WAIVER AND AMENDMENT AGREEMENT

Exhibit 4.5

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 ”).

WHEREAS, the Company and the Purchasers entered into a Securities Purchase Agreement dated as of December 28, 2006 (the “ Purchase Agreement ”);

WHEREAS, the Purchasers have been advised that the Company has entered into a securities purchase agreement dated on or about the date hereof, in the form previously delivered to the Purchasers, for the issuance of up to $1,550,000 in principal amount of debentures and warrants to purchase shares of Common Stock, on substantially the same terms and conditions as the Purchase Agreement (the “ February Debenture and Warrant Transaction ”);

WHEREAS, the Company and the Purchasers have agreed to amend and waive certain provisions of the Transaction Documents (as defined in the Purchase Agreement) as set forth below.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Purchasers and the Company agree as follows:

Section 1.   Definitions . Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined in the Registration Rights Agreement).

Section 2.1.   Amendment to the Registration Rights Agreement . The definition of “Filing Date” in Section 1 of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following:

“ Filing Date ” means, with respect to the initial Registration Statement required hereunder, the 50 ^th calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 30 ^th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required hereunder.”

Section 2.2   Waivers . Solely with respect to the issuance of debentures and warrants pursuant to the February Debenture and Warrant Transaction, each of the undersigned Purchasers hereby waives (i) Section 4.12 of the Purchase Agreement regarding the participation in future financings, (ii) Section 4.13 of the Purchase Agreement regarding subsequent equity sales and (iii) the prohibition on incurring additional indebtedness set forth in Section 7(a) of the Debentures, provided the February Debenture and Warrant Transaction is consummated on or before February 14, 2007.

Section 2.3   Filing of Form 8-K . Within 2 Trading Days of the date hereof, the Company shall file a Current Report on Form 8-K, reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby, which shall include this Agreement as an attachment thereto.

Section 2.4   Effect on Transaction Documents .   Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including but not limited to, any other obligations the Company may have to the Purchasers under the Transaction Documents.

Section 3.1.   Representations and Warranties of the Company . The Company hereby make the representations and warranties set forth below to the Purchasers that as of the date of its execution of this Agreement:

(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 it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Company and no further action is required by such 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 upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancella