SECURITY AGREEMENTSecurity Agreement • September 4th, 2007 • Telanetix,Inc • Communications equipment, nec • New York
This SECURITY AGREEMENT, dated as of August 30, 2007 (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”) and the holders of the Company’s Original Issue Discount 6% Senior Secured Convertible Debentures due June 30, 2009 and issued on August 30, 2007 in the original aggregate principal amount of $8,001,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
ORIGINAL ISSUE DISCOUNT 6% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JUNE 30, 2009Convertible 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”).
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).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TELANETIX, INC., ENDZONE ACQUISITION CORP. AND ACCESSLINE HOLDINGS, INC. SEPTEMBER 1, 2007Merger Agreement • September 4th, 2007 • Telanetix,Inc • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 1, 2007 by and among Telanetix, Inc., a Delaware corporation (“Parent”), Endzone Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and AccessLine Holdings, Inc., a Delaware corporation (the “Company”).
