PREVIEW SYSTEMS INC S-1

S-1

FORM S-1

EX-3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

FORM OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

FORM OF SIXTH AMENDED AND RESTATED CERT. OF INCORPORATION

EX-3.4

BYLAWS OF PREVIEW SYSTEMS, INC.

EX-3.5

FORM OF AMENDED AND RESTATED BYLAWS OF PREVIEW SYSTEMS, INC.

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

PORTLAND SOFTWARE AMENDED AND RESTATED 1994 STOCK OPTION PLAN

EX-10.3

PREVIEW SOFTWARE 1997 STOCK OPTION PLAN

EX-10.4

PREVIEW SOFTWARE 1997 NEW STOCK OPTION PLAN

EX-10.5

PREVIEW SYSTEMS 1998 STOCK OPTION PLAN

EX-10.6

PREVIEW SYSTEMS 1999 DIRECTOR'S STOCK OPTION PLAN

EX-10.7

PREVIEW SYSTEMS 1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.9

COMMON STOCK PURCH. AGRMT. WITH VINCENT PLUVINAGE DATED 7/5/99

EX-10.10

COMMON STOCK PURCH. AGRMT. WITH BRAD SOLSO DATED 7/6/99

EX-10.11

LEASE AGREEMENT-TERMS AND CONDITIONS

EX-10.11

FIRST LEASE AMENDMENT DATED AUGUST 14, 1996

EX-10.11

FIRST AMENDMENT TO LEASE AGREEMENT

EX-10.11

SECOND AMENDMENT TO LEASE AGREEMENT

EX-10.12

STANDARD OFFICE LEASE-GROSS

EX-10.12

FIRST AMENDMENT TO LEASE

EX-10.12

SECOND AMENDMENT DATED AUGUST 26, 1998

EX-10.13

LOAN AND SECURITY AGREEMENT

EX-10.13

LOAN MODIFICATION AGREEMENT

EX-10.16

AGREEMENT AND PLAN OF REORGANIZATION

EX-10.17

SERIES G PREFERRED STOCK PURCHASE AGREEMENT

EX-10.18

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

EX-10.19

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

EX-10.20

PLEDGE AGREEMENT

EX-21.1

SUBSIDIARIES OF PREVIEW SYSTEMS

EX-23.1

CONSENT OF ARTHUR ANDERSEN LLP

EX-23.2

CONSENT OF KPMG LLP

EX-27.1

FINANCIAL DATA SCHEDULE-DEC. 31, 1998

EX-27.2

FINANCIAL DATA SCHEDULE-JUNE 30, 1999