ex10-1.htm


    Exhibit
10.1

    
      DEBENTURE
AND WARRANT PURCHASE AGREEMENT

       

      This
Debenture and Warrant Purchase Agreement (this "Agreement"), dated as
of December 11, 2008, is made by and between Telanetix, Inc., a Delaware
corporation (the "Company"), and the
Purchasers signatory hereto (collectively, the "Purchasers").

       

      For good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

       

      1. Issuance of Debenture and
Warrant. The Company hereby agrees to issue to the Purchasers against
payment therefor as described herein, (a) a debenture of the Company in the
aggregate principal amount of $1,500,000, which debenture
shall be in the form of Exhibit A attached
hereto (a "Debenture") and (b) a
common stock purchase warrant to purchase an aggregate of up to 456,000 shares of Common
Stock, with an exercise price per share equal to $0.40, which warrant shall be
in the form of Exhibit
B attached hereto (the "Warrant").  The
total purchase price to be paid by the Purchaser for the purchase of the
Debenture and the Warrant is $1,500,000 (the "Subscription
Amount").  Subject to the terms and conditions hereunder, at
the closing, the Company shall deliver to the Purchaser the Debenture and the
Warrant, and the Purchaser shall deliver the Subscription Amount to the account
designated in writing by the Company.

       

      2. Documents.  The
rights and obligations of the Purchaser and of the Company with respect to the
Debenture, the Warrant and the shares of Common Stock issuable under the
Debenture and Warrant (the "Underlying Shares")
shall be identical, as to the Debenture and Underlying Shares, in all respects
to the rights and obligations of the Purchaser and the Company with respect to
the debentures and the underlying shares issued pursuant to that certain
Securities Exchange Agreement dated June 30, 2008 among the Company and the
Purchasers signatory thereto (the "Exchange Agreement"),
as amended by the Amendment Agreement between the Company and certain holders of
outstanding Company securities of even date herewith (the "Amendment Agreement")
and, as to the Warrant, in all respect to the rights and obligations of the
Purchasers and the Company with respect to the warrants issued pursuant to that
certain Securities Purchase Agreement dated March 27, 2008 among the Company and
the Purchaser signatory thereto as amended by the Amendment Agreement (the
"March Purchase
Agreement" and together with the Exchange Agreement, the "Prior
Agreements").  Defined terms not otherwise defined
herein shall have the meanings set forth in the Exchange
Agreement.

       

      3. Representations and
Warranties of the Company.  The Company hereby makes to the
Purchaser the following representations and warranties:

       

      (a) 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 and
thereunder.  The execution and delivery of this Agreement by the
Company and the consummation by the Company 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, its board of directors
or its 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.

       

      (b) 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 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 (except as contemplated
herein) upon any of the properties or assets of the Company in connection with,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which such Company
is a party or by which any property or asset of the Company 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 is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company 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.

       

      (c) Issuance of the Debenture
and Warrant.  The Debenture and Warrant are duly authorized
and, upon the execution of this Agreement by a Purchaser, will be duly and
validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the
Debenture and Warrant.  The Underlying Shares, when issued in
accordance with the terms of the Debenture and Warrant, will be validly issued,
fully paid and nonassessable, free and clear of all Liens imposed by the
Company.  The Company has reserved from its duly authorized capital
stock a number of shares of Common Stock for issuance of the Underlying
Shares.

       

      (d) Affirmation of Prior
Representations and Warranties.  Except as set forth on
Schedule 3(d) hereto, the Company hereby represents and warrants to each
Purchaser that the Company's representations and warranties listed in Section
3.1 of the Exchange Agreement, as supplemented by the disclosures in the
disclosure schedule to the Exchange Agreement, are true and correct as of the
date hereof.

       

      4. Representations and
Warranties of the Purchaser.  The Purchaser hereby represents
and warrants as of the date hereof to the Company as follows:

       

      (a) Authority.  The
execution, delivery and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate or similar action on the part of such Purchaser.  This
Agreement has been duly executed by such Purchaser and, when delivered by such
Purchaser in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Purchaser, 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b) Own
Account.  Such Purchaser (i) understands that the Debenture and
Warrant are "restricted securities" and have not been registered under the
Securities Act or any applicable state securities law, (ii) is acquiring the
Debenture and Warrant as principal for its own account and not with a view to or
for distributing or reselling such Debenture or Warrant or any part thereof in
violation of the Securities Act or any applicable state securities law, (iii)
has no present intention of distributing any of such securities in violation of
the Securities Act or any applicable state securities law and (iv) has no
arrangement or understanding with any other persons regarding the distribution
of such Debenture and Warrant (this representation and warranty not limiting
such Purchaser's right to sell the Underlying Shares pursuant to a registration
statement or otherwise in compliance with applicable federal and state
securities laws) in violation of the Securities Act or any applicable state
securities law.  Such Purchaser is acquiring the Debenture and Warrant
hereunder in the ordinary course of its business.

       

      (c) Purchaser
Status.  At the time such Purchaser was offered the Debenture
and Warrant, it was, and as of the date hereof it is, and on each date on which
it exercises the Warrant or converts the Debenture it will be an "accredited
investor" as defined in Rule 501 under the Securities Act.  Such
Purchaser is not required to be registered as a broker-dealer under Section 15
of the Exchange Act.

       

      (d) Experience of
Purchasers.  Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Debenture and Warrant, and has so evaluated
the merits and risks of such investment.  Such Purchasers is able to
bear the economic risk of an investment in the Debenture and Warrant and, at the
present time, is able to afford a complete loss of such investment.

       

      (e) General
Solicitation.  Such Purchaser is not purchasing the Debenture
and Warrant as a result of any advertisement, article, notice or other
communication regarding such securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.

       

      5. Delivery of
Opinion.  Concurrently herewith, the Company shall deliver to
the Purchasers an opinion of outside counsel regarding this Agreement and the
issuance of the Debenture and Warrant, in form and substance reasonably
acceptable to the Purchasers.

       

      6. Public
Disclosure.  The Company shall, on or before 9:30 am ET on the
Trading Day following the date hereof, issue a Current Report on Form 8-K,
reasonably acceptable to the Purchasers, disclosing the material terms of the
transactions contemplated hereby, and shall attach this Agreement
thereto.  The Company shall consult with the Purchasers in issuing any
other press releases with respect to the transactions contemplated
hereby.

       

      7. Expenses.  The
Company agrees to pay to Purchaser $10,000 at the closing, as reimbursement for
Purchasers' legal expenses (such amounts shall be in satisfaction of
reimbursement for the Purchasers' legal expenses associated with the Exchange
Agreement and the transactions contemplated hereby).  Except as set
forth above, 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.

       

      8. 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
Purchaser.

       

      9. Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given.  The address for such notices and
communications shall be as set forth on the signature pages attached
hereto.

       

      10. 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 Purchaser. The Company may not assign (except
by merger) its rights or obligations hereunder without the prior written consent
of the Purchaser (except by merger).  The Purchaser may assign their
rights hereunder in the manner and to the persons as permitted under the
Debenture and Warrant.

       

      11. 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.

       

      12. Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the transaction documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other transaction documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the City of New York, borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
transaction documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is
improper or is an inconvenient venue for such proceeding.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by law.   If either party shall commence an action or
proceeding to enforce any provisions of the transaction documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys' fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      13. 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.

       

      14. 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.

       

      15. Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise this Agreement and the transaction documents 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 the transaction documents or any amendments hereto. In
addition, each and every reference to share prices and shares of Common Stock in
any transaction document shall be subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.

       

      16. Secured
Obligation.  The parties acknowledge and agree that the
obligations of the Company under this Agreement and the Debenture, are subject
to the security interest granted by the Company and its Subsidiaries pursuant to
that certain Amended and Restated Security Agreement and Subsidiary Guarantee,
dated June 30, 2008, by and among the Company, its Subsidiaries and the secured
parties thereto and that such obligations are "Obligations" under such Amended
and Restated Security Agreement and are guaranteed by the Subsidiaries pursuant
to any Subsidiary Guarantee entered into in connection therewith.  The
Company and the Subsidiaries shall take any and all actions as may be necessary
or appropriate in order to grant the Purchasers a first priority security
interest in the assets of the Company and the Subsidiaries, including all UCC-1
filing receipts if required.

       

      17. Waiver of Warrant Shares
Adjustment.  Purchasers hereby waive the provision of Section
3(b) of all of the common stock purchase warrants of the Company held by
Purchasers which would, if not waived, result in the number of shares of Common
Stock issuable upon exercise of such warrants to be increased such that the
aggregate exercise price payable upon exercise of such warrants, after taking
into account the decrease in the exercise price of such warrants to $0.40,
subject to adjustment therein, solely as a result of the issuance of the
Debenture and Warrant pursuant to this Agreement, would equal the aggregate
exercise price prior to such adjustment

       

      


      [SIGNATURE
PAGE FOLLOWS]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Executed
as of the first date written above by the undersigned duly authorized
representatives of the Company and Purchaser:

       

      TELANETIX,
INC., a Delaware corporation

      


      


      By:   /s/ Douglas N.
Johnson                      
  

              Name:
Douglas N.
Johnson

              Title:
Chief Executive
Officer

      


      Address
for Notice:   11201 SE 8th Street, Suite 200

                                           
Bellevue, WA 98004

      


      PURCHASER

      


      Name of
Purchasers: Enable
Growth Partners, LP

      


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

      Name of
Authorized Signatory:  Brendan
O'Neil

      Title of
Authorized Signatory: President and Chief
Investment Officer

      Address
for Notice is the address as set forth in the Exchange Agreement.

      


      Subscription
Amount: $1,500,000