Waiver of Amended and Restated Investors' Rights Agreement by Tumbleweed Communications Corporation Holders

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Summary

This waiver, executed by holders of at least 50% of Tumbleweed Communications Corporation's registrable securities, relinquishes all rights under the Amended and Restated Investors' Rights Agreement, including registration and indemnification rights, in connection with a proposed underwritten public offering by the company and certain stockholders. The waiver is binding on all parties to the agreement and allows the company and its underwriters to proceed with the offering without obligations under the prior rights agreement.

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EX-10.14 4 ex-10_14.txt EXHIBIT 10.14 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)