Telanetix,Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2007 • Telanetix,Inc • Communications equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2007, among Telanetix, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT TELANETIX, INC.
Security Agreement • August 14th, 2008 • Telanetix,Inc • Communications equipment, nec

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Telanetix, Inc., a Delaware corporation (the "Company"), up to ______ shares (the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2008 • Telanetix,Inc • Communications equipment, nec • New York

This Securities Purchase Agreement (this "Agreement") is dated as of March 27, 2008, between Telanetix, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

SENIOR SECURED CONVERTIBLE DEBENTURE DUE JUNE 30, 2014
Convertible Security Agreement • December 15th, 2008 • Telanetix,Inc • Communications equipment, nec • New York

This SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of Telanetix, Inc., a Delaware corporation (the "Company"), having its principal place of business at 11201 SE 8th Street, Suite 200, Bellevue, Washington 98004, designated as its Senior Secured Convertible Debenture due June 30, 2014 (this debenture, the "Debenture" and, collectively with the other such series of debentures, the "Debentures").

COMMON STOCK PURCHASE WARRANT TELANETIX, INC.
Securities Agreement • December 15th, 2008 • Telanetix,Inc • Communications equipment, nec

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Enable Growth Partners, LP (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Telanetix, Inc., a Delaware corporation (the "Company"), up to 456,000 shares (the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • July 1st, 2008 • Telanetix,Inc • Communications equipment, nec • New York

This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 30, 2008 (this "Agreement"), is among Telanetix, Inc., a Delaware corporation (the "Company"), all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors" and together with the Company, the "Debtors"), the holders of the Company's Senior Secured Convertible Debentures (collectively, the "Purchasers") due June 30, 2014 and issued on the date hereof in the original aggregate principal amount of $26,140,355.91 (collectively, as amended, restated, supplemented, replaced, exchanged, modified or otherwise changed from time to time, the "Debentures") signatory hereto, their endorsees, transferees and assigns (collectively, the "Secured Parties") and Enable Growth Partners, LP ("Enable") as agent for the Secured Parties (in such capacity, the "Agent").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 4th, 2007 • Telanetix,Inc • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2007, between Telanetix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 7th, 2010 • Telanetix,Inc • Communications equipment, nec • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 30, 2010, by and among Telanetix, Inc., a Delaware corporation, with headquarters located at 11201 SE 8th Street, Suite 200, Bellevue, Washington (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

COMMON STOCK PURCHASE WARRANT TELANETIX, INC.
Security Agreement • January 3rd, 2007 • Telanetix,Inc • Communications equipment, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Telanetix, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 6th, 2010 • Telanetix,Inc • Services-telephone interconnect systems • Delaware

This Indemnification Agreement (the “Agreement”), dated as of [_____] [__], 2010, with an effective date as set forth in Section 18, between Telanetix, Inc., a Delaware corporation (the “Corporation”), and [_________] (together with such person’s spouse or domestic partner, “Indemnitee”),

ORIGINAL ISSUE DISCOUNT 6% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JUNE 30, 2009
Convertible Security Agreement • September 4th, 2007 • Telanetix,Inc • Communications equipment, nec • New York

This ORIGINAL ISSUE DISCOUNT 6% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount 6% Senior Secured Convertible Debentures of Telanetix, Inc., a Delaware corporation (the “Company”), having its principal place of business at 6197 Cornerstone Court E, Suite 108, San Diego, California 92121, designated as its Original Issue Discount 6% Senior Secured Convertible Debenture due June 30, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 7th, 2010 • Telanetix,Inc • Communications equipment, nec • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 30, 2010, by and among Telanetix, Inc., a Delaware corporation, with headquarters located at 11201 SE 8th Street, Suite 200, Bellevue, Washington 98004 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

ORIGINAL ISSUE DISCOUNT 6% SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 30, 2010
Convertible Security Agreement • April 2nd, 2008 • Telanetix,Inc • Communications equipment, nec • New York

This ORIGINAL ISSUE DISCOUNT 6% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount 6% Senior Secured Convertible Debentures of Telanetix, Inc., a Delaware corporation (the "Company"), having its principal place of business at 6197 Cornerstone Court E, Suite 108, San Diego, California 92121, designated as its Original Issue Discount 6% Senior Secured Convertible Debenture due April 30, 2010 (this debenture, the "Debenture" and, collectively with the other such series of debentures, the "Debentures").

COMMON STOCK PURCHASE WARRANT TELANETIX, INC.
Security Agreement • September 4th, 2007 • Telanetix,Inc • Communications equipment, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Telanetix, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • July 1st, 2008 • Telanetix,Inc • Communications equipment, nec • New York

This Securities Exchange Agreement (this "Agreement") is dated as of June 30, 2008, between Telanetix, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

GUARANTY
Guaranty • July 7th, 2010 • Telanetix,Inc • Communications equipment, nec • New York

GUARANTY, dated as of July 2, 2010 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of June 30, 2010 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement") and HCP-TELA, LLC, a Delaware limited liability company, in its capacity as collateral agent for the Buyers (in such capacity, the “Collateral Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 26th, 2008 • Telanetix,Inc • Communications equipment, nec • Delaware

This Indemnification Agreement ("Agreement") is made as of ________________ by and between Telanetix, Inc., a Delaware corporation (the "Company"), and ____________ ("Indemnitee").

AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 18, 2013 BY AND AMONG INTERMEDIA HOLDINGS, INC., SIERRA MERGER SUB CO. AND TELANETIX, INC.
Merger Agreement • January 22nd, 2013 • Telanetix,Inc • Services-telephone interconnect systems • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 18, 2013 (this “Agreement”) is by and among Intermedia Holdings, Inc., a Delaware corporation (“Parent”), Sierra Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Telanetix, Inc., a Delaware corporation (the “Company”).

DEBENTURE AND WARRANT PURCHASE AGREEMENT
Debenture and Warrant Purchase Agreement • December 15th, 2008 • Telanetix,Inc • Communications equipment, nec • New York

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").

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • July 7th, 2010 • Telanetix,Inc • Communications equipment, nec • New York

PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of July 2, 2010, made by each of the Grantors referred to below, in favor of HCP-TELA, LLC, a Delaware limited liability company, in its capacities as collateral agent for the Secured Parties referred to below (in such capacities, together with its successors and assigns in such capacities, if any, the "Agent").

TELANETIX, INC. (as amended and restated April 21, 2011) NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • April 22nd, 2011 • Telanetix,Inc • Services-telephone interconnect systems • Delaware

THIS AGREEMENT (the "Agreement") is made effective as of [INSERT DATE], (the "Grant Date"), between Telanetix, Inc., a Delaware corporation (the "Company"), and [INSERT NAME] (the "Participant"):

EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2008 • Telanetix,Inc • Communications equipment, nec • California

This Employment Agreement (“Agreement”) is made by and between J. Paul Quinn (the “Executive”) and Telanetix, Inc. (the “Company”) as of April 28, 2008 (“Commencement Date”).

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MINERAL PROPERTY PURCHASE AGREEMENT
Mineral Property Purchase Agreement • April 6th, 2004 • Aer Ventures Inc • Metal mining • Nevada

AER VENTURES INC., a body corporate, duly incorporated under the laws of Nevada and having an office at 1400 – 400 Burrard Street, Vancouver, British Columbia, V6C 3G2;

EMPLOYMENT AGREEMENT Robert Leggio
Employment Agreement • April 4th, 2007 • Telanetix,Inc • Communications equipment, nec • California

This Agreement is made and entered into by and between Robert Leggio hereinafter referred to as "Employee," and Telanetix, Inc., a Delaware Corporation, hereinafter referred to as "Employer" or the "Company," as of April 1, 2007 (the “Commencement Date”). This Agreement replaces and supercedes any and all previous Agreements between the Employer and the Employee verbal and written.

STOCK AWARD AGREEMENT
Stock Award Agreement • July 7th, 2010 • Telanetix,Inc • Communications equipment, nec • Delaware

THIS STOCK AWARD AGREEMENT (this "Agreement") is entered into as of July 1, 2010, by and between Douglas N. Johnson, an individual ("Employee"), and Telanetix, Inc., a Delaware corporation ("Company"), with respect to the following facts:

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 2nd, 2009 • Telanetix,Inc • Communications equipment, nec

This Amendment No. 1 to Employment Agreement ("Amendment") is entered into as of July 1, 2009 by and between Telanetix, Inc., a Delaware corporation (the "Company"), and J. Paul Quinn, an individual ("Executive"), with respect to the following facts:

This Warrant Will Be Void After November 3, 2009 WARRANT TO PURCHASE 72,917 SHARES OF COMMON STOCK OF TELANETIX, INC.
Warrant Agreement • November 14th, 2006 • Telanetix,Inc • Communications equipment, nec

This is to certify that for value received, (the “Holder”) is entitled to purchase, subject to the provisions of this Warrant, from TELANETIX, INC., a Delaware corporation (the “Company”), at any time and from time to time, but not later than November 3, 2009 (the “Expiration Date”), 72,917 shares of the Company's common stock, $0.0001 par value (the “Common Stock”) at a purchase price of One Dollar and Fifty Cents ($1.50) per share. The shares of the Common Stock deliverable upon such exercise are hereinafter sometimes referred to as “Warrant Stock,” and the exercise price of a share of Common Stock is hereinafter sometimes referred to as the “Exercise Price.” This Warrant is being issued by the Company pursuant to the terms of the Securities Purchase Agreement dated November 3, 2006 (the “Securities Purchase Agreement”) between the Company and Holder.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 4th, 2007 • Telanetix,Inc • Communications equipment, nec

This Agreement is made pursuant to that certain (a) Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser for the purchase of an aggregate of $7 million in Subscription Amount of the Debentures (as defined therein) (the “Debenture Purchase Agreement”) and (b) Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser for the purchase of $13 million of shares of Preferred Stock (as defined therein) with an aggregate stated value equal to such Purchaser’s subscription amount (the “Preferred Purchase Agreement” and together with the Debenture Purchase Agreement, the “Purchase Agreements”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 7th, 2010 • Telanetix,Inc • Communications equipment, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of June 30, 2010, by and among Enable Growth Partners LP ("EGP"), Enable Opportunity Partners LP ("EOP"), Pierce Diversified Strategy Master Fund LLC, Ena ("Pierce") and Crescent International, Ltd. ("Crescent") (collectively the "Sellers" and each, individually a "Seller"), Telanetix, Inc., a Delaware corporation (the "Company") and Weinstein Smith, LLP (the "Escrow Agent").

SECURITY AGREEMENT
Security Agreement • December 18th, 2012 • Telanetix,Inc • Services-telephone interconnect systems • New York

THIS SECURITY AGREEMENT dated December 14, 2012, is made and executed between Telanetix, Inc., a Delaware corporation, Telanetix, Inc. a California corporation ("Parent"), AccessLine Holdings, Inc., a Delaware corporation, and AccessLine Communications Corporation, a Delaware corporation, (collectively, "Borrowers" and individually, a "Borrower"), on the one hand, and HCP-TELA, LLC as agent for itself and EREF-TELA, LLC and CBG-TELA, LLC (“Agent”; HCP-TELA, LLC, together with EREF-TELA, LLC and CBG-TELA, LLC, collectively, the "Lenders"), on the other hand, on the following terms and conditions. The term “Lender” when used herein shall deemed to refer to Agent.

TELANETIX, INC. EMPLOYEE SEPARATION AGREEMENT
Employee Separation Agreement • July 3rd, 2008 • Telanetix,Inc • Communications equipment, nec

This Employee Separation Agreement (this "Agreement") is made and entered into as of June 30, 2008 by and between Telanetix, Inc., a Delaware corporation (the "Company") and Thomas A. Szabo ("Mr. Szabo") with respect to the following facts:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2006 • Telanetix,Inc • Communications equipment, nec

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 1, 2006 by and among Telanetix, Inc. a Delaware corporation (the “Company”), with its principal offices at 6197 Cornerstone Court East, San Diego, CA 92121, and the purchaser whose name and address is set forth below (the “Purchaser”), with reference to the following:

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 25th, 2013 • Telanetix,Inc • Services-telephone interconnect systems

THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT dated January 16, 2013 (“Amendment”), is made and executed between Telanetix, Inc., a Delaware corporation, Telanetix, Inc. a California corporation ("Parent"), AccessLine Holdings, Inc., a Delaware corporation, and AccessLine Communications Corporation, a Delaware corporation, (collectively, "Borrowers and individually, a "Borrower"), on the one hand, and East West Bank, its successors and assigns ("Lender"), on the other hand.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 2nd, 2009 • Telanetix,Inc • Communications equipment, nec • Washington

This Securities Purchase Agreement (this "Agreement") is dated as of October 27, 2009 (the "Closing Date") between Telanetix, Inc., a Delaware corporation ("Seller"), and Mike Venditte, an individual ("Purchaser"), with respect to the following facts:

WAIVER AND AMENDMENT AGREEMENT
Waiver and Amendment Agreement • February 14th, 2007 • Telanetix,Inc • Communications equipment, nec

This Waiver and Amendment Agreement (the “Agreement”), dated as of February 12, 2007, is by and among Telanetix, Inc., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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