INFLOW INC S-1/A

AMENDMENT NO.3 TO FORM S-1

FORM OF 5TH AMENDED & RESTATED CERTIFICATE OF INC.

A&R SERIES C PREFERRED STOCK PURCHASE AGREEMENT

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

FIFTH A&R STOCKHOLDERS'AGREEMENT

FIFTH A&R INVESTORS'RIGHTS AGREEMENTS

LIST OF SUBSIDIARIES

CONSENT OF PRICEWATERHOUSECOOPERS LLC

POWER OF ATTORNEY FOR ANDREW J ARMSTRONG

FINANCIAL DATA SCHEDULE