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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) Financial Statements.
The consolidated financial statements required by this item are submitted in a separate section beginning
on page 68 of this report.
Report of Independent Registered Public Accounting Firm .................................... 67
Consolidated Balance Sheets .......................................................... 68
Consolidated Statements of Operations .................................................. 69
Consolidated Statements of Stockholders’ Equity ........................................... 70
Consolidated Statements of Cash Flows .................................................. 71
Notes to Consolidated Financial Statements ............................................... 72
(2) Financial Statement Schedules.
All schedules for which provision is made in the applicable accounting regulations of the SEC have been
omitted as not required or not applicable, or the information required has been included elsewhere by reference
in the financial statements and related notes, except for Schedule II, which is included with this Form 10-K, as
filed with the SEC.
(3) Exhibits.
Exhibit
Number Description of Document
2.1(1) Stock Purchase Agreement, dated as of April 17, 2004, by and among Digital River, Inc.,
Blitz F03-1424 GmbH, a company organized under the laws of Germany and a wholly owned
subsidiary of Digital River, and the selling shareholders of element 5 Informationstechnologien und —
dienstleistungen Aktiengesellschaft, a company organized under the laws of Germany.
3.1(4) 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.
4.1(7) Specimen Stock Certificate.
4.2(4) Form of Senior Debt Indenture.
4.3(4) Form of Subordinated Debt Indenture.
4.4 References are hereby made to Exhibits 3.1 and 3.2.
4.5(13) Indenture dated as of June 1, 2004, between Digital River, Inc. and Wells Fargo Bank, N.A. as trustee,
including therein the form of the Note.
10.1(7) Form of Indemnity Agreement between Registrant and each of its directors and executive officers.
10.3(7) Consent to Assignment and Assumption of Lease dated April 22, 1998, by and between CSM
Investors, Inc., IntraNet Integration Group, Inc. and Registrant.
10.4(5) Assignment of Lease dated April 21, 1998, by and between Intranet Integration Group, Inc. and
Registrant.
10.5(5) Lease Agreement dated January 18, 2000, between Property Reserve, Inc. and Registrant.
10.6(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.).
10.7(8) 1998 Stock Option Plan, as amended and superseded by Exhibit 10.19.*
10.8(9) 1999 Stock Option Plan, formerly known as the 1999 Non-Officer Stock Option Plan, as amended and
superseded by Exhibit 10.19.*
10.9(8) 2000 Employee Stock Purchase Plan, as amended, and offering.*
63