SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Telanetix, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

879180206

(CUSIP Number)

Martin M. Hale, Jr.

570 Lexington Avenue

49th Floor

New York, New York 10022

(212) 751-8800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 12 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 879180206 SCHEDULE 13D/A Page 2 of 12 Pages

1	NAME OF REPORTING PERSON Martin M. Hale, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 4,358,935 shares of Common Stock1
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 4,358,935 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,358,935 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.1%
14	TYPE OF REPORTING PERSON IN

¹ The number of shares reported in this Schedule 13D/A reflects the reverse stock split at a ratio of one (1) share for each seventy-five (75) shares that the Company effected on June 1, 2011.

CUSIP No. 879180206 SCHEDULE 13D/A Page 3 of 12 Pages

1	NAME OF REPORTING PERSON Hale Fund Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 1,452,978 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,452,978 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,452,978 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 879180206 SCHEDULE 13D/A Page 4 of 12 Pages

1	NAME OF REPORTING PERSON Hale Fund Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,905,957 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,905,957 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,905,957 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 879180206 SCHEDULE 13D/A Page 5 of 12 Pages

1	NAME OF REPORTING PERSON Hale Capital Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,905,957 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,905,957 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,905,957 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 879180206 SCHEDULE 13D/A Page 6 of 12 Pages

1	NAME OF REPORTING PERSON EREF-TELA, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 622,705 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 622,705 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 622,705 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 879180206 SCHEDULE 13D/A Page 7 of 12 Pages

1	NAME OF REPORTING PERSON HCP-TELA, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 2,905,957 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 2,905,957 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,905,957 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 879180206 SCHEDULE 13D/A Page 8 of 12 Pages

1	NAME OF REPORTING PERSON CBG-TELA, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ý
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 830,273 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 830,273 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 830,273 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 879180206 SCHEDULE 13D/A Page 9 of 12 Pages

This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed by the Reporting Persons on July 12, 2010 (the "Original Schedule 13D"), as amended by Amendment No. 1 ("Amendment No. 1") filed by the Reporting Persons on April 27, 2011 (the Original Schedule 13D, as amended, the “Schedule 13D”) relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Telanetix, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 amends Items 4, 5, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.

Item 4.	PURPOSE OF TRANSACTION
	Item 4 of the Schedule 13D is hereby supplemented as follows:
	On December 14, 2012, the Purchasers entered into a Payoff Letter with the Issuer (the "Payoff Letter") pursuant to which the Issuer paid in full the outstanding Notes. The Notes were paid using the proceeds of a new term loan to the Issuer evidenced by a certain Loan Agreement (the "Loan Agreement") dated as of December 14, 2012 by and among the Issuer and its direct and indirect subsidiaries (together with the Issuer, the "Borrowers") and East West Bank (the "Senior Lender") and that certain Promissory Note (the "Senior Note") issued by the Borrowers in favor of the Senior Lender providing for a term loan in the principal amount of $7,500,000. In connection with the payment in full of the Notes, which contractually were not prepayable, an Event of Default Redemption Price (as defined in each Note) was required to be paid by the Issuer to the Purchasers. In payment of the applicable Event of Default Redemption Prices, on December 14, 2012, the Borrowers executed and delivered Subordinated Promissory Notes to the Purchasers in the aggregate original principal amount of $1,726,659.72 (collectively, the "Subordinated Notes"). The unpaid balance of the Subordinated Notes accrues interest at the Prime Rate (as quoted in the "Money Rates" column of The Wall Street Journal (Western Edition)) plus 1.750 percentage points or the maximum legal rate, resulting in an initial interest rate of 5.000 percentage points per annum based on a year of 360 days, subject to certain adjustments as provided in the Subordinated Notes. The principal and all accrued and unpaid interest under the Subordinated Notes are to be paid on the earliest of (a) June 14, 2017, (b) the date of the acceleration of the Subordinated Notes in accordance with the terms of the Subordinated Notes, and (c) the date of the payment in full of all obligations under the Senior Note. The obligations of the Borrowers under the Subordinated Notes are secured by security interests in substantially all of the Borrowers' assets, including intellectual property, with HCPT serving as collateral agent for the Purchasers in their capacity as lenders, as evidenced by that certain Security Agreement dated December 14, 2012 between the Borrowers and HCPT, as collateral agent for the Purchasers in their capacity as lenders (the "Security Agreement"). The Security Agreement contains many of the same affirmative and negative covenants as the Loan Agreement, but does not contain any financial covenants. The Payoff Letter, the Form of the Subordinated Notes and the Security Agreement are referenced as Exhibits 6, 7 and 8 hereto, respectively.

CUSIP No. 879180206 SCHEDULE 13D/A Page 10 of 12 Pages

As a condition precedent to the Senior Lender making the term loan referenced above, the Purchasers and HCPT, as collateral agent for the Purchasers in their capacity as lenders, were required to enter into a Subordination and Intercreditor Agreement (the "Subordination Agreement") with the Senior Lender (which was acknowledged by the Borrowers) pursuant to which the Borrowers' obligations to the Purchasers under the Subordinated Notes (and all liens and security interests granted by the Borrowers to secure those obligations) were subordinated to the obligations of the Borrowers to the Senior Lender (and all liens and security interests granted by the Borrowers to secure the obligations of the Borrowers to the Senior Lender). Under the Subordination Agreement, payments cannot be made or received under the Subordinated Notes, the Purchasers cannot commence any action to collect on the obligations under the Subordinated Notes, and the Purchasers and HCPT, as collateral agent, cannot take any Enforcement Action (as defined in the Subordination Agreement) with respect to their collateral until the Senior Lender's obligations are paid in full. The Subordination and Intercreditor Agreement is referenced as Exhibit 9 hereto.

The summaries of the Payoff Letter, the Subordinated Notes, the Security Agreement and the Subordination and Intercreditor Agreement are not complete, and are qualified in their entirety by reference to the texts of the agreements, which are referenced as Exhibits 6, 7, 8 and 9 to this Schedule 13D. The Form of the Subordinated Notes, the Security Agreement and the Subordination and Intercreditor Agreement are incorporated by reference to Exhibits 4.2, 10.3, 10.2, respectively, of the Current Report on Form 8-K filed by the Issuer on December 18, 2012 (the “December Form 8-K”), respectively).

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.  The percentages reported in this Schedule 13D are calculated based upon 5,120,102 shares of Common Stock outstanding , which consists of (i) 4,820,098 shares of Common Stock outstanding as of October 30, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2012 filed with the SEC on October 30, 2012 and (ii) 300,004 shares of Common Stock issued to the Purchasers on November 8, 2012 as Post-Closing Adjustment Shares (as defined in the Purchase Agreement) pursuant to Section 1(e) of the Purchase Agreement.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

CUSIP No. 879180206 SCHEDULE 13D/A Page 11 of 12 Pages

(c)	On November 8, 2012, the Issuer effected a Contingent Share Issuance (as defined in the Purchase Agreement) pursuant to Section 1(e) of the Purchase Agreement of 200,003, 42,857 and 57,144 Post-Closing Adjustment Shares to HCPT, EREF and CBG, respectively. Except as set forth herein, none of the Reporting Persons have effected any transaction in the Issuer’s stock during the past 60 days.
(d)	No person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person.
(e)	Not applicable.

Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	Item 6 of the Schedule 13D is hereby supplemented as follows:
	Other than as described in Item 4 and such agreements previously described in the Original Schedule 13D and in Amendment No. 1, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7.	MATERIAL TO BE FILED AS EXHIBITS
	Item 7 of the Schedule 13D is hereby supplemented as follows:
	Exhibit 6: Payoff Letter
	Exhibit 7: Form of Subordinated Promissory Notes (incorporated by reference to Exhibit No. 4.2 of the December Form 8-K)
	Exhibit 8: Security Agreement (incorporated by reference to Exhibit No. 10.3 of the December Form 8-K)
	Exhibit 9: Subordination and Intercreditor Agreement (incorporated by reference to Exhibit No. 10.2 of the December Form 8-K)

CUSIP No. 879180206 SCHEDULE 13D/A Page 12 of 12 Pages

 SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 18, 2012

HALE FUND MANAGEMENT, LLC

/s/ Martin M. Hale, Jr.

Name:  Martin M. Hale, Jr.

Title:    Managing Member

HALE FUND PARTNERS, LLC

/s/ Martin M. Hale, Jr.

Name:  Martin M. Hale, Jr.

Title:    Managing Member

HALE CAPITAL PARTNERS, LP

By: Hale Fund Partners, LLC,

       its General Partner

/s/ Martin M. Hale, Jr.

Name:  Martin M. Hale, Jr.

Title:    Managing Member

EREF-TELA, LLC

By: Hale Fund Management, LLC,

       its Manager

/s/ Martin M. Hale, Jr.

Name:  Martin M. Hale, Jr.

Title:    Managing Member

HCP-TELA, LLC

By: Hale Fund Management, LLC,

       its Managing Member

/s/ Martin M. Hale, Jr.

Name:  Martin M. Hale, Jr.

Title:    Managing Member

CBG-TELA, LLC

By: Hale Fund Management, LLC,

       its Manager

/s/ Martin M. Hale, Jr.

Name:  Martin M. Hale, Jr.

Title:    Managing Member

/s/ Martin M. Hale

MARTIN M. HALE, JR.

EX-99

December 14, 2012

Telanetix, Inc.*

11201 SE 5^th Street

Bellevue, WA 98004

Attention: President

Re: Payoff Letter

Dear Sir or Madam:

Reference hereby is made to (i) the Senior Secured Note, dated as of July 2, 2010 (as amended, supplemented or otherwise modified to date, the "EREF Note"), made by Telanetix, Inc a Delaware corporation (the "Company") in favor of EREF-TELA, LLC ("EREF"); (ii) the Senior Secured Note, dated as of July 2, 2010 (as amended, supplemented or otherwise modified to date, the "HCP Note"), made by the Company in favor of HCP-TELA, LLC ("HCP"); and (iii) the Senior Secured Note, dated July 2, 2010 (as amended, supplemented or otherwise modified to date, the "CBG Note"; together with the EREF Note and the HCP Note, the "Notes"), made by the Company in favor of CBG-TELA, LLC ("CBG"; together with EREF and HCP, the "Holders"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed in the Notes.

The Company has informed the Holders that on the Payoff Date (as hereinafter defined), the Company expect to repay in full all of its obligations and liabilities, and all of the obligations and liabilities of its Subsidiaries, to the Holders under and in respect of the Notes and the Security Documents (collectively, the "Obligations").

1.This letter will confirm that, upon:

(a)receipt by the Persons listed on Annex I hereto of wire transfers of immediately available funds in the aggregate amount of $6,929,319.95 in accordance with the wire instructions listed on Annex I hereto, subject to adjustment as set forth in paragraph 1 of Annex I hereto (as so adjusted, the "Payoff Amount"),

(b)receipt by the Collateral Agent of a fully executed counterpart of this letter agreement signed by the Company, and

(c)receipt of the Persons listed on Annex I hereto of the promissory notes described thereon,

(the date on which all of the foregoing conditions shall first be satisfied herein called the "Payoff Date"), all of the Obligations shall be terminated and satisfied in full and the Notes and the Security Documents shall be terminated (other than those provisions therein that by their terms survive such termination). If the assumptions set forth with respect to the calculation of the principal, interest and/or fee component of the Payoff Amount are not correct, the Collateral Agent will notify the Company in writing before the Payoff Date of the appropriate changes in the amounts of principal, interest and fees, and such adjusted amounts shall be required to be paid hereunder.

2.The Company:

(a)acknowledges and agrees that:

(i)the amounts referred to in Section 1 above are enforceable obligations of the Company payable to the Holders pursuant to the provisions of the Notes and the Security Documents without any deduction, offset, defense or counterclaim;

(ii)prior to the Payoff Date, nothing contained herein shall constitute a waiver of any Default or Event of Default or of the Collateral Agent's and the Holders' rights and remedies under the Notes and the Security Documents;

(iii)as of the Payoff Date, the Collateral Agent and the Holders shall have no further obligation, duty or responsibility under the Notes or the Security Documents, except as expressly set forth in Section 3(c) below; and

(b)effective upon the satisfaction of the conditions to the Payoff Date, the Collateral Agent, the Holders and each of their successors, assignees, officers, directors, members, affiliates, advisors, attorneys, agents and employees (the "Releasees") is released and discharged from any and all duties, liabilities, obligations, claims, demands, accounts and actions that it at any time had or has or that its successors and assigns hereafter may have against any Releasee that arise under the Notes or the Security Documents; and

(c)effective upon the satisfaction of the conditions to the Payoff Date, with respect to each and every claim released hereunder, the benefit of each other similar provision of applicable federal or state law (including, without limitation, the laws of the State of New York), if any, pertaining to general releases is waived after having been advised by their legal counsel with respect thereto.

3.Effective upon satisfaction of the conditions to the Payoff Date, the Collateral Agent and Holders agree:

(a)that all of the security interests in and liens of the Collateral Agent and Holders on any and all properties and assets of the Company or any of its Subsidiaries whether personal, real or mixed, tangible or intangible (other than the Contingency Deposit (as defined on Annex I hereto)), granted by or arising under the Notes or the Security Documents shall be, without further action, released and discharged;

2

(b)that the Company may prepare and file (on its behalf and on behalf of its Subsidiaries, as applicable) such UCC termination statements as the Company may reasonably deem necessary or desirable in connection with the termination of the security interests and liens set forth in paragraph (a) above, without the signature of the Collateral Agent or the Holders, to the extent permitted by law, in each case without recourse to the Collateral Agent or the Holders, without any representation or warranty of any kind, express or implied, and at the sole cost and expense of the Loan Parties;

(c)at the reasonable request of the Company (such request to be reasonable in all respects, including, without limitation, with respect to the form and substance of such additional instruments or writings), to execute such additional instruments and other writings, and take such other action, as the Company may reasonably request to effect or evidence the satisfaction of the Obligations, the termination of the effectiveness of the Notes, the Security Documents or any instruments executed pursuant thereto (other than those provisions that by their terms survive such termination), or the release of any liens or security interests in favor of the Collateral Agent or Holders described in paragraph (a) above or that now or hereafter arise under the Notes or the Security Documents, but, in each case, without recourse to the Collateral Agent or the Holders and without any representation or warranty of any kind, express or implied, and at the sole cost and expense of the Company; and

(d)Holders and Collateral Agent will, as promptly as practicable upon the satisfaction of the conditions to the Payoff Date, return to the Company the originals of the Notes and any and all guaranties previously delivered to Holders or Collateral Agent by the Company or its Subsidiaries in connection with the Notes, duly marked “paid in full” or “cancelled” (or with written authorizations to so mark such documents after the Payoff Date actually occurs) as may be appropriate.

4.The Company shall pay on demand all of the reasonable fees, out-of-pocket costs and expenses incurred by the Collateral Agent (including, without limitation, the reasonable fees, costs and expenses of counsel to the Collateral Agent and the Holders) in connection with the preparation, execution, delivery and performance of this letter agreement, the documents and instruments referred to in Section 3(c) hereof and such other documents in connection with the termination and repayment of the Obligations.

5.Notwithstanding anything to the contrary contained herein, nothing in this letter agreement shall terminate or otherwise impair any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in any of the Transaction Documents, including, without limitation, the indemnification and expense reimbursement provisions of the Securities Purchase Agreement, except as expressly provided herein.

3

6.If any payment or transfer (or any portion thereof) to the Collateral Agent, any Holder or any of their respective participants shall be subsequently invalidated, declared to be fraudulent or a fraudulent conveyance or preferential, avoided, rescinded, set aside or otherwise required to be returned or repaid, whether in bankruptcy, reorganization, insolvency or similar proceedings involving the Company or otherwise, then such payment or transfer shall immediately be reinstated, without need for any action by any Person, and shall be enforceable against the Company and their successors and assigns as if such payment had never been made (in which case this letter agreement shall in no way impair the claims of the Collateral Agent, the Holders and their respective participants with respect to such payment or transfer).

7.The Company confirm its agreement to the terms and provisions of this letter agreement by returning to the Collateral Agent a signed counterpart of this letter agreement. This letter agreement may be amended, modified or waived only in a writing signed by each of the parties hereto. This letter agreement may be executed by each party hereto on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one agreement. Delivery of an executed counterpart by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart.

8.This letter agreement shall be binding on and shall inure solely to the benefit of the Collateral Agent, the Holders, the Company, its Subsidiaries, which are intended third party beneficiaries hereof, and their respective successors and assigns, and no other Person shall have any rights herein as a third party beneficiary or otherwise.

9.If the Payoff Date does not occur on or before 5:00 pm (New York City time) on December 14, 2012, this letter agreement shall automatically terminate and shall have no further force or effect.

[Remainder of Page Intentionally Left Blank]

 4

10.This letter agreement shall be governed by and construed in accordance with the law of the State of New York. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY.

Very truly yours,
EREF-TELA, LLC, in its capacity as a Holder
By:	/s/ Martin M. Hale
	Name:	Martin M. Hale, Jr.
	Title:	Managing Member

EHCP-TELA, LLC, in its capacity as a Holder and the Collateral Agent
By:	/s/ Martin M. Hale
	Name:	Martin M. Hale, Jr.
	Title:	Managing Member

CBG-TELA, LLC, in its capacity as a Holder
By:	/s/ Martin M. Hale
	Name:	Martin M. Hale, Jr.
	Title:	Managing Member

[Signature page to Payoff Letter, (page 1 of 2)]

AGREED TO AND ACCEPTED
ON THIS ___ DAY OF _____ 2012:

COMPANY:

TELANETIX, INC.

By:	/s/ Paul C. Bogonis
	Name:	Paul C. Bogonis
	Title:	CFO

[Signature page to Payoff Letter, (page 2 of 2)]