COBALT NETWORKS INC S-1

S-1

FORM S-1

EX-2.1

AGREEMENT AND PLAN OF MERGER OF COBALT

EX-3.1

CERTIFICATE OF INCORPORATION

EX-3.1.1

RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

BYLAWS OF COBALT NETWORKS INC.

EX-3.3

CALIFORNIA AMENDED AND RESTATED ARTICLES OF INCORPORATION

EX-3.4

CALIFORNIA BYLAWS

EX-4.2

SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

EX-5.1

FORM OF OPINION OF WILSON SONSINI GOODRICH AND ROSATI

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

AMENDED AND RESTATED 1997 EMPLOYEE STOCK PLAN

EX-10.2.1

FORM OF OPTION AGREEMENT UNDER THE EMPLOYEE

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.3.1

FORM OF SUBSCRIPTION AGREEMENT UNDER THE 1999

EX-10.4

1999 DIRECTOR OPTION PLAN

EX-10.4.1

DIRECTOR OPTION AGREEMENT

EX-10.5

FORM OF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

EX-10.6

CONSULTING AGREEMENT DATED AUGUST 30, 1996

EX-10.7

LEASE AGREEMENT DATED AUGUST 5, 1998

EX-10.7.1

ASSIGNMENT OF LEASE DATED SEPTEMBER 2, 1998

EX-10.7.2

SUBLEASE DATED OCTOBER 28, 1998

EX-10.7.3

ADDENDUM ONE TO SUBLEASE DATED NOVEMBER 6, 1996

EX-10.7.4

LEASE DATED AUGUST 10, 1993

EX-10.8

EMPLOYMENT OPTION AGREEMENT BETWEEN REGISTRANT & GEORGE KORCHINSKY

EX-10.9

EMPLOYMENT AGREEMENT WITH GARY MARTELL

EX-10.10

SEPARATION AGREEMENT DATED JULY 28, 1999

EX-10.11

TURKEY SERVICE AND PURCHASE AGREEMENT

EX-10.12

PROMISSORY NOTE

EX-21.1

SUBSIDIARIES

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27

FINANCIAL DATA SCHEDULE