor Entity (as defined below)
shall, at the Holder's option, exercisable at any time concurrently with, or
within 30 days after, the consummation of the Fundamental Transaction, purchase
the Exchange right granted to the Holder hereunder from the Holder by paying to
the Holder an amount of cash equal to the Black Scholes Value of the remaining
unexercised portion of the Exchange right on the date of the consummation of
such Fundamental Transaction.  "Black Scholes Value"
means the value of this Warrant based on the Black and Scholes Option Pricing
Model obtained from the "OV" function on Bloomberg, L.P. ("Bloomberg")
determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between
the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date, (B) an expected volatility equal to the greater of
100% and the 100 day volatility obtained from the HVT function on Bloomberg as
of the Trading Day immediately following the public announcement of the
applicable Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in
such Fundamental Transaction and (D) a remaining option time equal to the time
between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date.  The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the
survivor (the "Successor Entity") to
assume in writing all of the obligations of the Company under this Exchange
right  and the other Transaction Documents in accordance with the
provisions of this Section 5(b) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at
the option of the Holder, deliver to the Holder in exchange for this Exchange
right described in Section 5(a), a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this
Exchange right which is exercisable for a corresponding number of shares of
capital stock of such Successor Entity (or its parent entity) equivalent to the
shares of Common Stock acquirable and receivable upon exercise of this Exchange
right (without regard to any limitations on the exercise of this Exchange right)
prior to such Fundamental Transaction, and with an exercise price which applies
the Effective Exchange Price hereunder to such shares of capital stock (but
taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Exchange right immediately prior to the
consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Exchange right and the other Transaction
Documents referring to the "Company" shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Exchange right  and
the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Amendment to the
Warrants.  Section 3(b) of the Warrants is hereby amended and
replaced in its entirety with the following:  "[INTENTIONALLY
OMITTED]".

     

    7. Representations and
Warranties of the Company.  The Company hereby makes the
representations and warranties set forth below to the Holders as of the date of
this Agreement:

     

    (a) No
Conflicts.  The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company's or any Subsidiary's certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or any Subsidiary, or give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a
party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not have or
reasonably be expected to result in a Material Adverse Effect.

    


    (b) Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder.  The
execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby have been duly authorized by all
necessary action on the part of the Company and no further action is required by
the Company, the Board of Directors or the Company's stockholders in connection
therewith.  This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors' rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.  The Company has reserved, and at all times shall reserve from
its duly authorized capital stock a number of shares of Common Stock for
issuance of the Exchange Shares.

     

    (c) Equal
Consideration.  Other than the terms contained in this
Agreement, no consideration has been offered or paid to any person to amend or
consent to a waiver, modification, forbearance or otherwise of any provision of
any of the Debentures or Warrants or Transaction Documents (as defined in each
Prior Agreement).

     

    (d) Survival and Bring
Down.  All of the Company's representations and warranties
contained in this Agreement shall survive the execution, delivery and acceptance
of this Agreement by the parties hereto.  The Company expressly
reaffirms that each of the representations and warranties set forth in the Prior
Agreements (as supplemented or qualified by the disclosures in any disclosure
schedule to any Prior Agreement), continues to be true, accurate and complete in
all material respects as of the date hereof (except as set forth in the
disclosure schedules attached hereto) (the "April 2009 Disclosure
Schedule"), and except for any representation and warranty made as of a
certain date, in which case such representation and warranty shall be true,
accurate and complete as of such date), and the Company hereby remakes and
incorporates herein by reference each such representation and warranty (as
qualified by the April 2009 Disclosure Schedule) as though made on the date of
this Agreement.

     

    (e) Holding Period for the
Exchange Shares. Pursuant to Rule 144, the holding period of the Exchange
Shares shall tack back to the original issue date of the Warrants when and if
issued in accordance with Section 5.  The
Company agrees not to take a position contrary to this Section 7.  The
Company agrees to take all actions, including, without limitation, the issuance
by its legal counsel of any necessary legal opinions, necessary to issue the
Exchange Shares without restriction and not containing any restrictive legend
without the need for any action by the Holder.

     

    (f) No Event of
Default.  No Event of Default (as defined in the Debentures)
has occurred and is continuing as of the date hereof.

     

    8. Representations and
Warranties of the Holders.  Each Holder hereby makes the
representation and warranty set forth below to the Company as of the date of
this Agreement. Such Holder represents and warrants that (a) the execution and
delivery of this Agreement by it and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on its
behalf and (b) this Agreement has been duly executed and delivered by such
Holder and constitutes the valid and binding obligation of such Holder,
enforceable against it in accordance with its terms except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

     

    9. Public
Disclosure.  On or before 9:30 am (Eastern Time) on the first
Trading Day immediately following the date hereof, the Company shall file a
Current Report on Form 8-K, reasonably acceptable to the Holders disclosing the
material terms of the transactions contemplated hereby and attaching this
Agreement as an exhibit thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. Effect on Transaction
Documents. Except as expressly set
forth above, all of the terms and conditions of the Prior Agreements, Debentures
and Warrants shall continue in full force and effect after the execution of this
Agreement and shall not be in any way changed, modified or superseded by the
terms set forth herein, including, but not limited to, any other obligations the
Company may have to the Holders under the Prior Agreements, Debentures and
Warrants.  Notwithstanding the foregoing, this Agreement shall be deemed
for all purposes as an amendment to any and all of the Prior Agreements,
Debentures and Warrants as required to serve the purposes hereof, and in the
event of any conflict between the terms and provisions of any other of the Prior
Agreements, Debentures or Warrants, on the one hand, and the terms and
provisions of this Agreement, on the other hand, the terms and provisions of
this Agreement shall prevail.

    


    11. Amendments
and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the
Holders.

     

    12. Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be delivered as set forth in the Exchange
Agreement.

     

    13. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties; provided,
however,
that no party may assign this Agreement or the obligations and rights of such
party hereunder without the prior written consent of the other parties
hereto.

     

    14. Execution.
This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a ".pdf" format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or ".pdf" signature page were an original
thereof.

     

    15. Fees
and Expenses.  Except as expressly set forth herein, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this
Agreement.

     

    16. Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined pursuant to
the Governing Law provision of the Exchange Agreement.

     

    17. Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    18. Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise this Agreement and, therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any amendments hereto.

     

    19. Entire
Agreement.  This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into this Agreement.

     

    20. Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof

     

    21. Independent Nature of
Holders' Obligations and Rights.  The obligations of each
Holder hereunder are several and not joint with the obligations of any other
Holders hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto, shall be deemed to constitute the
Holders as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Holder shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Holder to be joined as an additional party
in any proceeding for such purpose.

     

    22. Re-Issuance of Debentures
and Warrants. Upon the written request of either any of the Holders or
the Company, each party shall use commercially reasonable efforts to deliver the
instruments representing the original Debentures and Warrants to the Company in
exchange for replacement instruments that reflect the revised terms of such
securities as set forth in this Agreement.

     

     [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.

     

    TELANETIX,
INC.

    


    


    By: /s/  Douglas N.
Johnson                   


         Name:
Douglas N. Johnson

     Title:  Chief
Executive Officer

    


    


    


    


    


    ********************

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGE FOR HOLDERS FOLLOW]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      [HOLDER'S SIGNATURE PAGE
TO TNXI AMENDMENT AGREEMENT]

    

     

    IN
WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    


    Name of
Holder:                  Enable
Growth Partners LP

    Enable
Opportunity Partners LP

    Pierce
Diversified Strategy Master Fund LLC, Ena

    


    


    Signature of Authorized Signatory of
Holder: /s/
Brendan
O’Neil                      


    Name of
Authorized Signatory: Brendan
O’Neil                                                      


    Title of
Authorized Signatory:   President and Chief
Investment Officer______

    


    


    


    


    [SIGNATURE
PAGES CONTINUE]

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    [HOLDER'S
SIGNATURE PAGE TO TNXI AMENDMENT AGREEMENT]

     

    IN
WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    


    Name of
Holder:  Crescent International,
LTD                                        


    Signature of Authorized Signatory of
Holder: /s/ Maxi
Brezzi            


    Name of
Authorized Signatory:  Maxi
Brezzi                                          


    Title of
Authorized Signatory: Authorized
Signatory