ABOVENET COMMUNICATIONS INC S-1

S-1

REGISTRATION STATEMENT FORM S-1

EX-2.1

FORM OF AGREEMENT AND PLAN OF MERGER

EX-3.1

CERTIFICATE OF INCORPORATION OF REGISTRANT

EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

SECOND AMENDED CERTIFICATE OF INCORPORATION

EX-3.4

BYLAWS OF REGISTRANT

EX-4.3

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

EX-4.4

WARRANTS TO PURCHASE COMMON STOCK-TRANSAMERICA

EX-4.5

WARRANTS TO PURCHASE SHARES OF SERIES D STOCK

EX-4.6

WARRANTS TO PURCHASE SHARES OF COMMON STOCK

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1996 STOCK OPTION PLAN

EX-10.3

1997 STOCK OPTION PLAN

EX-10.4

1998 STOCK INCENTIVE PLAN

EX-10.5

1998 EMPLOYEE STOCK PURCHASE PLAN

EX-10.6

EMP.AGRMNT. BETWEEN THE REGISTRANT & WARREN KAPLAN

EX-10.7

EMP.AGRMNT. BETWEEN THE REGISTRANT & SHERMAN TUAN

EX-10.8

EMP. AGRMNT. BETWEEN THE REGISTRANT & DAVE RAND

EX-10.9

STOCK OPTION AGREEMENT

EX-10.10

LICENSE AGREEMENT BETWEEN REGISTRANT & DAVE RAND

EX-10.12

LOAN AND SECURITY AGREEMENT

EX-10.13

LOAN AND SECURITY AGREEMENT

EX-10.14

PROMISSORY NOTE BY REGISTRANT TO TRANSAMERICA BUS.

EX-10.15

OFFICE LEASE DATED MAY 15, 1996

EX-10.16

FIRST AMENDMENT TO LEASE DATED DECEMBER 12, 1996

EX-10.17

SECOND AMENDMENT TO LEASE DATED FEBRUARY 23, 1998

EX-10.18

OFFICE LEASE DATED MAY 15, 1996

EX-10.19

FIRST AMENDMENT TO LEASE AGREEMENT DATED 12/12/96

EX-10.20

SECOND AMENDMENT TO LEASE DATED FEBRUARY 24, 1998

EX-10.21

CONSENT OF LANDLORD DATED MARCH 31, 1998

EX-10.22

CONSENT OF LANDLORD DATED APRIL 6 & APRIL 12, 1998

EX-10.23

SUBLEASE BETWEEN KPMG PEAT MARWICK& THE REGISTRANT

EX-10.24

DEED OF LEASE DATED SEPTEMER 3, 1997

EX-10.25

DEED OF LEASE DATED JANUARY 30, 1998

EX-16.1

LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANTS

EX-23.3

INDEPENDENT AUDITORS' REPORT ON SCHEDULE

EX-27.1

FINANCIAL DATA SCHEDULE