0001179022-10-000006 Sample Contracts

STOCK TRANSFER AGREEMENT
Stock Transfer Agreement • January 8th, 2010 • Ipass Inc • Services-computer processing & data preparation • New York

THIS STOCK TRANSFER AGREEMENT (the “Agreement”) is made and entered into as of December 29, 2009, by and among Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“Seller”), Millennium Technology Value Partners, L.P., a Delaware limited partnership (“MTVP”) and Millennium Technology Value Partners (RCM), L.P., a Delaware limited partnership (“MTRCM” and collectively with MTVP, the “Purchaser”).

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JOINT FILING AGREEMENT and POWER OF ATTORNEY
Joint Filing Agreement • January 8th, 2010 • Ipass Inc • Services-computer processing & data preparation

Pursuant to Rule 13d-1(k), the undersigned hereby agree that the attached Schedule 13D (including any amendments thereto) is filed by behalf of each of them.

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