FLYCAST COMMUNICATIONS CORP S-1

S-1

FORM S-1

EX-3.1

FOURTH AMENDED & RESTATED ARTICLES OF INCORP.

EX-3.2

CERTIFICATE OF INCORPORATION

EX-3.3

FORM OF AMENDED & RESTATED CERT. OF INCORP./PRIOR TO EFF. DATE

EX-3.4

FORM OF AMENDED & RESTATED CERT. OF INCORP./UPON COMPLETION

EX-3.5

AMENDED & RESTATED BYLAWS OF THE REGISTRANT

EX-5.1

OPINION OF VENTURE LAW GROUP

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1997 STOCK OPTION PLAN

EX-10.3

1999 STOCK OPTION PLAN

EX-10.4

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

1999 DIRECTORS' STOCK OPTION PLAN

EX-10.6

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

EX-10.7

AMENDED & RESTATED INVESTORS' RIGHTS AGR.

EX-10.8

AMENDED & RESTATED RIGHT OF FIRST REFUSAL

EX-10.9

AMENDED & RESTATED VOTING AGREEMENT

EX-10.11

STANDARD OFFICE LEASE

EX-10.12

MASTER LEASE AGREEMENT

EX-10.13

SUBORDINATED LOAN & SECURITIES AGREEMENT

EX-10.14

WARRANT AGREEMENT DATED MAY 22, 1998

EX-10.15

WARRANT AGREEMENT DATED SEPTEMBER 29, 1998

EX-23.1

CONSENT OF INDEPENDENT AUDITORS

EX-27.1

FINANCIAL DATA SCHEDULE