0001231742-07-000002 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 3rd, 2007 • Telanetix,Inc • Communications equipment, nec

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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 3rd, 2007 • Telanetix,Inc • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2006 among 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”).

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).

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