EXHIBIT 4.03
CONSENT
Reference is made to that certain Third Amended and Restated Investors'
Rights Agreement dated as of June 10, 1999 (the "Agreement"), by and among
Interwoven, Inc., a California corporation (the "Company"), and the persons
listed on Schedule A thereto (the "Investors"). Capitalized terms used herein
without definition shall have the meanings ascribed to them in the Agreement.
The undersigned, an Investor, hereby consents to include as Registrable
Securities under the Agreement the shares of the Company's Preferred Stock now
owned or subsequently acquired upon exercise of outstanding warrants to purchase
shares of the Company's Preferred Stock (and any shares of Common Stock issuable
upon conversion of such Preferred Stock) (such shares and warrants, the
"Existing Securities") by the following shareholders: Xxxx Xxx, Xxxx Xxxxx,
Silicon Valley Bank, Xxxxx Xxxxxx, Xxxx X. Xxxx, Stanford University, General
Electric Company and the former stockholders of Lexington Software Associates,
Inc. ("LSA") entitled to receive shares of Series E Preferred Stock and warrants
to purchase shares of Series E Preferred Stock pursuant to the Agreement and
Plan of Reorganization dated June 30, 1999, between the Company, LSA and certain
stockholders of LSA; provided, however, that the shares of the Company's capital
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stock derived from the Existing Securities and held by the former stockholders
of LSA shall be included as Registrable Securities only with respect to
Piggyback Registration Rights as set forth in Section 5 of the Agreement.
Dated: as of September 20, 1999
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Signature
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Name
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Title, if signatory is an entity
