EXCHANGE AGREEMENT BY AND AMONG AER VENTURES, INC. TELANETIX, INC. AND CERTAIN STOCKHOLDERS OF TELANETIX, INC. Dated August 15, 2005

Exhibit 2.1

EXCHANGE AGREEMENT

BY AND AMONG

AER VENTURES, INC.

TELANETIX, INC.

AND

CERTAIN STOCKHOLDERS OF TELANETIX, INC.

Dated August 15, 2005

TABLE OF CONTENTS


		Page
ARTICLE I EXCHANGE OF SECURITIES		1

Section 1.1	The Exchange	1
Section 1.2	Exchange Ratio	2

ARTICLE II THE CLOSING		3

Section 2.1	Closing Date	3
Section 2.2	Transactions at Closing	3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF AER		5

Section 3.1	Organization and Qualification	5
Section 3.2	Authorization	5
Section 3.3	Validity and Effect of Agreement	5
Section 3.4	No Conflict	5
Section 3.5	Required Filings and Consents	6
Section 3.6	Capitalization	6
Section 3.7	Status of Common Stock	6
Section 3.8	SEC Reports and Financial Statements	6
Section 3.9	Financial Statements	7
Section 3.10	No Undisclosed Assets or Liabilities	7
Section 3.11	No Contract Rights or Commitments	7
Section 3.12	No Intellectual Property Rights or Infringement	7
Section 3.13	Litigation	7
Section 3.14	Taxes	7
Section 3.15	Registration	8
Section 3.16	Trading	8
Section 3.17	Books and Records	8
Section 3.18	Insurance	8
Section 3.19	Compliance	8
Section 3.20	Absence of Certain Changes	8
Section 3.21	Material Transactions or Affiliations	9
Section 3.22	Employees	9
Section 3.23	Previous Sales of Securities	9
Section 3.24	Principals of AER	9
Section 3.25	Tax-Free Exchange	10
Section 3.26	Brokers and Finders	10
Section 3.27	Disclosure	10


ARTICLE IV REPRESENTATIONS AND WARRANTIES OF Telanetix		10

Section 4.1	Organization and Qualification	10
Section 4.2	Authorization; Validity and Effect of Agreement	11
Section 4.3	No Conflict	11
Section 4.4	Required Filings and Consents	11
Section 4.5	Capitalization	11
Section 4.6	Financial Statements	12
Section 4.7	No Undisclosed Liabilities	12
Section 4.8	Properties and Assets	12
Section 4.9	Litigation	12
Section 4.10	Taxes	12
Section 4.11	Compliance	12
Section 4.12	Absence of Certain Changes	13
Section 4.13	Brokers and Finders	13
Section 4.14	Intellectual Property Rights	13
Section 4.15	Material Transactions or Affiliations	14
Section 4.16	Employees	14
Section 4.17	Material Contracts	14
Section 4.18	Principals of Telanetix	14
Section 4.19	Tax-Free Exchange	15
Section 4.20	Disclosure	15

ARTICLE V REPRESENTATIONS AND WARRANTIES OF EACH SELLER		15

Section 5.1	Authority and Validity	15
Section 5.2	Validity	15
Section 5.3	No Breach or Violation	15
Section 5.4	Consents and Approvals	16
Section 5.5	Title	16
Section 5.6	Investor Status	16
Section 5.7	No Government Review	16
Section 5.8	Investment Intent	16
Section 5.9	Restrictions on Transfer	16
Section 5.10	Informed Investment	17
Section 5.11	Access to Information	17
Section 5.12	Reliance on Representations	17
Section 5.13	No General Solicitation	17
Section 5.14	Legends	17
Section 5.15	Placement and Finder’s Fees	18
Section 5.16	Disclosure	18

iii


ARTICLE VI CERTAIN COVENANTS		18

Section 6.1	Conduct of Business by AER	18
Section 6.2	Access to Information	18
Section 6.3	Confidentiality; No Solicitation	18
Section 6.4	Further Assurances	19
Section 6.5	Public Announcements	19
Section 6.6	Notification of Certain Matters	19
Section 6.7	Financial Statements	20
Section 6.8	Tax-Free Exchange Status	20
Section 6.9	Disposition of Assets and Liabilities	20
Section 6.10	Waiver of Claims	20
Section 6.11	Resignation of Directors	21

ARTICLE VII CONDITIONS TO CONSUMMATION OF THE EXCHANGE		21

Section 7.1	Conditions to Obligations of Telanetix	21
Section 7.2	Conditions to Obligations of AER	22

ARTICLE VIII INDEMNIFICATION		22

Section 8.1	Indemnification between the Parties	22
Section 8.2	Indemnification Procedures for Third Party Claims	23
Section 8.3	Indemnification Procedures for Non-Third Party Claims	24
Section 8.4	Limitations on Indemnification	25

ARTICLE IX		25

TERMINATION		25

Section 9.1	Termination	25
Section 9.2	Procedure and Effect of Termination	25

ARTICLE X MISCELLANEOUS		26

Section 10.1	Entire Agreement	26
Section 10.2	Amendment and Modifications	26
Section 10.3	Extensions and Waivers	26
Section 10.4	Successors and Assigns	26
Section 10.5	Survival of Representations, Warranties and Covenants	26
Section 10.6	Headings; Definitions	27
Section 10.7	Severability	27


Section 10.8	Specific Performance	27
Section 10.9	Notices	27
Section 10.10	Governing Law	28
Section 10.11	Consent to Jurisdiction	28
Section 10.12	Counterparts	28
Section 10.13	Certain Definitions	28

EXHIBITS AND SCHEDULES


Exhibit A		Form of Legal Opinion of AER Counsel
Exhibit B		Form of AER Officer and Director Release
Exhibit C		Form of Legal Opinion of Telanetix Counsel
Exhibit D		Form of Notice of Exchange (Preferred Stock)
Exhibit E		Form of Notice of Exchange (Common Stock)

Schedule I		Schedule of Telanetix Shares to be exchanged for AER Common Stock
Schedule II		Schedule of Telanetix Options to be exchanged for AER options
Schedule III		Investor Questionnaire

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”), is made and entered into as of August 15, 2005, by and among AER Ventures, Inc., a Nevada corporation (“AER”), Telanetix, Inc., a California corporation (the “Telanetix”), and the stockholders and option holders of Telanetix set forth on the signature pages to this Agreement (collectively, the “Sellers” and individually, a “Seller”) with respect to the following facts:

RECITALS

A. Sellers own more than fifty percent (50%) (on an as converted basis) of the issued and outstanding shares of Common Stock, no par value, and Preferred Stock, no par value, of Telanetix (the “Telanetix Shares”) and fifty percent (50%) of the issued and outstanding options, warrants or other rights to acquire or purchase Telanetix Shares (“Telanetix Options”), in the denominations as set forth opposite their respective names on Schedule I and Schedule II to this Agreement. The Telanetix Shares and Telanetix Options issued and outstanding on the Closing Date are sometimes referred to herein collectively as the as the “Telanetix Securities”;

B. AER desires to acquire from Sellers, and Sellers desire to sell and transfer to AER, all of the Telanetix Shares owned by Sellers on the Closing Date in exchange for the issuance and delivery by AER of two (2) shares of Common Stock, par value $0.001 per share, of AER (“Common Stock”), for each one Telanetix Share (the “Exchange Ratio”), and 100% of the Telanetix Options issued and outstanding on the Closing Date, in exchange for the issuance of new options and warrants of AER on the terms and conditions set forth below (the “Exchange”);

C. It is intended that, for federal income tax purposes, the Exchange shall qualify as an exchange described in Section 351 of the of the Internal Revenue Code of 1986, as amended (the “Code”) and a reorganization described in Section 368 of the Code.

NOW, THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

EXCHANGE OF SECURITIES

Section 1.1 The Exchange. On the terms and subject to the conditions of this Agreement, on the Closing Date:

(a) AER shall issue and deliver to each of the Sellers owning Telanetix Shares such number of shares of Common Stock as is set forth opposite such Seller’s name on Schedule I hereto, subject to adjustment as set forth in Section 1.2, and each such Seller shall sell, transfer and deliver to AER, the number of issued and outstanding Telanetix Shares set forth opposite

Exhibit E

such Seller’s name on Schedule I hereto along with a duly executed share assignment endorsed in favor of AER.

(b) AER shall issue and deliver to each Seller owning Telanetix Options, options and/or warrants exercisable for the number of shares of Common Stock and at such per share exercise price as is set forth opposite such Seller’s name on Schedule II hereto in form and substance acceptable to Telanetix. Any restriction on the exercise of any such Telanetix Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Telanetix Option shall otherwise remain unchanged.

Section 1.2 Exchange Ratio.

(a) Based on the outstanding capital stock of AER and Telanetix as of the date hereof and anticipated stock option exercises of all outstanding Telanetix options under the Telanetix 2001 Equity Incentive Plan to take place prior to Closing, the former stockholders of Telanetix would own 7,254,000 shares of Common Stock, and all of the current stockholders of AER would own an aggregate of 5,268,000 shares of Common Stock. Holders of Telanetix Options would receive AER options to purchase 4,251,512 shares of Common Stock.

(b) If between the date of this Agreement and the Closing Date, there shall be any change in the number of shares of outstanding capital stock of either AER or Telanetix, the Exchange Ratio shall be adjusted such that immediately following the Closing the aggregate number of shares of Common Stock issued to each represents the percentage ownership set forth above.

(c) If between the date of this Agreement and the Closing Date, the holders of issued and outstanding Telanetix Shares or Telanetix Options constituting less than one hundred percent (100%) but more than fifty percent (50%) have agreed to the Exchange contemplated hereunder (all other Telanetix stockholders, hereinafter the “Delayed Stockholders”), then Telanetix shall proceed to the Closing of the Exchange, subject to satisfaction of the conditions set forth in Section 7.1. For a period of three months following the Closing Date, AER may, but shall not be required to accept for Exchange any Telanetix Shares or Telanetix Options then held by any Delayed Stockholder, subject to such Delayed Stockholder’s execution of this Agreement as a Seller for all intents and purpose, including but not limited to assuming all representations, warranties and undertakings of the Sellers hereunder and performance of all of the conditions for Closing to be performed by each Seller hereunder. Until such time as a Delayed Stockholder executes this Agreement and submits his Telanetix Shares or Telanetix Options in exchange for shares of Common Stock or AER options (thereby becoming a Seller), and such exchange is accepted by AER, such Delayed Stockholder shall remain a stockholder or optionholder of Telanetix and shall not be considered a stockholder of AER and shall not be entitled to any of the rights thereof, including without limitation the right to vote or receive any distributions with respect thereto.

ARTICLE II

THE CLOSING

Section 2.1 Closing Date. The closing of the Exchange and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxxxx LLP, 000 Xxxx Xxxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 at 10:00 a.m. on August 18, 2005, or at such other location, date and time as AER and Telanetix may agree. The time and date upon which the Closing actually occurs being referred to herein as the “Closing Date”).

Section 2.2 Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

(a) AER shall deliver to Telanetix, as agent for Sellers the following documents:

(i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I;

(ii) Validly executed AER stock option agreements corresponding to the Telanetix Options issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II;

(iii) Instructions directing its transfer agent to register (i) the allotment of the Common Stock to the Sellers in the stockholders ledger of AER and (ii) reserve for issuance a sufficient number of shares of Common Stock issuable upon exercise of the AER options to be delivered to the Sellers;

(iv) True copies of all consents and waivers obtained by AER, in accordance with the provisions of Section 7.1 below;

(v) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that AER is in good standing under the laws of said state;

(vi) Certified copy of the Certificate of Incorporation of AER, as certified by the Secretary of State of the State of Nevada at or about the Closing Date;

(vii) Secretary’s certificate duly executed by AER’s secretary attaching and attesting to the accuracy of: (A) the bylaws of AER, (B) the resolutions of AER’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, and appointing the officers of Telanetix as the officers of AER, and (C) an incumbency certificate signed by all of the executive officers of AER dated at or about the Closing Date;

(viii) An officer’s certificate duly executed by AER’s chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;

(ix) A signed opinion of counsel to AER, dated as of the Closing Date substantially in the form attached hereto as Exhibit A hereto;

(x) Letters of resignation from current officers and directors of AER to be effective 10 days after the mailing of a 14(f)-1 Information Statement to AER’s stockholders of record;

(xi) Releases, substantially in the form attached hereto as Exhibit B hereto from each of the officers and directors of AER;

(xii) All corporate books and records of AER; and

(xiii) Such other documents and instruments as Telanetix may reasonably request.

(b) Telanetix shall deliver or cause to be delivered the following documents and/or shall take the following actions:

(i) share certificates in the name of AER in respect of all Telanetix Shares and shall register Telanetix Shares in the name of AER in the stockholders register of Telanetix.

(ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that Telanetix is in good standing under the laws of said state;

(iii) Certified copy of the Certificate of Incorporation of Telanetix, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;

(iv) Secretary’s certificate duly executed by Telanetix’s secretary attaching and attesting to the accuracy of: (A) the bylaws of Telanetix, (B) the resolutions of Telanetix’s board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the executive officers of Telanetix dated at or about the Closing Date;

(v) An officer’s certificate duly executed by Telanetix’s chief executive officer of Telanetix to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; and

(vi) A signed opinion of counsel to Telanetix, dated as of the Closing Date substantially in the form attached hereto as Exhibit C hereto.

(i) to AER, duly executed share assignments in the form attached hereto as Exhibit D effecting the immediate and unconditional sale, assignment and irrevocable transfer of Telanetix Securities to AER, free and clear of any Liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law and

(ii) to Telanetix, as agent for AER, all share certificates in respect of Telanetix Shares; and

(iii) to Telanetix, as agent for AER, all option agreements and warrant agreements issued in respect of the Telanetix Options.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AER

AER hereby makes the following representations and warranties to Telanetix and each Seller:

Section 3.1 Organization and Qualification. AER is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. AER is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a Material Adverse Effect. AER has no subsidiaries and is not a participant in any joint venture, partnership, or similar arrangement.

Section 3.2 Authorization. AER has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Exchange.

Section 3.3 Validity and Effect of Agreement. This Agreement has been duly and validly executed and delivered by AER and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of AER, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

Section 3.4 No Conflict. Neither the execution and delivery of this Agreement by AER nor the performance by AER of its obligations hereunder, nor the consummation of the Exchange, will: (i) conflict with AER’s Articles of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to AER or any of the properties or assets of AER; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of AER, or result in the creation or imposition

of any Lien upon any properties, assets or business of AER under, any Contract or any order, judgment or decree to which AER is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect on its obligation to perform its covenants under this Agreement.

Section 3.5 Required Filings and Consents. The execution and delivery of this Agreement by AER does not, and the performance of this Agreement by AER will not, require any consent, approval, authorization or permit of, or filing with or notification to, Governmental Authority with respect to AER except: (i) compliance with applicable requirements of the Securities Act, the Exchange Act and state securities laws (“Blue Sky Laws”); and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AER, or would not prevent or materially delay consummation of the Exchange or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

Section 3.6 Capitalization. The authorized capital stock of AER consists of 75,000,000 shares of Common Stock, par value $0.001 per share, of which 5,268,000 shares are issued and outstanding. Except for the transactions contemplated by this Agreement, there are no other share capital, preemptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from AER any shares of capital stock of AER and there are no contracts or commitments providing for the issuance of, or the granting of rights to acquire, any shares of capital stock of AER or under which AER is, or may become, obligated to issue any of its securities. All shares of capital stock of AER outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights. As of the Closing Date (as defined herein), there will be no more than 5,268,000 shares of Common Stock issued or outstanding prior to the Exchange.

Section 3.7 Status of Common Stock. The Common Stock, when issued and allotted at the Closing in exchange for Telanetix Shares, will be duly authorized, validly issued, fully paid, nonassessable, and free of any preemptive rights, will be issued in compliance with all applicable laws concerning the issuance of securities, and will have the rights, preferences, privileges, and restrictions set forth in AER’s charter and bylaws, and will be free and clear of any Liens of any kind and duly registered in the name of the Sellers, in AER’s stockholders ledger.

Section 3.8 SEC Reports and Financial Statements. AER has timely filed with the SEC all forms, reports, notices, schedules, statements and other documents and instruments required to be filed by it under any applicable law, and has heretofore made available (or promptly following filing will make available) to Telanetix true and complete copies of, all such forms, reports, notices, schedules, statements and other documents and instruments required to be filed by it under the Exchange Act or the Securities Act, the “AER SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the AER SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances

under which they were made, not misleading, (ii) were complete and accurate in all material respects, and (iii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder.

Section 3.9 Financial Statements. Each of the financial statements (the “AER Financial Statements”) included in the AER SEC Documents including but not limited to the audited financial statements for the years ended December 31, 2004 and 2003 and the unaudited financial statements for the three (3) month period ended March 31, 2005 have been (or will be) filed in accordance with any applicable law and prepared from, and are in accordance with, the books and records of AER, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial positions and the results of operations and cash flows of AER as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

Section 3.10 No Undisclosed Assets or Liabilities. Except as disclosed in the AER Financial Statements, AER does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, “Liabilities”), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, AER shall have no properties or assets of any kind, whether real personal or intangible and whether owned or leased (other than cash, cash equivalents or marketable securities) and no Liabilities.

Section 3.11 No Contract Rights or Commitments. On the Closing Date, there will not be any Contract to which AER is a party or by which any of its assets or properties are bound.

Section 3.12 No Intellectual Property Rights or Infringement. AER does not own, has not obtained the right to use, and has not violated nor otherwise trespassed upon any patents, trademarks, service marks, trade names, copyrights, and applications, licenses and rights with respect to the foregoing, and/or any trade secrets, including know-how, inventions, designs, processes, works of authorship, computer programs and/or technical data and/or information.

Section 3.13 Litigation. There is no Action pending or threatened against AER that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against AER, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.

Section 3.14 Taxes. AER has filed (or has had timely filed on its behalf) with the appropriate tax authorities all tax returns required to be filed by it or on behalf of it, and each such tax return was complete and accurate in all material respects, and AER has timely paid (or

has had paid on its behalf) all material Taxes due and owing by it, regardless of whether required to be shown or reported on a tax return, including Taxes required to be withheld by it. No deficiency for a material Tax has been asserted in writing or otherwise, to AER’s Knowledge, against AER or with respect to any of its assets, except for asserted deficiencies that either (i) have been resolved and paid in full or (ii) are being contested in good faith. There are no material Liens for Taxes upon AER’s assets.

Section 3.15 Registration. No order revoking the registration of AER or the Common Stock under the Exchange Act has been issued by any court, securities commission or regulatory authority in the United States and no proceedings for such purpose are pending or, to the Knowledge of AER, after reasonable inquiry, threatened.

Section 3.16 Trading. The Common Stock is not presently traded, and AER will take no action to initiate trading in the Common Stock until the completion or termination of this Agreement.

Section 3.17 Books and Records. The books and records, financial and others, of AER are in all material respects complete and correct and have been maintained in accordance with good business accounting practices.

Section 3.18 Insurance. AER has no insurable properties and AER does not maintain any insurance covering its assets, business, equipment, properties, operations, employees, officers, or directors. To AER’s knowledge since AER’s inception there has not been any damage, destruction or loss, which could have been deemed as an “Insurance Event”.

Section 3.19 Compliance. AER is in compliance with all foreign, federal, state and local laws and regulations of any Governmental Authority, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. AER has not received any notice asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending the notice, except for such failure as would not, individually or in the aggregate, have a Material Adverse Effect. AER does not, and is not require to, hold any permits, licenses or franchises from Governmental Authorities.

Section 3.20 Absence of Certain Changes. Since March 31, 2005, except as described in the AER SEC Documents or as expressly permitted or required by this Agreement or with the consent of Telanetix, AER has not:

(a) sold or otherwise issued any shares of capital stock, other than 20,000 shares;

(b) acquired any assets or incurred any Liabilities;

(d) waived any rights of value which in the aggregate are extraordinary or material considering the business of AER;

(e) made any material change in its method of management, operation or accounting;

(f) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee;

(g) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, which option, warrant or other right has not been cancelled as of the Closing Date;

(h) borrowed or agreed to borrow any funds or incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; and

(i) become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets or condition of AER or become subject to any change or development in, or effect on, AER that has or could reasonably be expected to have a Material Adverse Effect,

(j) entered into any agreement to take any action described in clauses (a) through (i) above

Section 3.21 Material Transactions or Affiliations. Except as disclosed in AER’s Form 10-KSB for the fiscal year ending December 31, 2004, there is no contract, agreement or arrangement between AER and any person who was, at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by AER to own beneficially, five percent or more of the issued and outstanding Common Stock and which is to be performed in whole or in part after the date hereof. AER has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

Section 3.22 Employees. AER has no employees other than its officers and directors. AER has no liabilities and/or debts towards any such officers and directors. AER has no agreement, obligation or commitment with respect to the election of any individual or individuals to AER’s board of directors.

Section 3.23 Previous Sales of Securities. Since inception, AER has sold Common Stock to investors only in reliance upon applicable exemptions from the registration requirements under any applicable law including the laws of the United States and any applicable states and all such sales were made in accordance with the laws of said jurisdictions. Except as provided in this Agreement, AER has not granted or agreed to grant any registration rights, including piggyback rights, to any Person or entity.

Section 3.24 Principals of AER. During the past five years, no officer or director of AER has been:

(a) the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) the subject of any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(d) found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 3.25 Tax-Free Exchange. AER has not taken any action, nor does AER know of any fact, that is reasonably likely to prevent the Exchange from qualifying as a “reorganization” within the meaning of Section 351 or 368 of the Code.

Section 3.26 Brokers and Finders. Neither AER, nor any of its officers, directors, employees or managers, has employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees, advisory fees or consulting fees in connection with the Exchange for which AER has or could have any liability.

Section 3.27 Disclosure. As of the Closing Date, there is no known material fact or information relating to the business, condition (financial or otherwise), affairs, operations or assets of AER and/or its subsidiaries that has not been disclosed in writing to Telanetix and/or Sellers by AER. No representation or warranty of AER in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TELANETIX

Telanetix hereby makes the following representations and warranties to AER:

Section 4.1 Organization and Qualification. Telanetix is duly organized and validly existing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. Telanetix is duly qualified as a foreign corporation to do business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary,

except for such failures to be so qualified as would not have a Material Adverse Effect. Telanetix has no subsidiaries.

Section 4.2 Authorization; Validity and Effect of Agreement. Telanetix has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Exchange. This Agreement has been duly and validly executed and delivered by Telanetix and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Telanetix, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

Section 4.3 No Conflict. Neither the execution and delivery of this Agreement by Telanetix nor the performance by Telanetix of its obligations hereunder, nor the consummation of the Exchange, will: (i) conflict with Telanetix’s Articles of Incorporation; (ii) violate any statute, law, ordinance, rule or regulation, applicable to Telanetix or any of its properties or assets; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Telanetix, or result in the creation or imposition of any Lien upon any properties, assets or business of Telanetix under, any Material Contract or any order, judgment or decree to which Telanetix is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) or (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect on its obligation to perform its covenants under this Agreement.

Section 4.4 Required Filings and Consents. The execution and delivery of this Agreement by Telanetix do not, and the performance of this Agreement by Telanetix will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, with respect to Telanetix, except: (i) compliance with applicable requirements of the Securities Act, the Exchange Act, and Blue Sky Laws; and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Telanetix, or materially delay consummation of the Exchange or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Section 4.5 Capitalization. The authorized capital stock of Telanetix is 30,000,000 shares divided into: (i) 20,000,000 shares of Common Stock, no par value, of which 1,875,000 shares are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, no par value, of which 1,752,000 are issued and outstanding as Series A Preferred Stock. There are 1,975,756 options outstanding under the Telanetix 2001 Equity Incentive Plan. In addition Telanetix has entered into agreements to issue 300,000 warrants in connection with the Closing. Schedule II sets forth a true and complete list of the issued and outstanding Telanetix Options that will be outstanding at closing. All Telanetix Shares outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.

Section 4.6 Financial Statements. Telanetix has previously furnished to AER true and complete copies of the audited consolidated balance sheet of Telanetix for the fiscal year ended December 31, 2004 and 2003 and the related statements of operations, stockholders equity and cash flows for the year then ended (all of such financial statements of Telanetix collectively, the “Telanetix Financial Statements”). The Telanetix Financial Statements (including the notes thereto) present fairly in all material respects the financial position and results of operations and cash flows of Telanetix at the date or for the period set forth therein, in each case in accordance with GAAP applied on a consistent basis throughout the periods involved (except as otherwise indicated therein). The Telanetix Financial Statements have been prepared from and in accordance with the books and records of Telanetix.

Section 4.7 No Undisclosed Liabilities. Except as disclosed in the Telanetix Financial Statements, Telanetix has no material liabilities, indebtedness or obligations, except those that have been incurred in the ordinary course of business, whether absolute, accrued, contingent or otherwise, and whether due or to become due, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, indebtedness or obligation.

Section 4.8 Properties and Assets. Telanetix has good and marketable title to, valid leasehold interests in, or the legal right to use, all of the assets, properties and leasehold interests reflected in the most recent Telanetix Financial Statements, except for those sold or otherwise disposed of since the date of such Telanetix Financial Statements in the ordinary course of business consistent with past practice.

Section 4.9 Litigation. There is no Action pending or threatened against Telanetix that, individually or in the aggregate, directly or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against Telanetix, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.

Section 4.10 Taxes. Telanetix has timely filed (or has had timely filed on its behalf) with the appropriate tax authorities all tax returns required to be filed by it or on behalf of it, and each such tax return was complete and accurate in all material respects, and Telanetix has timely paid (or has had paid on its behalf) all material Taxes due and owing by it, regardless of whether required to be shown or reported on a tax return, including Taxes required to be withheld by it. No deficiency for a material Tax has been asserted in writing or otherwise, to Telanetix’s Knowledge, against Telanetix or with respect to any of its assets, except for asserted deficiencies that either (i) have been resolved and paid in full or (ii) are being contested in good faith. There are no material Liens for Taxes upon Telanetix’s assets.

Section 4.11 Compliance. Telanetix is in compliance with all federal, state and local laws and regulations of any Governmental Authority applicable to its operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. Telanetix has not received any notice asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the party sending the notice, except for such failure as would not,

individually or in the aggregate, have a Material Adverse Effect. Telanetix holds all permits, licenses and franchises from Governmental Authorities required to conduct its business as it is now being conducted, except for such failures to have such permits, licenses and franchises that would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.12 Absence of Certain Changes. Since the date of the most recent Telanetix Financial Statements, (i) there has been no change or development in, or effect on, Telanetix that has or could reasonably be expected to have a Material Adverse Effect, (ii) Telanetix has not sold, transferred, disposed of, or agreed to sell, transfer or dispose of, any material amount of its assets other than in the ordinary course of business, (iii) Telanetix has not paid any dividends or distributed any of its assets to any of its stockholders, (iv) Telanetix has not acquired any material amount of assets except in the ordinary course of business, nor acquired or merged with any other business, (v) Telanetix has not waived or amended any of its respective material contractual rights except in the ordinary course of business, and (vi) Telanetix has not entered into any agreement to take any action described in clauses (i) through (v) above.

Section 4.13 Brokers and Finders. Except as disclosed, Telanetix has not, nor to Telanetix’s Knowledge have any of its officers, directors, employees or managers, employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees, advisory fees or consulting fees in connection with the Exchange for which Telanetix has or could have any liability.

Section 4.14 Intellectual Property Rights.

(a) Telanetix owns, or is licensed or otherwise possesses legally enforceable rights to use, all patents, trademarks, common law trademarks, trade names, trade secrets (including customer lists), service marks and copyrights, and any applications for and registrations of such patents, trademarks, service marks, and copyrights and all processes, formulas, methods, schematics, technology, know-how, computer software programs, data or applications and tangible or intangible proprietary information or material that are used in its business, free and clear of all liens, claims or encumbrances (all of which are referred to as the “Telanetix Intellectual Property Rights”). The foregoing representation as it relates to all licenses, sublicenses and other agreements to which Telanetix is a party and pursuant to which Telanetix is authorized to use any third party technology, trade secret, know-how, process, patent, trademark or copyright, including software (“Licensed Intellectual Property”) is limited to the interests of Telanetix pursuant to licenses from third parties, each of which is in full force and effect, is valid, binding and enforceable and grants Telanetix such rights to such intellectual property as are used in the business as currently conducted.

(b) Telanetix (i) has not received notice of a claim of infringement of any patent, trademark, service xxxx, copyright, trade secret or other proprietary right of any third party and (ii) does not have any knowledge of any claim challenging or questioning the validity or effectiveness of any license or agreement relating to any Telanetix Intellectual Property Rights or Licensed Intellectual Property. Telanetix has at all times used reasonable efforts to protect its proprietary information and to prevent such information from being released into the public domain.

Section 4.15 Material Transactions or Affiliations. Except for employment agreements, stock option agreements, and deferred compensation plans, there is no contract, agreement or arrangement between Telanetix and any person who was, at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by Telanetix to own beneficially, five percent or more of its issued and outstanding common stock or preferred stock and which is to be performed in whole or in part after the date hereof. Telanetix has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

Section 4.16 Employees. Telanetix is in compliance with all currently applicable laws and regulations respecting terms and conditions of employment, except where any failure to comply would not constitute a Material Adverse Effect. There are no proceedings pending or, to Telanetix’s knowledge, reasonably expected or threatened, between Telanetix, on the one hand, and any or all of its current or former employees, on the other hand. There are no claims pending, or, to Telanetix’s knowledge, reasonably expected or threatened, against Telanetix under any workers’ compensation or long term disability plan or policy. Telanetix has no unsatisfied obligations that would have a Material Adverse Effect on Telanetix to any employees, former employees, or qualified beneficiaries pursuant to any employee benefit plans, COBRA, HIPAA, or any state law governing health care coverage extension or continuation.

Section 4.17 Material Contracts. Each Telanetix Material Contract (i) is legal, valid, binding and enforceable and in full force and effect with respect to Telanetix, and to Telanetix’s knowledge is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto, in either case subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; and (ii) will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity. Neither Telanetix nor, to Telanetix’s knowledge, any other party, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by Telanetix or, to Telanetix’s knowledge, by any such other party, or permit termination, modification or acceleration, under the Telanetix Material Agreement.

Section 4.18 Principals of Telanetix. During the past five years, no officer or director of Telanetix has been:

(b) the subject of any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Section 4.19 Tax-Free Exchange. Telanetix has not taken any action, nor does Telanetix know of any fact, that is reasonably likely to prevent the Exchange from qualifying as a “reorganization” within the meaning of Section 351 or 368 of the Code.

Section 4.20 Disclosure. As of the Closing Date, there is no known material fact or information relating to the business, condition (financial or otherwise), affairs, operations or assets of Telanetix that has not been disclosed in writing to AER by Telanetix. No representation or warranty of Telanetix in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF EACH SELLER

Each Seller, severally and not jointly, hereby make the following representations and warranties to Telanetix and AER:

Section 5.1 Authority and Validity. Such Seller has all requisite power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

Section 5.2 Validity. Upon the execution and delivery of each other document to which such Seller is a party (assuming due execution and delivery by each other party thereto) each such other document will be the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally.

Section 5.3 No Breach or Violation. The execution, delivery and performance by such Seller of this Agreement and each other document to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with (i) the certificate of incorporation or bylaws of such Seller, if applicable, or (ii) any agreement to which such Seller is a party, or by which such Seller or such Seller’s Assets are bound or affected.

Section 5.4 Consents and Approvals. No consent, approval, authorization or order of, registration or filing with, or notice to, any Government Authority or any other Person is necessary to be obtained, made or given by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement or any other document to which it is a party or for the consummation by such Seller of the transactions contemplated hereby or thereby.

Section 5.5 Title. Telanetix Shares to be delivered by such Seller in connection with the transactions contemplated herein are, and at the Closing will be owned, of record and beneficially, solely by such Seller, free and clear of any Lien and represent such Seller’s entire ownership interest in Telanetix.

Section 5.6 Investor Status. Such Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and has properly completed the form attached hereto as Schedule III.

Section 5.7 No Government Review. Such Seller understands that neither the SEC nor any securities commission or other Governmental Authority of any state, country or other jurisdiction has approved the issuance of the Common Stock or passed upon or endorsed the merits of the Common Stock or the Exchange Agreement or any of the other documents relating to the Exchange (collectively, the “Offering Documents”), or confirmed the accuracy of, determined the adequacy of, or reviewed the Exchange Agreement or the other Offering Documents.

Section 5.8 Investment Intent. The shares of Common Stock are being acquired by Seller for Seller’s own account for investment purposes only, not as a nominee or agent and not with a view to the resale or distribution of any part thereof, and Seller has no present intention of selling, granting any participation in or otherwise distributing the same. Seller further represents that Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or third person with respect to any of Telanetix Shares.

Section 5.9 Restrictions on Transfer. Seller understands that the shares of Common Stock have not been registered under the Securities Act or registered or qualified under any foreign or state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by Seller from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, Seller shall furnish AER with an opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to AER. Seller acknowledges that it is able to bear the economic risks of an investment in the Common Stock for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth.

Section 5.10 Informed Investment. Seller has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon Telanetix for legal or tax advice related to this investment. In making its decision to acquire the Common Stock, Seller has not relied upon any information other than information contained in this Agreement and in the other Offering Documents.

Section 5.11 Access to Information. Seller acknowledges that it has had access to and has reviewed all documents and records relating to AER, including, but not limited to, the AER SEC Documents, that it has deemed necessary in order to make an informed investment decision with respect to an investment in AER.

Section 5.12 Reliance on Representations. Seller understands that the shares of Common Stock are being offered and sold to it in reliance on specific exemptions from the registration and/or public offering requirements of the U.S. federal and state securities laws and that AER and Telanetix is relying in part upon the truth and accuracy of, and such Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Seller to acquire the Common Stock. Seller represents and warrants to AER and Telanetix that any information Seller has heretofore furnished or furnishes herewith to AER and Telanetix is complete and accurate, and further represents and warrants that it will notify and supply corrective information to AER and Telanetix immediately upon the occurrence of any change therein occurring prior to Telanetix’s issuance of the Common Stock. Within five (5) days after receipt of a request from Telanetix, Seller will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which Telanetix is subject.

Section 5.13 No General Solicitation. Seller is unaware of, and in deciding to participate in the transactions contemplated hereby is in no way relying upon, and did not become aware of the transactions contemplated hereby through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the transactions contemplated hereby.

Section 5.14 Legends. Seller understands that the certificates representing the Common Stock shall have endorsed thereon the following legend, and stop transfer instructions reflecting that these restrictions on transfer will be placed with the transfer agent of the Common Stock:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT

OF 1933 IS IN EFFECT, (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933.”

Section 5.15 Placement and Finder’s Fees. No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of Seller or under its authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated hereby, and no person is entitled to any fee or commission or like payment in respect thereof based in any way on any agreements, arrangements or understanding made by or on behalf of Seller.

Section 5.16 Disclosure. No representation or warranty of the Seller in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

ARTICLE VI

CERTAIN COVENANTS

Section 6.1 Conduct of Business by AER. Except (i) as expressly permitted or required by this Agreement, or (ii) with the consent of Telanetix, during the period commencing with the date of this Agreement and continuing until the Closing Date, AER shall not conduct any trade or business other than as presently conducted, shall preserve intact its business organizations and maintain the registration of AER and the Common Stock under the Exchange Act.

Section 6.2 Access to Information. At all times prior to the Closing or the earlier termination of this Agreement in accordance with the provisions of Article IX, and in each case subject to Section 6.3 below, each party hereto shall provide to the other party (and the other party’s authorized representatives) reasonable access during normal business hours and upon reasonable prior notice to the premises, properties, books, records, assets, liabilities, operations, contracts, personnel, financial information and other data and information of or relating to such party (including without limitation all written proprietary and trade secret information and documents, and other written information and documents relating to intellectual property rights and matters), and will cooperate with the other party in conducting its due diligence investigation of such party, provided that the party granted such access shall not interfere unreasonably with the operation of the business conducted by the party granting access, and provided that no such access need be granted to privileged information or any agreements or documents subject to confidentiality agreements.

Section 6.3 Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, stockholders, interest

holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Section 6.4 Further Assurances. Each of the parties hereto agrees to use commercially reasonable efforts before and after the Closing Date to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party hereto in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective, in the most expeditious manner practicable, the Exchange, including, but not limited to: (i) satisfying the conditions precedent to the obligations of any of the parties hereto; (ii) obtaining all waivers, consents and approvals from other parties necessary for the consummation of the Exchange, (iii) making all filings with, and obtain all consents, approvals and authorizations that are required to be obtained from, Governmental Authorities, (iv) defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (v) executing and delivering such instruments, and taking such other actions, as the other party hereto may reasonably require in order to carry out the intent of this Agreement.

Section 6.5 Public Announcements. AER, the Sellers and Telanetix shall consult with each other before issuing any press release or otherwise making any public statements with respect to the Exchange or this Agreement, and shall not issue any other press release or make any other public statement without prior consent of the other parties, except as may be required by law or, with respect to AER, by obligations pursuant to rule or regulation of the Exchange Act, the Securities Act, any rule or regulation promulgated thereunder or any rule or regulation of the National Association of Securities Dealers.

Section 6.6 Notification of Certain Matters. Each party hereto shall promptly notify the other party in writing of any events, facts or occurrences that would result in any breach of any representation or warranty or breach of any covenant by such party contained in this Agreement.

Section 6.7 Financial Statements. Prior to the Closing, Telanetix shall deliver to AER (i) the Telanetix Financial Statements prepared in compliance with GAAP, consistently applied, and in accordance with all applicable SEC rules and regulations, including Regulation S-X promulgated under the Securities Act, and (ii) the consent of its independent auditors to the inclusion of their audit report and the Telanetix Financial Statements in a Current Report on Form 8-K relating to the Exchange. Telanetix shall use its best efforts to have its independent auditor consent to AER’s use of and reliance on the Telanetix Financial Statements as may be required in connection with any further filings made by AER under the United States federal securities laws.

Section 6.8 Tax-Free Exchange Status. The parties hereto shall take (or refrain from taking) any and all actions necessary to ensure that, for United States federal income tax purposes: (i) the Exchange shall qualify as a reorganization within the meaning of Sections 368(a)(1)(B) of the Code, and (ii) that the tax consequences to the stockholders of both companies are minimized.

Section 6.9 Disposition of Assets and Liabilities. Prior to the Closing, AER shall take all action required in order to dispose of all of AER’s Assets (other than cash, cash equivalents and marketable securities) and satisfy all of its Liabilities, except for up to $40,000 in accounts payable or promissory notes (the “Permitted Liabilities”), in accordance with any and all applicable laws and regulations. Promptly following the Closing, Telanetix will pay $15,000 to AER’s former legal counsel in satisfaction of an outstanding account payable. AER shall be responsible for and shall indemnify and hold Telanetix and the Sellers harmless from and/or against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities (including tax liabilities), damages or penalties and reasonable attorneys’ fees and related disbursements suffered by Telanetix, the Sellers and/or AER resulting from or arising out of or in connection with any such Assets and/or Liabilities of AER.

Section 6.10 Waiver of Claims. Each Seller for himself and his heirs, executors, administrators, attorneys and assigns, hereby releases and acknowledges full accord, satisfaction, discharge and settlement of, and further irrevocably and unconditionally forever releases, remises, and acquits Telanetix and any of its present or former officers, directors, stockholders, employees, agents, affiliates, parents, subsidiaries, predecessors, successors, attorneys and assigns (the “Telanetix Released Parties”) of and from any and all manner of actions, causes of action, arbitrations, controversies, expenses, damages, liabilities, demands, claims, counterclaims, cross-claims, obligations, losses, costs, promises, covenants, agreements, and suits of any kind or nature, whether known or unknown, whether contingent or fixed, whether developed or undeveloped, in law or equity, in tort or in contract from the beginning of time through the date of the full execution of this Agreement and the attachments and schedules hereto, which he may have or claim to have against Telanetix Released Parties, except for accrued wages for current employees and deferred compensation under Telanetix’s deferred compensation plan. Each Seller expressly acknowledges that such claims released and discharged by this Section include, but are not limited to, any and all claims against Telanetix Released Parties for remuneration, compensation or benefits (including but not limited to fees, salary, expense reimbursements, commissions, stock, options or warrants for stock, success fees, insurance or other benefits, or any other form of remuneration, compensation or benefits of any kind) and any and all other claims of any kind and nature arising prior to execution of this

Agreement and the attachments and schedules hereto, which relate in any way to Telanetix. This release shall extend to all claims, known and unknown. Each Seller is aware of, and specifically waives the provisions of Section 1542 of the Civil Code of the State of California, which states as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor”

Section 6.11 Resignation of Directors. Prior to Closing AER shall have filed with the SEC a Schedule 14(f)-1 with respect to the change of control transactions described in this Agreement, and shall have caused the Schedule 14(f)-1 to be mailed to each registered holder of its Common Stock. Ten days following the mailing of the Schedule 14(f)-1 to the AER registered stockholders, the current directors of AER shall appoint Xxxxxx X. Xxxxx to the AER Board of Directors, and shall resign.

ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE EXCHANGE

Section 7.1 Conditions to Obligations of Telanetix. The obligations of Telanetix and Sellers to consummate the Exchange shall be subject to the fulfillment, or written waiver by Telanetix, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of AER set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;

(b) AER shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(c) All consents, approvals, permits, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein shall have been obtained;

(d) Telanetix shall have completed a due diligence review of the business, operations, financial condition and prospects of AER and shall have been satisfied with the results of its due diligence review in its sole and absolute discretion;

(e) There has been no Material Adverse Effect on the business, condition or prospects of AER until the Closing Date;

(f) AER shall have secured the necessary director approval to adopt an Employee Stock Option Plan with terms and conditions reasonably acceptable to Telanetix; and

(g) AER shall have no Assets (other than cash, cash equivalents and marketable securities) or Liabilities other than the Permitted Liabilities.

Section 7.2 Conditions to Obligations of AER. The obligations of AER to consummate the Exchange shall be subject to the fulfillment, or written waiver by AER, at or prior to the Closing of each of the following conditions:

(a) The representations and warranties of Telanetix set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;

(b) Telanetix shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by Telanetix on or prior to the Closing Date;

(d) AER shall have completed a due diligence review of the business, operations, financial condition and prospects of Telanetix and shall have been satisfied with the results of its due diligence review in its sole and absolute discretion; and

(e) There has been no Material Adverse Effect on the business, condition or prospects of Telanetix until the Closing Date.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification between the Parties.

(a) Notwithstanding any other indemnification provision hereunder, AER (in this context, the “Indemnifying Party”) shall indemnify and hold harmless Telanetix and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by AER at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by AER, (iii) any misrepresentation made by AER, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other

documents or instruments furnished by AER pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of AER and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same.

(b) Notwithstanding any other indemnification provision hereunder, Telanetix (in this context, the “Indemnifying Party”) shall indemnify and hold harmless AER and its officers and directors (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by Telanetix at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by Telanetix, and (iii) any misrepresentation made by Telanetix, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by Telanetix pursuant hereto or in connection with the Exchange.

(c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless Telanetix and AER (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Section 8.2 Indemnification Procedures for Third Party Claims.

(a) Upon obtaining knowledge of any Claim by a third party which has given rise to, or is expected to give rise to, a claim for indemnification hereunder, the Indemnified Party shall give written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in reasonable detail such information as the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have actually adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party entitled to indemnification hereunder.

(b) If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 8.1 hereof is a claim or demand asserted by a third party, the Indemnifying Party shall have fifteen (15) days after the date on which Notice of Claim is

given to notify Indemnified Party in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist the Indemnifying Party in the defense of, such third party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the fees and expenses of such counsel. If the Indemnifying Party does not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnifying Party’s expense, to defend such third party claim or demand; provided, however, that (i) such Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article VII; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(c) The Indemnifying Party and the other Indemnified Parties, if any, shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article VIII, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Section 8.3 Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VIII and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim in a timely manner, Telanetix and the Indemnified Party shall proceed in good faith to negotiate a resolution

of such dispute and, if not resolved through negotiations, such dispute shall be resolved pursuant to Section 10.11.

Section 8.4 Limitations on Indemnification. No claim for indemnification under this Article VIII shall be asserted by, and no liability for such indemnify shall be enforced against, the Indemnifying Party to the extent the Indemnified Party has theretofore received indemnification or otherwise been compensated for such Claim. In the event that an Indemnified Party shall later collect any such amounts recovered under insurance policies with respect to any Claim for which it has previously received payments under this Article VIII from the Indemnifying Party, such Indemnified Party shall promptly repay to the Indemnifying Party such amount recovered.

ARTICLE IX

TERMINATION

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual consent of AER and Telanetix;

(b) by Telanetix, if the Closing shall not have occurred on or before August 31, 2005 or if any of the conditions to the Closing set forth in Section 7.1 shall have become incapable of fulfillment by August 31, 2005 and shall not have been waived in writing by Telanetix; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to Telanetix if its action or failure to act has been a principal cause of or resulted in the failure of the Exchange to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(c) by AER, if the Closing shall not have occurred on or before August 31, 2005 or if any of the conditions to the Closing set forth in Section 7.2 shall have become incapable of fulfillment by August 31, 2005 and shall not have been waived in writing by AER; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to AER if its action or failure to act has been a principal cause of or resulted in the failure of the Exchange to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;

(d) by AER or Telanetix if any Governmental or judicial Authority shall have issued an injunction, order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any material portion of the Exchange and such injunction, order, decree, ruling or other action shall have become final and nonappealable;

Section 9.2 Procedure and Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Exchange shall be abandoned without any further action by the parties hereto. If this Agreement is terminated as provided herein:

(a) each party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Exchange, whether obtained before or after the execution hereof; and

(b) each party agrees that all Confidential Information received by AER or Telanetix with respect to the other party, this Agreement or the Exchange shall be kept confidential notwithstanding the termination of this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.1 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Section 10.2 Amendment and Modifications. This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought.

Section 10.3 Extensions and Waivers. At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such extension or waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement.

Section 10.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party hereto. Except as provided in Article VIII, nothing in this Agreement is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.5 Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate two (2) years from the Closing. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms.

Section 10.6 Headings; Definitions. The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

Section 10.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall remain in full force and effect and shall be reformed to render the Agreement valid and enforceable while reflecting to the greatest extent permissible the intent of the parties.

Section 10.8 Specific Performance. The parties hereto agree that in the event that any party fails to consummate the Exchange in accordance with the terms of this Agreement, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine. It is accordingly agreed that the parties shall be entitled to specific performance in such event, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or in equity.

Section 10.9 Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax, email or other electronic transmission service to the appropriate address or number as set forth below (or any other address duly notified by a party hereto pursuant to the provisions of this Section 10.9).


If to AER:		with a copy to:
AER Ventures, Inc.		Xxxxxx X. Xxxxx, Esq.
000 Xxxxxx Xxxxxx, Xxxxx 0000		1042 N. El Camino Real, Ste B-261
Vancouver, B.C. Canada V6C 3G2		Xxxxxxxxx, XX 00000-0000
	Attn: Xxxxxx Xxxxxx, President
Phone:	000-000-0000	Phone:	(000) 000-0000
Fax:	000-000-0000	Fax:	(000) 000-0000
		Email:	xxxxx@xxxxxxxxxx.xxx

If to Telanetix:		with a copy to:
Telanetix, Inc.		Xxxxx Xxxxxx LLP
0000 Xxxxxxxxxxx Xxxxx Xxxx, Xxxxx 000		000 Xxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000		Xxx Xxxxx, XX 00000
Attn:	Xxx Xxxxx	Attn: Xxxxx X. Xxxxxx III, Esq.
Phone:	(000) 000-0000	Phone:	(000) 000-0000
Fax:	(000) 000-0000	Fax:	(000) 000-0000
Email:	xxx@xxxxxxxxx.xxx	Email:	xxxxxxxx@xxxxxxxxxxx.xxx

If to a Seller:
Telanetix, Inc.
0000 Xxxxxxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000


Attn: Xxx Xxxxxx
Phone:		(000) 000-0000
Fax:		(000) 000-0000
Email:		xxx@xxxxxxxxx.xxx

Section 10.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 10.11 Consent to Jurisdiction. Any action, suit or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Letter Agreement shall be commenced only in a state or federal court of competent jurisdiction the State of California, County of San Diego, and the parties hereto each consents to the jurisdiction of such a court.

Section 10.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

Section 10.13 Certain Definitions. As used herein:

(a) “Affiliate” shall have the meanings ascribed to such term in Rule 12b-2 of the Exchange Act;

(b) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which federally chartered financial institutions are not open for business in the City of San Diego, California;

(c) “Confidential Information” shall mean the existence and contents of this Agreement and the Schedules and Exhibits hereto, and all proprietary technical, economic, environmental, operational, financial and/or business information or material of one party which, prior to or following the Closing Date, has been disclosed by Telanetix, on the one hand, or AER, on the other hand, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other;

(d) “Contract” shall mean any oral, written or implied contracts, agreements, licenses, instruments, indentures leases, powers of attorney, guaranties, surety arrangements or other commitments of any kind;

(e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(f) “GAAP” shall mean generally accepted accounting principles in the United States as in effect on the date or for the period with respect to which such principles are applied;

(g) “Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency,

commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof;

(h) “Knowledge” shall mean (i) with respect to an individual, knowledge of a particular fact or other matter, if such individual is aware of such fact or other matter, and (ii) with respect to a Person that is not an individual, knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, knowledge of such fact or other matter;

(i) “Lien” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or proxy, pre-emptive rights, first refusal rights, participation rights, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future;

(j) “Material Adverse Effect” shall mean any adverse effect on the business, condition (financial or otherwise) or results of operation of the applicable entity;

(k) “Material Contract” shall mean any Contract, other than equipment and furniture leases entered into in the ordinary course of business, where the liabilities or commitments associated therewith exceed $10,000 individually or $50,000 in the aggregate;

(l) “Person” shall mean any individual, corporation, partnership, association, trust or other entity or organization, including a governmental or political subdivision or any agency or institution thereof;

(m) “SEC” shall mean the Securities and Exchange Commission;

(n) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

(o) “Taxes” shall mean all taxes (whether U.S. federal, state, local or other non-U.S.) based upon or measured by income and any other tax whatsoever, including, without limitation, gross receipts, profits, sales, levies, imposts, deductions, charges, rates, duties, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll and social security, employment, excise, stamp duty or property taxes, together with any interest, penalties, charges or fees imposed with respect thereto.

IN WITNESS WHEREOF, each of the parties have caused this Agreement to be signed by their respective officers hereunto duly authorized, all as of the date first written above.


AER VENTURES, INC.		TELANETIX, INC.

By:	/s/ XXXXXX XXXXXX	By:	/s/ XXXXXX X. XXXXX
	Xxxxxx Xxxxxx		Xxxxxx X. Xxxxx
	President		President

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EXCHANGE AGREEMENT BY AND AMONG AER VENTURES, INC. TELANETIX, INC. AND CERTAIN STOCKHOLDERS OF TELANETIX, INC. Dated August 15, 2005

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