PRIME RESPONSE GROUP INC/DE S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.4

BYLAWS OF PRIME RESPONSE GROUP, INC.

EX-10.1

1998 STOCK OPTION/STOCK ISSUANCE PLAN

EX-10.2

1998 STOCK OPTION/ISSUUAC(UK) STOCK OPTION AGREE.

EX-10.3

1998 STOCK OPTION AGREEMENT-U.K. ADDENDUM

EX-10.4

1998 STOCK PURCHASE AGREEMENT-U.K.

EX-10.5

1998 STOCK OPTION/ISSUANCE (U.S.) FORM OF NOTICE

EX-10.6

1998 STOCK OPTION AGREEMENT ADDENDUM-U.S.

EX-10.7

1998 STOCK PURCHASE AGREEMENT ADDENDUM-U.S.

EX-10.8

1998 STOCK ISSUANCE AGREEMENT ADDENDUM-U.S.

EX-10.9

STOCK PURCHASE AGREEMENT DATED 10/01/1997

EX-10.10

AMEND. #1 TO STOCK PURCHASE AGREEMENT

EX-10.11

STOCK PURCHASE AGREEMENT DATED 9/21/1998

EX-10.12

STOCK AND WARRANT PURCHASE AGREEMENT DATED 3/2/99

EX-10.13

STOCK AND WARRANT PURCHASE AGREEMENT DATED 7/15/99

EX-10.14

COMMON STOCK PURCHASE WARRANT-340,100 SHARES

EX-10.15

COMMON STOCK PURCHASE WARRANT-76,567 SHARES

EX-10.16

COMMON STOCK PURCHASE WARRANT-273,099 SHARES

EX-10.17

COMMON STOCK PURCHASE WARRANT-62,286 SHARES

EX-10.18

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.19

COMMON STOCK & WARRANT PURCHASE AGREEMENT 12/99

EX-10.20

WARRANT PURCHASE AGREEMENT DATED 12/6/99

EX-10.21

COMMON STOCK PURCHASE WARRANT AC-1 12/99

EX-10.22

COMMON STOCK PURCHASE WARRANT NO. AC-2

EX-10.23

COMMON STOCK PURCHASE WARRANT NO. AC-3

EX-10.24

MARKETING AGREEMENT

EX-10.25

CONSULTING AGREEMENT DATED 2/6/99

EX-10.26

LOAN AND SECURITY AGREEMENT

EX-10.27

SECURITY AGREEMENT DATED 10/28/99

EX-10.28

CONTINUING GUARANTY DATED 10/28/99

EX-10.29

STREAMLINED FACILITY AGREEMENT DATED 10/28/99

EX-10.30

LETTER OF CREDIT AGREEMENT DATED 11/24/99

EX-10.31

EXECUTIVE AGREEMENT DATED 1/13/99

EX-10.34

EXECUTIVE AGREEMENT DATED 4/29/99

EX-21.1

LIST OF SUBSIDIARIES

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE

EX-99.1

CONSENT OF MARC MCMORRIS