Digital River 2002 Annual Report Download - page 62

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56
INDEX TO EXHIBITS
Exh ib i t
Num ber Descri pt ion O f Docum ent
2.1(1) Asset Purchase Agreement, dated August 24, 2000, by and between the Registrant and NetSales, Inc.
2.2(2) Asset Purchase Agreement dated as of March 20, 2001, by and between the Registrant, Calico Commerce,
Inc. and ConnectInc.com, Co., a wholly-owned subsidiary of Calico Commerce, Inc.
2.3(3) Amended and Restated Asset Purchase Agreement dated February 9, 2002 by and between the Registrant
and Beyond.com.
2.4(4) First Amendment to the Amended and Restated Asset Purchase Agreement dated as of March 15, 2002 by
and between the Registrant and Beyond.com.
2.5(4) Post-Closing Amendment to the Amended and Restated Asset Purchase Agreement dated as of March 31,
2002 by and between the Registrant and Beyond.com.
3.1(5) Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
3.2(6) Amended and Restated Bylaws of the Registrant, as currently in effect.
3.3(5) Certificate of Amendment of Amended and Restated Certificate of Incorporation (amending Exhibit 3.1).
4.1(7) Specimen Stock Certificate.
4.2(5) Form of Senior Debt Indenture.
4.3(5) Form of Subordinated Debt Indenture.
4.4 References are hereby made to Exhibits 3.1, 3.2 and 3.3.
10.1(5) Form of Indemnity Agreement between Registrant and each of its directors and executive officers.
10.2(5) 1998 Stock Option Plan.
10.3(5) Employment and Non-Competition Agreement effective May 25, 1998 by and between Joel A. Ronning
and the Registrant.
10.4(5) Heads of Agreement for International Agreement dated February 25, 1998 by and between Christopher J.
Sharples, David A. Taylor and the Registrant.
10.5(5) Form of Conditional Warrant to Purchase Common Stock dated April 22, 1998 by and between
Wasserstein Adelson Ventures, L.P. and Registrant.
10.6(5) Form of Warrant to Purchase Common Stock by and between certain investors and Registrant.
10.7(5) Consent to Assignment and Assumption of Lease dated April 22, 1998 by and between CSM Investors,
Inc., IntraNet Integration Group, Inc. and Registrant.
10.8(5) Assignment of Lease dated April 21, 1998 by and between Intranet Integration Group, Inc. and Registrant.
10.9(5) Lease Agreement dated January 18, 2000 between Property Reserve, Inc. and Registrant.
10.10(6) First Amendment of Lease dated January 31, 2001 to that certain Lease dated April 24, 1996 between
CSM Investors, Inc. and Registrant (as assignee of Intranet Integration Group, Inc.).
10.11(6) 1999 Stock Option Plan, formerly known as the 1999 Non-Officer Stock Option Plan.
10.12(8) 2000 Employee Stock Purchase Plan.
10.13(2) Voting Agreement, dated March 20, 2001, by and between the Registrant, Calico Commerce, Inc. and
ConnectInc.com, Co.
21.1 Subsidiaries of Digital River, Inc.
23.1 Consent of Independent Auditors, dated March 24, 2003.
24.1 Power of Attorney, pursuant to which amendments to this Annual Report on Form 10-K may be filed, is
included on the signature pages of this Annual Report on Form 10-K.
99.1 Certification of Digital River, Inc.’ s Chief Executive Officer, Joel A. Ronning, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification of Digital River, Inc.’ s Chief Financial Officer, Carter D. Hicks, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.3 Report of Independent Auditors
(1) Incorporated by reference from the Company’ s Current Report on Form 8-K filed on September 8, 2000.
(2) Incorporated by reference from the Company’ s Current Report on Form 8-K filed on March 26, 2001.
(3) Incorporated by reference from the Company’ s Current Report on Form 8-K filed February 11, 2002
(4) Incorporated by reference from the Company’ s Current Report on Form 8-K filed April 15, 2002
(5) Incorporated by reference from the Company’ s Registration Statement on Form S-3 (File No. 333-81626),
declared effective on February 12, 2002.
(6) Incorporated by reference from the Company’ s Annual Report on Form 10-K for the year ended December 31,
2000 filed on March 27, 2001.
(7) Incorporated by reference from the Company’ s Registration Statement on Form S-1 (File No. 333-56787),
declared effective on August 11, 1998.
(8) Incorporated by reference from the Company’ s Registration Statement on Form S-8 (File No. 333- 53332)
declared effective on January 8, 2001.