ALLAIRE CORP S-1

S-1

ALLAIRE CORPORATION FORM S-1

EX-1.1

UNDERWRITING AGREEMENT

EX-3.1

CERTIFICATE OF INCORPORATION

EX-3.2

CERTIFICATE OF AMENDMENT

EX-3.3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.4

BY-LAWS

EX-3.5

AMENDED AND RESTATED BY-LAWS OF ALLAIRE CORP.

EX-10.1

1997 STOCK INCENTIVE PLAN

EX-10.2

1998 STOCK INCENTIVE PLAN

EX-10.3

1998 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

OPTION AGREEMENT FOR DAVID J. ORFAO

EX-10.5

OPTION AGREEMENT FOR OTHER EXECUTIVE OFFICERS

EX-10.6

ONE ALEWIFE CENTER OFFICE LEASE

EX-10.7

LEASE AGREEMENT

EX-10.8

LOAN AND SECURITY AGREEMENT

EX-10.9

NEGATIVE PLEDGE AGREEMENT

EX-10.10

LOAN MODIFICATION AGREEMENT

EX-10.11

LOAN MODIFICATION AGREEMENT

EX-10.12

SENIOR LOAN AND SECURITY AGREEMENT

EX-10.13

WARRANT AGREEMENT

EX-10.14

WARRANT AGREEMENT

EX-10.15

WARRANT TO PURCHASE COMMON STOCK OF ALLAIRE CORP.

EX-10.16

WARRANT TO PURCHASE COMMON STOCK OF ALLAIRE CORP.

EX-10.17

REGISTRATION RIGHTS AGREEMENT

EX-10.18

WAIVER/AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-10.19

EMPLOYMENT OFFER

EX-10.20

CONTRIBUTION/RESTRICTED STOCK PURCHASE AGREEMENT

EX-10.21

WORKING CAPITAL LINE OF CREDIT LETTER

EX-11.1

STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

EX-23.1

CONSENTS OF EXPERTS AND COUNSEL

EX-27.1

FINANCIAL DATA SCHEDULE