Exhibit
      4.2

     

    

      


      


      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of December 28, 2006, among Telanetix, Inc., a Delaware
        corporation (the “Company”)
        and
        the several purchasers signatory hereto (each such purchaser, a “Purchaser”
and,
        collectively, the “Purchasers”).

      


      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof, between the Company and each Purchaser (the “Purchase
        Agreement”).

      


      The
        Company and each Purchaser hereby agrees as follows:

      


      1.
         Definitions

      


       Capitalized
        terms used and not otherwise defined herein that are defined in the Purchase
        Agreement shall have the meanings given such terms in the Purchase
        Agreement.
        As used
        in this Agreement, the following terms shall have the following
        meanings:

      


      “Advice”
shall
        have the meaning set forth in Section 6(d).

      


      “Effectiveness
        Date”
means,
        with respect to the initial Registration Statement required to be filed
        hereunder, the 120th
        calendar
        day following the date hereof and, with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the 90th
        calendar
        day following the date on which the Company first knows, or reasonably should
        have known, that such additional Registration Statement is required hereunder;
        provided,
        however,
        that in
        the event the Company is notified by the Commission that one of the above
        Registration Statements will not be reviewed or is no longer subject to further
        review and comments, the Effectiveness Date as to such Registration Statement
        shall be the fifth Trading Day following the date on which the Company is
        so
        notified if such date precedes the dates required above.

      


      “Effectiveness
        Period”
shall
        have the meaning set forth in Section 2(a).

      


      “Event”
shall
        have the meaning set forth in Section 2(b).

      


      “Event
        Date”
shall
        have the meaning set forth in Section 2(b).

      


      “Filing
        Date”
means,
        with respect to the initial Registration Statement required hereunder, the
        30th
        calendar
        day following the date hereof and, with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the 30th
        calendar
        day following the date on which the Company first knows, or reasonably should
        have known, that such additional Registration Statement is required
        hereunder.

      


      “Holder”
or
        “Holders”
means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities.

      


      “Indemnified
        Party”
shall
        have the meaning set forth in Section 5(c).

      


      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 5(c).

      


      “Losses”
shall
        have the meaning set forth in Section 5(a).

      


      “Plan
        of Distribution”
shall
        have the meaning set forth in Section 2(a). 

      


      “Prospectus”
means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

      


      “Registrable
        Securities”
means
        in the initial Registration Statment (i) all of the shares of Common Stock
        issuable upon conversion in full of the Debentures, (ii) all shares of Common
        Stock issuable as interest or principal on the Debentures assuming all
        permissible interest and principal payments are made in shares of Common
        Stock
        and the Debentures are held until maturity, (iii) all Warrant Shares, and
        thereafter (iv) any additional shares of Common Stock issuable in connection
        with any anti-dilution provisions in the Debentures or the Warrants (in each
        case, without giving effect to any limitations on conversion set forth in
        the
        Debenture or limitations on exercise set forth in the Warrant) and (v) any
        securities issued or issuable upon any stock split, dividend or other
        distribution, recapitalization or similar event with respect to the foregoing.
        

      


      “Registration
        Statement”
means
        the registration statements required to be filed hereunder and any additional
        registration statements contemplated by Section 3(c), including (in each
        case)
        the Prospectus, amendments and supplements to such registration statement
        or
        Prospectus, including pre- and post-effective amendments, all exhibits thereto,
        and all material incorporated by reference or deemed to be incorporated by
        reference in such registration statement.

      


      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

      


      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

      


      “Selling
        Shareholder Questionnaire”
shall
        have the meaning set forth in Section 3(a).

      


      2.
         Shelf
        Registration

      


      (a)  On
        or
        prior to each Filing Date, the Company shall prepare and file with the
        Commission a Registration Statement covering the resale of 100% of the
        Registrable Securities on such Filing Date for an offering to be made on
        a
        continuous basis pursuant to Rule 415. The Registration Statement shall be
        on
        Form SB-2 (except if the Company is not then eligible to register for resale
        the
        Registrable Securities on Form SB-2, in which case such registration shall
        be on
        another appropriate form in accordance herewith) and shall contain (unless
        otherwise directed by at least an 85% majority in interest of the Holders)
        substantially the “Plan
        of Distribution”
        attached hereto as Annex
        A.
        Subject
        to the terms of this Agreement, the Company shall use its best efforts to
        cause
        a Registration Statement to be declared effective under the Securities Act
        as
        promptly as possible after the filing thereof, but in any event prior to
        the
        applicable Effectiveness Date, and shall use its best efforts to keep such
        Registration Statement continuously effective under the Securities Act until
        all
        Registrable Securities covered by such Registration Statement have been sold,
        or
        may be sold without volume restrictions pursuant to Rule 144, as determined
        by
        the counsel to the Company pursuant to a written opinion letter to such effect,
        addressed and acceptable to the Company’s transfer agent and the affected
        Holders (the “Effectiveness
        Period”).
        The
        Company shall telephonically request effectiveness of a Registration Statement
        as of 5:00 p.m. New York City time on a Trading Day. The Company shall
        immediately notify the Holders via facsimile of the effectiveness of a
        Registration Statement on the same Trading Day that the Company telephonically
        confirms effectiveness with the Commission, which shall be the date requested
        for effectiveness of a Registration Statement. The Company shall, by 9:30
        a.m.
        New York City time on the Trading Day after the Effective Date (as defined
        in
        the Purchase Agreement), file a final Prospectus with the Commission as required
        by Rule 424. Failure to so notify the Holder within 1 Trading Day of such
        notification of effectiveness or failure to file a final Prospectus as foresaid
        shall be deemed an Event under Section 2(b).

       

      (b)  If:
        (i) a
        Registration Statement is not filed on or prior to its Filing Date (if the
        Company files a Registration Statement without affording the Holders the
        opportunity to review and comment on the same as required by Section 3(a)
        herein, the Company shall be deemed to have not satisfied this clause (i)),
        or
        (ii) the Company fails to file with the Commission a request for acceleration
        in
        accordance with Rule 461 promulgated under the Securities Act, within five
        Trading Days of the date that the Company is notified (orally or in writing,
        whichever is earlier) by the Commission that a Registration Statement will
        not
        be “reviewed,” or not subject to further review, or (iii) prior to its
        Effectiveness Date, the Company fails to file a pre-effective amendment and
        otherwise respond in writing to comments made by the Commission in respect
        of
        such Registration Statement within 10 calendar days after the receipt of
        comments by or notice from the Commission that such amendment is required
        in
        order for a Registration Statement to be declared effective, or (iv) a
        Registration Statement filed or required to be filed hereunder is not declared
        effective by the Commission by its Effectiveness Date, or (v) after the
        Effectiveness Date, a Registration Statement ceases for any reason to remain
        continuously effective as to all Registrable Securities for which it is required
        to be effective, or the Holders are otherwise not permitted to utilize the
        Prospectus therein to resell such Registrable Securities, for more than 10
        consecutive calendar days or more than an aggregate of 30 calendar days (which
        need not be consecutive calendar days) during any 12-month period, provided
        that, solely in the event that the Company suspends effectiveness of the
        Registration Statement in connection with a corporate development that, in
        the
        good faith judgment of the board of directors of the Company, requires
        suspension under the Securities Act, such aggregate of 30 non-consecutive
        calendar days shall be extended to 60 non-consecutive calendar days (any
        such
        failure or breach being referred to as an “Event”,
        and
        for purposes of clause (i) or (iv) the date on which such Event occurs, or
        for
        purposes of clause (ii) the date on which such five Trading Day period is
        exceeded, or for purposes of clause (iii) the date which such 10 calendar
        day
        period is exceeded, or for purposes of clause (v) the date on which such
        10, 30
        or 60 calendar day period, as applicable, is exceeded being referred to as
        “Event
        Date”),
        then,
        in addition to any other rights the Holders may have hereunder or under
        applicable law, on each such Event Date and on each monthly anniversary of
        each
        such Event Date (if the applicable Event shall not have been cured by such
        date)
        until the applicable Event is cured, the Company shall pay to each Holder
        an
        amount in cash, as partial liquidated damages and not as a penalty, equal
        to
        2.0% of the aggregate purchase price paid by such Holder pursuant to the
        Purchase Agreement for any Securities then held by such Holder. The parties
        agree that (1) the Company shall not be liable for liquidated damages under
        this
        Agreement with respect to any Warrants or Warrant Shares, (2) in no event
        shall
        the Company be liable for liquidated damages under this Agreement in excess
        of
        2.0% of the aggregate Subscription Amount of the Holders in any 30-day period
        and (3) the maximum aggregate liquidated damages payable to a Holder under
        this
        Agreement shall be ten percent (10.0%) of the aggregate Subscription Amount
        paid
        by such Holder pursuant to the Purchase Agreement. If the Company fails to
        pay
        any partial liquidated damages pursuant to this Section in full within seven
        days after the date payable, the Company will pay interest thereon at a rate
        of
        18% per annum (or such lesser maximum amount that is permitted to be paid
        by
        applicable law) to the Holder, accruing daily from the date such partial
        liquidated damages are due until such amounts, plus all such interest thereon,
        are paid in full. The partial liquidated damages pursuant to the terms hereof
        shall apply on a daily pro-rata basis for any portion of a month prior to
        the
        cure of an Event.

      


      3.
         Registration
        Procedures.

      


      In
        connection with the Company’s registration obligations hereunder, the Company
        shall:

      


      (a)  Not
        less
        than 3 Trading Days prior to the filing of each Registration Statement and
        not
        less than 1 Trading Day prior to the filing of any related Prospectus or
        any
        amendment or supplement thereto (including any document that would be
        incorporated or deemed to be incorporated therein by reference), the Company
        shall (i) furnish to each Holder copies of all such documents proposed to
        be
        filed, which documents (other than those incorporated or deemed to be
        incorporated by reference) will be subject to the review of such Holders
        and
        (ii) cause its officers and directors, counsel and independent certified
        public
        accountants to respond to such inquiries as shall be necessary, in the
        reasonable opinion of respective counsel to each Holder, to conduct a reasonable
        investigation within the meaning of the Securities Act. The Company shall
        not
        file a Registration Statement or any such Prospectus or any amendments or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities shall reasonably object in good faith, provided that the Company
        is
        notified of such objection in writing no later than 2 Trading Days after
        the
        Holders have been so furnished copies of a Registration Statement or 1 Trading
        Day after the Holders have been so furnished copies of any related Prospectus
        or
        amendments or supplements thereto. Each Holder agrees to furnish to the Company
        a completed questionnaire in the form attached to this Agreement as Annex
        B
        (a
“Selling
        Shareholder Questionnaire”)
        not
        less than two Trading Days prior to the Filing Date or by the end of the
        second
        Trading Day following the date on which such Holder receives draft materials
        in
        accordance with this Section. 

      


      (b)  (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement (subject to the terms
        of this
        Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
        424; (iii) respond as promptly as reasonably possible to any comments received
        from the Commission with respect to a Registration Statement or any amendment
        thereto and provide as promptly as reasonably possible to the Holders true
        and
        complete copies of all correspondence from and to the Commission relating
        to a
        Registration Statement (provided that the Company may excise any information
        contained therein which would constitute material non-public information
        as to
        any Holder which has not executed a confidentiality agreement with the Company);
        and (iv) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of all Registrable
        Securities covered by a Registration Statement during the applicable period
        in
        accordance (subject to the terms of this Agreement) with the intended methods
        of
        disposition by the Holders thereof set forth in such Registration Statement
        as
        so amended or in such Prospectus as so supplemented.

      


      (c)  If
        during
        the Effectiveness Period, the number of Registrable Securities at any time
        exceeds 100% of the number of shares of Common Stock then registered in a
        Registration Statement, then the Company shall file as soon as reasonably
        practicable, but in any case prior to the applicable Filing Date, an additional
        Registration Statement covering the resale by the Holders of not less than
        the
        number of such Registrable Securities. 

      


      (d)  Notify
        the Holders of Registrable Securities to be sold (which notice shall, pursuant
        to clauses (iii) through (vi) hereof, be accompanied by an instruction to
        suspend the use of the Prospectus until the requisite changes have been made)
        as
        promptly as reasonably possible (and, in the case of (i)(A) below, not less
        than
        one Trading Day prior to such filing) and (if requested by any such Person)
        confirm such notice in writing no later than one Trading Day following the
        day
        (i)(A) when a Prospectus or any Prospectus supplement or post-effective
        amendment to a Registration Statement is proposed to be filed; (B) when the
        Commission notifies the Company whether there will be a “review” of such
        Registration Statement and whenever the Commission comments in writing on
        such
        Registration Statement; and (C) with respect to a Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other federal or state governmental authority
        for amendments or supplements to a Registration Statement or Prospectus or
        for
        additional information; (iii) of the issuance by the Commission or any other
        federal or state governmental authority of any stop order suspending the
        effectiveness of a Registration Statement covering any or all of the Registrable
        Securities or the initiation of any Proceedings for that purpose; (iv) of
        the
        receipt by the Company of any notification with respect to the suspension
        of the
        qualification or exemption from qualification of any of the Registrable
        Securities for sale in any jurisdiction, or the initiation or threatening
        of any
        Proceeding for such purpose; (v) of the occurrence of any event or passage
        of
        time that makes the financial statements included in a Registration Statement
        ineligible for inclusion therein or any statement made in a Registration
        Statement or Prospectus or any document incorporated or deemed to be
        incorporated therein by reference untrue in any material respect or that
        requires any revisions to a Registration Statement, Prospectus or other
        documents so that, in the case of a Registration Statement or the Prospectus,
        as
        the case may be, it will not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading; and (vi) the occurrence or existence of any pending
        corporate development with respect to the Company that the Company believes
        may
        be material and that, in the determination of the Company, makes it not in
        the
        best interest of the Company to allow continued availability of a Registration
        Statement or Prospectus, provided that any and all of such information shall
        remain confidential to each Holder until such information otherwise becomes
        public, unless disclosure by a Holder is required by law; provided,
        further,
        that
        notwithstanding each Holder’s agreement to keep such information confidential,
        the Holders make no acknowledgement that any such information is material,
        non-public information.

      


      (e)  Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of
        (i) any order suspending the effectiveness of a Registration Statement, or
        (ii)
        any suspension of the qualification (or exemption from qualification) of
        any of
        the Registrable Securities for sale in any jurisdiction, at the earliest
        practicable moment.

      


      (f)  Furnish
        to each Holder, without charge, at least one conformed copy of each such
        Registration Statement and each amendment thereto, including financial
        statements and schedules, all documents incorporated or deemed to be
        incorporated therein by reference to the extent requested by such Person,
        and
        all exhibits to the extent requested by such Person (including those previously
        furnished or incorporated by reference) promptly after the filing of such
        documents with the Commission.

      


      (g)  Subject
        to the terms of this Agreement, the Company hereby consents to the use of
        such
        Prospectus and each amendment or supplement thereto by each of the selling
        Holders in connection with the offering and sale of the Registrable Securities
        covered by such Prospectus and any amendment or supplement thereto, except
        after
        the giving of any notice pursuant to Section 3(d).

      


      (h)  
        The
        Company shall effect a filing with respect to the public offering contemplated
        by the Registration Statement (an “Issuer
        Filing”)
        with
        the National Association of Securities Dealers, Inc. (“NASD”)
        Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) within
        one Trading Day of the date that the Registration Statement is first filed
        with
        the Commission and pay the filing fee required by such Issuer Filing. The
        Company shall use commercially reasonable efforts to pursue the Issuer Filing
        until the NASD issues a letter confirming that it does not object to the
        terms
        of the offering contemplated by the Registration Statement. A copy of the
        Issuer
        Filing and all related correspondence with respect thereto shall be provided
        to
        FWS.

      


      (i)  Prior
        to
        any resale of Registrable Securities by a Holder, use its commercially
        reasonable efforts to register or qualify or cooperate with the selling Holders
        in connection with the registration or qualification (or exemption from the
        Registration or qualification) of such Registrable Securities for the resale
        by
        the Holder under the securities or Blue Sky laws of such jurisdictions within
        the United States as any Holder reasonably requests in writing, to keep each
        registration or qualification (or exemption therefrom) effective during the
        Effectiveness Period and to do any and all other acts or things reasonably
        necessary to enable the disposition in such jurisdictions of the Registrable
        Securities covered by each Registration Statement; provided, that the Company
        shall not be required to qualify generally to do business in any jurisdiction
        where it is not then so qualified, subject the Company to any material tax
        in
        any such jurisdiction where it is not then so subject or file a general consent
        to service of process in any such jurisdiction.

      


      (j)  If
        requested by the Holders, cooperate with the Holders to facilitate the timely
        preparation and delivery of certificates representing Registrable Securities
        to
        be delivered to a transferee pursuant to a Registration Statement, which
        certificates shall be free, to the extent permitted by the Purchase Agreement,
        of all restrictive legends, and to enable such Registrable Securities to
        be in
        such denominations and registered in such names as any such Holders may
        request.

      


      (k)  Upon
        the
        occurrence of any event contemplated by this Section 3, as promptly as
        reasonably possible under the circumstances taking into account the Company’s
        good faith assessment of any adverse consequences to the Company and its
        stockholders of the premature disclosure of such event, prepare a supplement
        or
        amendment, including a post-effective amendment, to a Registration Statement
        or
        a supplement to the related Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference, and file any other required document
        so
        that, as thereafter delivered, neither a Registration Statement nor such
        Prospectus will contain an untrue statement of a material fact or omit to
        state
        a material fact required to be stated therein or necessary to make the
        statements therein, in light of the circumstances under which they were made,
        not misleading. If
        the
        Company notifies the Holders in accordance with clauses (iii) through (vi)
        of
        Section 3(d) above to suspend the use of any Prospectus until the requisite
        changes to such Prospectus have been made, then the Holders shall suspend
        use of
        such Prospectus. The Company will use its best efforts to ensure that the
        use of
        the Prospectus may be resumed as promptly as is practicable. The Company
        shall
        be entitled to exercise its right under this Section 3(k) to suspend the
        availability of a Registration Statement and Prospectus, subject to the payment
        of partial liquidated damages pursuant to Section 2(b), for a period not
        to
        exceed 60 calendar days (which need not be consecutive days) in any 12 month
        period.

      


      (l)  Comply
        with all applicable rules and regulations of the Commission.

      


      (m)  The
        Company may require each selling Holder to furnish to the Company a certified
        statement as to the number of shares of Common Stock beneficially owned by
        such
        Holder and, if required by the Commission, the natural persons thereof that
        have
        voting and dispositive control over the Shares. During any periods that the
        Company is unable to meet its obligations hereunder with respect to the
        registration of the Registrable Securities solely because any Holder fails
        to
        furnish such information within three Trading Days of the Company’s request, any
        liquidated damages that are accruing at such time as to such Holder only
        shall
        be tolled and any Event that may otherwise occur solely because of such delay
        shall be suspended as to such Holder only, until such information is delivered
        to the Company.

      


      4.
         Registration
        Expenses.
        All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to a Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        fees and expenses) (A) with respect to filings required to be made with any
        Trading Market on which the Common Stock is then listed for trading, (B)
        in
        compliance with applicable state securities or Blue Sky laws reasonably agreed
        to by the Company in writing (including, without limitation, fees and
        disbursements of counsel for the Company in connection with Blue Sky
        qualifications or exemptions of the Registrable Securities) and (C) if not
        previously paid by the Company in connection with an Issuer Filing, with
        respect
        to any filing that may be required to be made by any broker through which
        a
        Holder intends to make sales of Registrable Securities with NASD Regulation,
        Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no
        more
        than a customary brokerage commission in connection with such sale, (ii)
        printing expenses (including, without limitation, expenses of printing
        certificates for Registrable Securities), (iii) messenger, telephone and
        delivery expenses, (iv) fees and disbursements of counsel for the Company,
        (v)
        Securities Act liability insurance, if the Company so desires such insurance,
        and (vi) fees and expenses of all other Persons retained by the Company in
        connection with the consummation of the transactions contemplated by this
        Agreement. In addition, the Company shall be responsible for all of its internal
        expenses incurred in connection with the consummation of the transactions
        contemplated by this Agreement (including, without limitation, all salaries
        and
        expenses of its officers and employees performing legal or accounting duties),
        the expense of any annual audit and the fees and expenses incurred in connection
        with the listing of the Registrable Securities on any securities exchange
        as
        required hereunder. In no event shall the Company be responsible for any
        broker
        or similar commissions of any Holder or, except to the extent provided for
        in
        the Transaction Documents, any legal fees or other costs of the
        Holders.

      


      5.
         Indemnification.

      


      (a)  Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, members, partners, agents,
        brokers (including brokers who offer and sell Registrable Securities as
        principal as a result of a pledge or any failure to perform under a margin
        call
        of Common Stock), investment advisors and employees (and any other Persons
        with
        a functionally equivalent role of a Person holding such titles, notwithstanding
        a lack of such title or any other title) of each of them, each Person who
        controls any such Holder (within the meaning of Section 15 of the Securities
        Act
        or Section 20 of the Exchange Act) and the officers, directors, members,
        shareholders, partners, agents and employees (and any other Persons with
        a
        functionally equivalent role of a Person holding such titles, notwithstanding
        a
        lack of such title or any other title) of each such controlling Person, to
        the
        fullest extent permitted by applicable law, from and against any and all
        losses,
        claims, damages, liabilities, costs (including, without limitation, reasonable
        attorneys’ fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to (1) any untrue or alleged untrue
        statement of a material fact contained in a Registration Statement, any
        Prospectus or any form of prospectus or in any amendment or supplement thereto
        or in any preliminary prospectus, or arising out of or relating to any omission
        or alleged omission of a material fact required to be stated therein or
        necessary to make the statements therein (in the case of any Prospectus or
        form
        of prospectus or supplement thereto, in light of the circumstances under
        which
        they were made) not misleading or (2) any violation or alleged violation
        by the
        Company of the Securities Act, the Exchange Act or any state securities law,
        or
        any rule or regulation thereunder, in connection with the performance of
        its
        obligations under this Agreement, except to the extent, but only to the extent,
        that (i) such untrue statements or omissions are based solely upon information
        regarding such Holder furnished in writing to the Company by such Holder
        expressly for use therein, or to the extent that such information relates
        to
        such Holder or such Holder’s proposed method of distribution of Registrable
        Securities and was reviewed and expressly approved in writing by such Holder
        expressly for use in a Registration Statement, such Prospectus or such form
        of
        Prospectus or in any amendment or supplement thereto (it being understood
        that
        the Holder has approved Annex A hereto for this purpose) or (ii) in the case
        of
        an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
        the
        use by such Holder of an outdated or defective Prospectus after the Company
        has
        notified such Holder in writing that the Prospectus is outdated or defective
        and
        prior to the receipt by such Holder of the Advice contemplated in Section
        6(d).
        The Company shall notify the Holders promptly of the institution, threat
        or
        assertion of any Proceeding arising from or in connection with the transactions
        contemplated by this Agreement of which the Company is aware.

      


      (b)  Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents or employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses, as incurred, to the extent arising out of or
        based
        solely upon: (x) such Holder’s failure to comply with the prospectus delivery
        requirements of the Securities Act or (y) any untrue or alleged untrue statement
        of a material fact contained in any Registration Statement, any Prospectus,
        or
        any form of prospectus, or in any amendment or supplement thereto or in any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein not misleading (i) to the extent, but only to the
        extent,
        that such untrue statement or omission is contained in any information so
        furnished in writing by such Holder to the Company specifically for inclusion
        in
        such Registration Statement or such Prospectus or (ii) to the extent that
        such
        information relates to such Holder’s proposed method of distribution of
        Registrable Securities and was reviewed and expressly approved in writing
        by
        such Holder expressly for use in a Registration Statement (it being understood
        that the Holder has approved Annex A hereto for this purpose), such Prospectus
        or such form of Prospectus or in any amendment or supplement thereto or (ii)
        in
        the case of an occurrence of an event of the type specified in Section
        3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus
        after the Company has notified such Holder in writing that the Prospectus
        is
        outdated or defective and prior to the receipt by such Holder of the Advice
        contemplated in Section 6(d). In no event shall the liability of any selling
        Holder hereunder be greater in amount than the dollar amount of the net proceeds
        received by such Holder upon the sale of the Registrable Securities giving
        rise
        to such indemnification obligation.

      


      (c)  Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party shall promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall have the right to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have prejudiced the Indemnifying Party.

      


      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and counsel to the Indemnified Party shall
        reasonably believe that a material conflict of interest is likely to exist
        if
        the same counsel were to represent such Indemnified Party and the Indemnifying
        Party (in which case, if such Indemnified Party notifies the Indemnifying
        Party
        in writing that it elects to employ separate counsel at the expense of the
        Indemnifying Party, the Indemnifying Party shall not have the right to assume
        the defense thereof and the reasonable fees and expenses of no more than
        one
        separate counsel shall be at the expense of the Indemnifying Party). The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld or delayed. No Indemnifying Party shall, without the prior written
        consent of the Indemnified Party, effect any settlement of any pending
        Proceeding in respect of which any Indemnified Party is a party, unless such
        settlement includes an unconditional release of such Indemnified Party from
        all
        liability on claims that are the subject matter of such Proceeding.

      


      Subject
        to the terms of this Agreement, all reasonable fees and expenses of the
        Indemnified Party (including reasonable fees and expenses to the extent incurred
        in connection with investigating or preparing to defend such Proceeding in
        a
        manner not inconsistent with this Section) shall be paid to the Indemnified
        Party, as incurred, within ten Trading Days of written notice thereof to
        the
        Indemnifying Party; provided, that the Indemnified Party shall promptly
        reimburse the Indemnifying Party for that portion of such fees and expenses
        applicable to such actions for which such Indemnified Party is judicially
        determined to be not entitled to indemnification hereunder.

      


      (d)  Contribution.
        If the
        indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
        Party or insufficient to hold an Indemnified Party harmless for any Losses,
        then
        each Indemnifying Party shall contribute to the amount paid or payable by
        such
        Indemnified Party, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in this Agreement, any reasonable attorneys’ or other fees or expenses incurred
        by such party in connection with any Proceeding to the extent such party
        would
        have been indemnified for such fees or expenses if the indemnification provided
        for in this Section was available to such party in accordance with its
        terms.

      


      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        net proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission.

      


      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

      


      6.
         Miscellaneous.

      


      (a)  Remedies.
        In the
        event of a breach by the Company or by a Holder of any of their respective
        obligations under this Agreement, each Holder or the Company, as the case
        may
        be, in addition to being entitled to exercise all rights granted by law and
        under this Agreement, including recovery of damages, shall be entitled to
        specific performance of its rights under this Agreement. The Company and
        each
        Holder agree that monetary damages would not provide adequate compensation
        for
        any losses incurred by reason of a breach by it of any of the provisions
        of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall not assert or shall
        waive the defense that a remedy at law would be adequate.

      


      (b)  No
        Piggyback on Registrations.
        Except
        as set forth on Schedule
        6(b)
        attached
        hereto, neither the Company nor any of its security holders (other than the
        Holders in such capacity pursuant hereto) may include securities of the Company
        in the Registration Statements other than the Registrable Securities. The
        Company shall not file any other registration statements until all Registrable
        Securities are registered pursuant to a Registration Statement that is declared
        effective by the Commission, provided that this Section 6(b) shall not prohibit
        the Company from filing amendments to registration statements filed prior
        to the
        date of this Agreement.

      


      (c)  Compliance.
        Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it in connection with
        sales
        of Registrable Securities pursuant to a Registration Statement.

      


      (d)  Discontinued
        Disposition.
        By its
        acquisition of Registrable Securities, each Holder agrees that, upon receipt
        of
        a notice from the Company of the occurrence of any event of the kind described
        in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
        disposition of such Registrable Securities under a Registration Statement
        until
        it is advised in writing (the “Advice”)
        by the
        Company that the use of the applicable Prospectus (as it may have been
        supplemented or amended) may be resumed. The Company will use its best efforts
        to ensure that the use of the Prospectus may be resumed as promptly as it
        practicable. The Company agrees and acknowledges that any periods during
        which
        the Holder is required to discontinue the disposition of the Registrable
        Securities hereunder shall be subject to the provisions of Section
        2(b).

      


      (e)  Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with the stock option or other employee benefit plans, then the
        Company shall send to each Holder a written notice of such determination
        and, if
        within fifteen days after the date of such notice, any such Holder shall
        so
        request in writing, the Company shall include in such registration statement
        all
        or any part of such Registrable Securities such Holder requests to be
        registered; provided,
        however,
        that
        the Company shall not be required to register any Registrable Securities
        pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
        144(k) promulgated under the Securities Act or that are the subject of a
        then
        effective Registration Statement.

      


      (f)  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 of a majority of the then outstanding
        Registrable Securities. If a Registration Statement does not register all
        of the
        Registrable Securities pursuant to a waiver or amendment done in compliance
        with
        the previous sentence, then the number of Registrable Securities to be
        registered for each Holder shall be reduced pro rata
        among
        all Holders and each Holder shall have the right to designate which of its
        Registrable Securities shall be omitted from such Registration Statement.
        Notwithstanding the foregoing, a waiver or consent to depart from the provisions
        hereof with respect to a matter that relates exclusively to the rights of
        Holders and that does not directly or indirectly affect the rights of other
        Holders may be given by Holders of all of the Registrable Securities to which
        such waiver or consent relates; provided,
        however,
        that
        the provisions of this sentence may not be amended, modified, or supplemented
        except in accordance with the provisions of the immediately preceding sentence.
        

      


      (g)  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 Purchase Agreement.
        

      


      (h)  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 and shall inure to the benefit of
        each
        Holder. The Company may not assign (except by merger) its rights or obligations
        hereunder without the prior written consent of all of the Holders of the
        then-outstanding Registrable Securities. Each Holder may assign their respective
        rights hereunder in the manner and to the Persons as permitted under the
        Purchase Agreement.

      


      (i)  No
        Inconsistent Agreements.
        Neither
        the Company nor any of its Subsidiaries has entered, as of the date hereof,
        nor
        shall the Company or any of its Subsidiaries, on or after the date of this
        Agreement, enter into any agreement with respect to its securities, that
        would
        have the effect of impairing the rights granted to the Holders in this Agreement
        or otherwise conflicts with the provisions hereof. Except as set forth on
        Schedule
        6(i),
        neither
        the Company nor any of its subsidiaries has previously entered into any
        agreement granting any registration rights with respect to any of its securities
        to any Person that have not been satisfied in full.

      


      (j)  Execution
        and Counterparts.
        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.

      


      (k)  Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be determined in accordance with the provisions of
        the
        Purchase Agreement.

      


      (l)  Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any other remedies
        provided by law.

      


      (m)  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.

      


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

      


      (o)  Independent
        Nature of Holders’ Obligations and Rights.
        The
        obligations of each Holder hereunder are several and not joint with the
        obligations of any other Holder 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 or thereto, 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.

      


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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

      


      
        	
                TELANETIX,
                  INC.

                 

              
	
                By:
                  /s/
                  Thomas A. Szabo

                Thomas
                  A. Szabo

                Chief
                  Executive Officer

              


      

           

      


      


      


      


      


      


      


      


      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]

      


      



      [SIGNATURE
        PAGE OF HOLDERS TO TNXI RRA]

      


      


      Name
        of
        Holder: Enable
        Growth Partners LP

      Signature
        of Authorized Signatory of Purchaser:
        /s/Brendan
        O'Neil

      Name
        of
        Authorized Signatory: Brendan
        O'Neil

      Title
        of
        Authorized Signatory: Principal
        and Portfolio Manager

      


      


      


      


      [SIGNATURE
        PAGES CONTINUE]

      



      [SIGNATURE
        PAGE OF HOLDERS TO TNXI RRA]

       

      


      Name
        of
        Holder: Enable
        OpportunityPartners LP

      Signature
        of Authorized Signatory of Purchaser:
        /s/Brendan
        O'Neil

      Name
        of
        Authorized Signatory: Brendan
        O'Neil

      Title
        of
        Authorized Signatory: Principal
        and Portfolio Manager

      


      


      


      


      [SIGNATURE
        PAGES CONTINUE]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO TNXI RRA]

       

      


      Name
        of
        Holder: Pierce
        Diversified Strategy Master Fund LLC, ena

      Signature
        of Authorized Signatory of Purchaser:
        /s/Brendan
        O'Neil

      Name
        of
        Authorized Signatory: Brendan
        O'Neil

      Title
        of
        Authorized Signatory: Principal
        and Portfolio Manager

      


      


      


      [SIGNATURE
        PAGES CONTINUE]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO TNXI RRA]

       

      


      Name
        of
        Holder: Crescent International Ltd.

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

      Name
        of
        Authorized Signatory: Maxi Brezzi Bachir taleb-Ibrahimi

      Title
        of
        Authorized Signatory: Authorized Signatories

      


      


      


      [SIGNATURE
        PAGES CONTINUE]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        A

      


      Plan
        of Distribution

      


      Each
        Selling Stockholder (the “Selling
        Stockholders”)
        of the
        common stock and any of their pledgees, assignees and successors-in-interest
        may, from time to time, sell any or all of their shares of common stock on
        the
        OTC Bulletin Board or any other stock exchange, market or trading facility
        on
        which the shares are traded or in private transactions. These sales may be
        at
        fixed or negotiated prices. A Selling Stockholder may use any one or more
        of the
        following methods when selling shares:

       

      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


       

      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


       

      	·  	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


       

      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


       

      	·  	
              privately
                negotiated transactions;

            


       

      	·  	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a part;


            


       

      	·  	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per share;

            


       

      	·  	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or
                otherwise;

            


       

      	·  	
              a
                combination of any such methods of sale;
                or

            


       

      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


       

      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act of 1933, as amended (the “Securities
        Act”),
        if
        available, rather than under this prospectus.

       

      Broker-dealers
        engaged by the Selling Stockholders may arrange for other brokers-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the Selling Stockholders (or, if any broker-dealer acts as agent for the
        purchaser of shares, from the purchaser) in amounts to be negotiated, but,
        except as set forth in a supplement to this Prospectus, in the case of an
        agency
        transaction not in excess of a customary brokerage commission in compliance
        with
        NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
        in compliance with NASDR IM-2440. 

       

      In
        connection with the sale of the common stock or interests therein, the Selling
        Stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the common
        stock in the course of hedging the positions they assume. The Selling
        Stockholders may also sell shares of the common stock short and deliver these
        securities to close out their short positions, or loan or pledge the common
        stock to broker-dealers that in turn may sell these securities. The Selling
        Stockholders may also enter into option or other transactions with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such
        transaction).

       

      The
        Selling Stockholders and any broker-dealers or agents that are involved in
        selling the shares may be deemed to be “underwriters” within the meaning of the
        Securities Act in connection with such sales. In such event, any commissions
        received by such broker-dealers or agents and any profit on the resale of
        the
        shares purchased by them may be deemed to be underwriting commissions or
        discounts under the Securities Act. Each Selling Stockholder has informed
        the
        Company that it does not have any written or oral agreement or understanding,
        directly or indirectly, with any person to distribute the Common Stock. In
        no
        event shall any broker-dealer receive fees, commissions and markups which,
        in
        the aggregate, would exceed eight percent (8%).

       

      The
        Company is required to pay certain fees and expenses incurred by the Company
        incident to the registration of the shares. The Company has agreed to indemnify
        the Selling Stockholders against certain losses, claims, damages and
        liabilities, including liabilities under the Securities Act. 

       

      Because
        Selling Stockholders may be deemed to be “underwriters” within the meaning of
        the Securities Act, they will be subject to the prospectus delivery requirements
        of the Securities Act including Rule 172 thereunder. In addition, any securities
        covered by this prospectus which qualify for sale pursuant to Rule 144 under
        the
        Securities Act may be sold under Rule 144 rather than under this prospectus.
        There is no underwriter or coordinating broker acting in connection with
        the
        proposed sale of the resale shares by the Selling Stockholders.

       

      We
        agreed
        to keep this prospectus effective until the earlier of (i) the date on which
        the
        shares may be resold by the Selling Stockholders without registration and
        without regard to any volume limitations by reason of Rule 144(k) under the
        Securities Act or any other rule of similar effect or (ii) all of the shares
        have been sold pursuant to this prospectus or Rule 144 under the Securities
        Act
        or any other rule of similar effect. The resale shares will be sold only
        through
        registered or licensed brokers or dealers if required under applicable state
        securities laws. In addition, in certain states, the resale shares may not
        be
        sold unless they have been registered or qualified for sale in the applicable
        state or an exemption from the registration or qualification requirement
        is
        available and is complied with.

       

      Under
        applicable rules and regulations under the Exchange Act, any person engaged
        in
        the distribution of the resale shares may not simultaneously engage in market
        making activities with respect to the common stock for the applicable restricted
        period, as defined in Regulation M, prior to the commencement of the
        distribution. In addition, the Selling Stockholders will be subject to
        applicable provisions of the Exchange Act and the rules and regulations
        thereunder, including Regulation M, which may limit the timing of purchases
        and
        sales of shares of the common stock by the Selling Stockholders or any other
        person. We will make copies of this prospectus available to the Selling
        Stockholders and have informed them of the need to deliver a copy of this
        prospectus to each purchaser at or prior to the time of the sale (including
        by
        compliance with Rule 172 under the Securities Act).

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Annex
        B

       

      TELANETIX,
        INC.

       

      Selling
        Securityholder Notice and Questionnaire

       

      The
        undersigned beneficial owner of common stock (the “Registrable
        Securities”)
        of
        Telanetix, Inc., a Delaware corporation (the “Company”),
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the “Commission”)
        a
        registration statement (the “Registration
        Statement”)
        for
        the registration and resale under Rule 415 of the Securities Act of 1933,
        as
        amended (the “Securities
        Act”),
        of
        the Registrable Securities, in accordance with the terms of the Registration
        Rights Agreement (the “Registration
        Rights Agreement”)
        to
        which this document is annexed. A copy of the Registration Rights Agreement
        is
        available from the Company upon request at the address set forth below. All
        capitalized terms not otherwise defined herein shall have the meanings ascribed
        thereto in the Registration Rights Agreement.

       

      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus. Accordingly, holders and
        beneficial owners of Registrable Securities are advised to consult their
        own
        securities law counsel regarding the consequences of being named or not being
        named as a selling securityholder in the Registration Statement and the related
        prospectus.

       

      NOTICE

       

      The
        undersigned beneficial owner (the “Selling
        Securityholder”)
        of
        Registrable Securities hereby elects to include the Registrable Securities
        owned
        by it in the Registration Statement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

       

      QUESTIONNAIRE

       

      1. Name.

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling
                  Securityholder

              


      

       

      
        	 
	 


      

      


      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities are
                  held:

              


      

       

      
        	 
	 


      

      


      
        	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by the
                  questionnaire):

              


      

       

      
        	 
	 


      

      


       

      2.
        Address for Notices to Selling Securityholder:

       

      
        	 
	 
	 
	
                Telephone: 

              
	
                Fax: 

              
	
                Contact
                  Person: 

              


      

      


      3.
        Broker-Dealer Status:

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes
         No
        

       

      
        	 	
                (b)

              	
                If
                  “yes” to Section 3(a), did you receive your Registrable Securities as
                  compensation for investment banking services to the
                  Company.

              


      

       

      Yes
         No
        

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	 	
                (c)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes
         No
        

       

      
        	 	
                (d)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

       

      Yes
         No
        

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      4.
        Beneficial Ownership of Securities of the Company Owned by the Selling
        Securityholder.

       

      Except
        as set forth below in this Item 4, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the securities
        issuable pursuant to the Purchase Agreement.

       

      
        	 	
                (a)

              	
                Type
                  and Amount of other securities beneficially owned by the Selling
                  Securityholder:

              


      

       

      
        	 
	 
	 


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5.
        Relationships with the Company:

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

       

      
        	 
	 
	 


      

      


       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        at any time while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 5 and the inclusion of
        such
        information in the Registration Statement and the related prospectus
and
        any
        amendments or supplements thereto.
        The
        undersigned understands that such information will be relied upon by the
        Company
        in connection with the preparation or amendment of the Registration Statement
        and the related prospectus.

       

      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Notice
        and Questionnaire to be executed and delivered either in person or by its
        duly
        authorized agent.

       

      Dated:
          Beneficial
        Owner:  

      


      By:  

      Name:

      Title: 

      


      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
        THE ORIGINAL BY OVERNIGHT MAIL, TO: