Exhibit 10.14
TUMBLEWEED COMMUNICATIONS CORPORATION
WAIVER OF AMENDED AND RESTATED INVESTORS' RIGHTS
AGREEMENT
The undersigned Holders (as that term is defined in the Amended and
Restated Investors' Rights Agreement, dated January 31, 2000, as amended (the
"Rights Agreement") among Tumbleweed Communications Corp. (the "Company") and
such holders of Registrable Securities, (as that term is defined in the Rights
Agreement) which Holders together hold at least 50% of the outstanding
Registrable Securities of the Company, hereby waive, on behalf of themselves and
all other Holders of Registrable Securities under the Rights Agreement, all
rights, including without limitation all registration rights and indemnification
rights, all Holders have pursuant to the Rights Agreement in connection with the
proposed underwritten public offering (the "Offering") by the Company and
certain stockholders of the Company. Pursuant to Sections 3.10 and 4.5.2 of the
Rights Agreement, consent to this Waiver will bind all parties to the Rights
Agreement.
This Waiver may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
The undersigned understand that the Company and the underwriters of the
Offering will proceed with the Offering in reliance on this Wavier.
IN WITNESS WHEREOF, the undersigned has executed this Waiver as of
__________ __, 2000.
For Corporation/Partnership: For Individual:
___________________________ ____________________________
(Name of Entity) (Name)
By:___________________ ____________________________
Title:________________ (Signature)