EXHIBIT 4.04
AMENDMENT TO THIRD AMENDED AND RESTATED
INVESTORS RIGHTS AGREEMENT
This Amendment (the "Amendment") to Third Amended and Restated Investors'
Rights Agreement dated as of June 10, 1999 (the "Agreement"), by and among
Interwoven, Inc., a Delaware corporation (the "Company"), and the persons listed
on Schedule A thereto (the "Investors"), as amended. Capitalized terms used
herein without definition have the meanings assigned to them in the Agreement.
The Company has filed a Registration Statement on Form S-1 in connection
with an underwritten public offering of 1,000,000 shares of its common stock and
up to 2,450,000 shares of its common stock held by certain of its stockholders.
As is set forth in Sections 5 of the Agreement, the Investors are entitled
to be given notice of the Company's decision to file the Registration Statement,
and to participate in the offering covered by such Registration Statement to the
extent that Investors have furnished the Company with a written request to
participate within 20 days of receiving such notice.
Now, therefore, in consideration of the foregoing and the mutual promises
contained herein, pursuant to Section 17.6 of the Agreement, the undersigned
Investor hereby agrees as follows:
1. The Agreement shall be amended to include the following Section 5.4:
"5.4 Limitation on Piggyback Registration. Notwithstanding anything in
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this Section 5 to the contrary, Section 5 of this Agreement shall not apply
to offer and sale of the Company's securities contemplated by the Company's
registration statement on Form S-1 filed with the Securities and Exchange
Commission on December 17, 1999."
2. Except as specifically amended hereby, the Agreement shall remain in
full force and effect.
3. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT AMENDMENT
In witness whereof, the parties hereto have executed this Amendment to Third
Amended and Restated Investor Rights Agreement.
Dated: ___________, ______
Company:
Interwoven, Inc., a Delaware corporation
By:__________________________
Name:
Title:
Investor:
_____________________________________________
Signature
_____________________________________________
Name
_____________________________________________
Title, if signatory is an entity
