LIQUID AUDIO INC S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION OF THE REGISTRANT

EX-3.2

FORM OF RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

BYLAWS AS CURRENTLY IN EFFECT

EX-3.4

FORM OF BYLAWS

EX-4.2

SECOND AMENDED AND RESTATED RIGHTS AGREEMENT

EX-5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1996 EQUITY INCENTIVE PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

LICENSING AGREEMENT WITH SESAC

EX-10.5

SOFTWARE CROSS LICENSE AGREEMENT

EX-10.6

FORM OF LIQUID MUSIC NETWORK AGREEMENT

EX-10.7

LETTER AGREEMENT WITH COMPAQ COMPUTER CORP.

EX-10.8

LA AGREEMENT WITH REAL NETWORKS, INC.

EX-10.9

BINARY SOFTWARE LICENSE AGREEMENT

EX-10.10

PATENT LICENSE AGREEMENT WITH FRAUNHOFER

EX-10.11

SOFTWARE LICENSE AGREEMENT

EX-10.12

OEM MASTER LICENSE AGREEMENT

EX-10.13

AGREEMENT IN PRINCIPLE WITH N2K

EX-10.14

PATENT LICENSE AGR. WITH DOLBY

EX-10.15

ADJUSTMENT TO PATENT & LICENSE AGR.

EX-10.16

SOURCE CODES

EX-10.17

FOUNDERS RESTRICTED STOCK PURCHASE AGR. W/KEARBY

EX-10.18

FOUNDERS RESTRICTED STOCK PURCHASE AGR. W/WISER

EX-10.19

FOUNDERS RESTRICTED STOCK PURCHASE AGR. W/FLYNN

EX-10.20

MASTER EQUIPMENT LEASE

EX-10.21

SUMMARY PLAN DESCRIPTION OF 401(K) PLAN

EX-10.22

LOAN & SECURITY AGREEMENT DATED 04/16/1998

EX-10.23

LOAN & SECURITY AGREEMENT DATED 11/16/1998

EX-10.24

LEASE AGREEMENT WITH MASTER LEASE

EX-10.25

LEASE AGREEMENT WITH JOHN ANAGNOSTOU

EX-10.26

LEASE & SERVICE AGREEMENT

EX-10.27

LEASE AGREEMENT WITH NEW RETAIL CONCEPTS

EX-10.28

COMMERCIAL LEASE WITH JIM & JEANNETTE BEEGER

EX-10.29

COMMERCIAL LEASE WITH JOHN ANAGNOSTOU REALTY

EX-10.30

SOFTWARE RESELLER AGREEMENT

EX-10.31

SHAREHOLDER AGREEMENT WITH SUPER STAGE

EX-10.32

LOAN AGREEMENT WITH SUPER FACTORY

EX-10.33

SHARE SALE & PURCHASE AND OPTION AGR.

EX-10.34

SHAREHOLDERS AGREEMENT WITH SKM LIMITED

EX-10.35

SOFTWARE RESELLER & SERVICES AGREEMENT

EX-10.36

CONSULTING AGREEMENT WITH LIQUID AUDIO KOREA

EX-10.37

CONSULTING AGREEMENT WITH SKM LIMITED

EX-10.38

GUARANTY ISSUED TO LIQUID AUDIO

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE