EXACTIS COM INC S-1

S-1

FORM S-1

EX-3.1

RESTATED CERT. OF INCORPORATION OF EXACTIS.COM

EX-3.3

FORM OF RESTATED CERTIFICATE OF INCORPORATION

EX-3.4

BYLAWS

EX-3.5

AMENDED AND RESTATED BYLAWS OF EXACTIS.COM

EX-10.1

1996 STOCK OPTION PLAN

EX-10.3

1999 EQUITY INCENTIVE PLAN

EX-10.4

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

THIRD AMENDED AND RESTATED STOCKHOLDERS' AGMT.

EX-10.6

FORM OF INDEMNITY

EX-10.7

SUBLEASE AGREEMENT

EX-10.8

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

EX-10.9

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

EX-10.10

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

EX-10.11

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

EX-10.12

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

EX-10.15

SERIES B PREFERRED STOCK WARRANT

EX-10.16

SERIES C PREFERRED STOCK WARRANT

EX-10.17

SERIES C PREFERRED STOCK WARRANT/AMERICAN EXPRESS

EX-10.18

SERIES D PREFERRED STOCK WARRANT

EX-10.19

SERIES E PREFERRED STOCK WARRANT

EX-23.2

CONSENT OF KPMG LLP

EX-27

FINANCIAL DATA SCHEDULE