Shamrock Activist Value Fund Recommends Sale of iPass Inc

Business Wire, Jan 14, 2008

BURBANK, Calif. -- Shamrock Capital Advisors, Inc. has transmitted the following letter to the board of directors of iPass Inc.:

January 9, 2008
By Facsimile for distribution
c/o Mr. Ken Denman 650/232-0229
and by regular mail to each Board Member

Dear Board Member:

Shamrock Activist Value Fund has been an investor in iPass for almost 3 years, and we currently own approximately 14% of the outstanding shares. Since February, 2007, two of our designees have served as members of the iPass Board.

The transition of the Company's revenue base over the last 24 months and the restructuring plan announced in November, 2007, together with the disappointing share price performance over the last several years, compel us to urge the Board to immediately commence a process that results in a sale of the Company.

We believe the Company's blue chip customer base, existing products and services, emerging indirect channel strategy and global network of access suppliers would be extremely valuable if combined with another industry participant. We believe potential synergies available to a large field of buyers are substantial given the fact that most of the Company's costs below the gross-margin line are variable and would be duplicative. Additionally, potential opportunities exist in bundling and more rapid product development.

During our nearly three years as stockholders of iPass, we have had an extended period during which to evaluate the performance of senior management and the iPass Board. We believe that neither senior management nor the iPass Board has the strength necessary to institute the changes needed to deliver appropriate value to iPass' long-term stockholders.

Accordingly, we believe that shareholder value would be maximized through a sale of the business. We recommend that this process be undertaken immediately, commencing with the retention of independent financial advisors. To facilitate the independent review and pursuit of such a transaction, we urge the Board to also promptly establish a Special Committee of non management directors to oversee this process for the benefit of all iPass stockholders.

Very truly yours,

SHAMROCK CAPITAL ADVISORS, INC.

On behalf of the Shamrock Activist Value Fund

Stanley P. Gold

Board Members:

Mr. Ken Denman
Chairman and CEO
iPass Inc.
3800 Bridge Parkway
Redwood Shores, CA 94065

Mr. A. Gary Ames
85 West Golden Eagle Road
Santa Fe, NM 87506

Mr. John D. Beletic
3219 Drexel Drive
Dallas, TX 75205

Mr. Peter Bodine, Partner
APV Technology Partners
c/o Allegis Capital LLC
130 Lytton Avenue, Suite 210
Palo Alto, CA 94301

Mr. Peter Clapman
3 Valley Road
Scarsdale, NY 10583

Mr. Michael J. McConnell, Managing Director
Shamrock Capital Advisors
4444 Lakeside Drive
Burbank, CA 91505

Mr. Arthur Patterson, Founding Partner
Accel Partners
428 University Avenue
Palo Alto, CA 94301

Mr. Olof Pripp, Partner, EMEA CIO Managing Partner
Heidrick & Struggles
Albisstrasse 152
CH-8038 Zurich
Switzerland

Mr. Allan R. Spies
747 Detroit Street
Denver, CO 80206

Mr. Bruce Posey, General Counsel
iPass Inc.
3800 Bridge Parkway
Redwood Shores, CA 94065