ipass

Be well connected © IPASS INC. 2012
iPass Inc. | Company Overview
November 2012

Company Overview …………………………………..…..… 3
Business Review:
• Mobility Services …………………………….….……….……… 12
• Managed Network Services ……………….……….……… 23
Financial Overview ……….…….…………..…………...…. 27
Appendix …………………..………………..…….…………. 32
iPass | Table of Contents
2

iPass = Global Wi-Fi Roaming
iPass | Driving Value Creation With Wi-Fi
iPass is the Global Wi-Fi Roaming Leader for Enterprises and
Telecom Service Providers for their Consumer Subscribers
Uniquely positioned to take advantage of exploding global
demand for Wi-Fi
3

Global demand for
bandwidth is growing
0
200,000
400,000
600,000
800,000
1,000,000
2010 2011 2012 2013 2014 2015
Existing Supply
Demand Estimate
395
605
791
982
1,267
0
300
600
900
1,200
1,500
2010 2011 2012 2013 2014
0.2 EB
0.6 EB
1.2 EB
2.2 EB
3.8 EB
6.3 EB
0.0 EB
2.0 EB
4.0 EB
6.0 EB
8.0 EB
2010 2011 2012 2013 2014 2015
4
Mobility Market | It’s All About Wi-Fi
Mobility Trends Business Drivers Market Demands
Smartphone Proliferation
Explosive Growth in Data Traffic
Proliferation of Wi-Fi Devices
Enterprise Needs:
Carrier Needs:
• Mandate to manage mobility costs
• IT requirement to provide always-
on high-speed connectivity
• Proliferation of employee-liable
devices
• Wi-Fi as both new revenue
opportunity and cost savings
measure
• Need for a global interconnected
Wi-Fi footprint
• Wi-Fi offload and integration into
core network offerings
Costs of mobility are
rising – demand
exceeds supply
Wi-Fi has emerged as
a critical element
Source: Cisco VNI Mobile, Credit Suisse, IDC, Gartner.
1
2

62,000+ 70 million 23,600+ 29 (15 Pending)
5
iPass | Commanding Wi-Fi Market Presence
iPass Wi-Fi Hotspots
Across 110+ Countries
1.1 million
Unique Users of the
iPass Platform in 2011
1.8 million
Authentications by iPass
Infrastructure in 2011
19 million+ 145+
iPass Hotel & Conference
Venues, Global Airports &
Daily In-Flight Hotspots
iPass Wi-Fi
Sessions in 2011
iPass Points of
Presence in U.S. Retail &
Branch Office Locations
iPass Leading Connectivity
& Authentication Patents
Global Wi-Fi Operators
with whom iPass
Infrastructure is Integrated
iPass Strategic
Neutral Partner Across
Wi-Fi Ecosystem

Uniquely positioned to take advantage of exploding global demand for Wi-Fi
Successful transformation of business and financial model
Solid financial profile: $131m recurring SaaS revenue with no debt and $27m in cash
Consistent management execution, poised to deliver meaningful revenue growth & profitability
Asymmetric risk profile for investors with underlying asset base and Wi-Fi growth dynamic
IPAS | Unique Investor Opportunity
Direct Participation in Disruptive Global Wi-Fi Value Creation
6

• Unique 4-party authentication
• Global carrier-integrated
transaction infrastructure
• Global Wi-Fi exchange
• ‘VISA’ model for global Wi-Fi
transaction settlements and
exchange
7
iPass Advantage | Unique Set of Assets
• Unique neutral position as Wi-Fi
market maker (buyer/seller)
• Large enterprise and carrier
customers create unique cost
advantages
• Largest generator of int’l Wi-Fi
traffic
Unmatched Platform Global Authentication Fabric Largest Supply Chain
• Cloud-based mobility platform
• Cross-platform connectivity
agents deliver seamless
end-user experience
• Scalable subscriber mgmt and
reporting supporting 1.8m+
unique users annually
iPass is driving meaningful stockholder value from its unparalleled asset base in Wi-Fi
Technology Platform
iPass Open Mobile1 iPass Exchange Infrastructure2 iPass Network Ecosystem3
Enterprise
Customer
Growth
Hotspot and
Venue Growth
Expanding
Carrier
Ecosystem
Carriers
Enterprises
Users

# Hotspots
Today
1.1m
# Hotspots
at Year-End
1.5m+
8
iPass Network | Largest Global Wi-Fi Footprint
61,000
34,500
3,100
357,600
12,200
670,000
1,600
North
America
Europe
Central / So.
America
Middle East
& Africa
Global
Open Access
(Free)
Asia
Australia &
Oceania
Unmatched Global Wi-Fi Footprint
Leading Strategic Wi-Fi VenuesLeading Global Carrier Providers
More than 62,000 hotel hotspots globally
Nearly 3,000 airport hotspots with over 90% coverage
of the world’s top-100 airports
Premium in-flight Wi-Fi services on 1,500 airplanes
Over 61,000 Open Access (free) hotspots
Interconnected with over 140 Wi-Fi Network Operators

Mobility Management Services
& Global Wi-Fi for Enterprises
• CUSTOMERS: Fortune 1000 and large
enterprises
• OFFERING: (i) Enterprise mobility
management platform services,
and (ii) Wi-Fi network access
• USERS: Enterprise employees
Global Wi-Fi Roaming and
Wi-Fi Exchange Services
for Telecom Carriers
• CUSTOMERS: global telecoms
& service providers
• OFFERING: carrier Wi-Fi
enablement services (Wi-Fi
roaming & off-load)
• USERS: wireless consumer
subscribers
Managed Network Services
for Retail/Branch Offices
• CUSTOMERS: large branch and
retail office enterprises
• OFFERING: End-to-end, high
speed WAN, VPN, Wi-Fi
managed platform for retail &
branch offices
• USERS: enterprise IT
iPass Portfolio | Highly-Synergistic Businesses
iPass’ offerings leverage the company’s unique technology, asset base and
market dynamics to address the needs of enterprises, carriers and end users
Direct Sales | Carrier PartnersDirect Sales | Resellers | Carrier OEM Direct Sales
Managed Network
Services (MNS)
CHANNELS:
Mobility Services
Open Mobile | Enterprise (OM|E) Open Mobile | Exchange (OM|X)
9

Be well connected © IPASS INC. 2012 10
iPass Value Creation | Key Growth Drivers
iPass is focused on continuing to grow stockholder value by executing on key
growth initiatives across its businesses and market opportunities
• Accelerate migration of
Users to Open Mobile from
legacy iPC platform
• Drive increased Open
Mobile Network usage with
expanded smart device
penetration
• Penetration of service to
end user billing and SME
market
• Scale customers and users
through carrier OEM
channel
• Drive Wi-Fi roaming
services with new carrier
agreements
• Build-out branded Wi-Fi
exchange with certified
OM|X Wi-Fi suppliers
• Evolve supply dynamics
to support increased traffic
globally
• Continue top-line growth
through account growth
and new customer
acquisition
• Delivery of high margin
value-add service offerings
• Leverage synergies with
OM|E & OM|X Wi-Fi
expertise
OM|E OM|X MNS

iPass | Business Review
11

iPass | Mobility Services
Mobility Management & Wi-Fi for the Enterprise
and Global Telecom Providers
12

Enterprise Market | Big Corporate Needs
Multi-Mobile Rules the Day
Mobility Trends … … Driving Enterprise Needs
Large & Rising Mobility Costs
Hyper-Connected Mobile Workers
iPass is uniquely positioned to capitalize on key trends affecting
Enterprise Mobility, many of which have become a focal point for CIOs
Must Address ‘Consumerization’
Key to Manage Mobility Economics
Drive User Productivity

Network
Services
Platform
Services
iPass provides a suite of cloud-based mobility services for the enterprise (OM|E) that
consists of Platform Services and Wi-Fi Network access
Enterprise Offerings | iPass Open Mobile
14
Cross-device,
cross-network Internet
connectivity service
Powerful and flexible
connection policy
enforcement
Real-time reporting &
analysis of all mobile
Internet activity
Access to the world’s largest global Wi-Fi network with 1m+ Wi-Fi hotspots
Mobile: NETWORK
Mobile: CONNECT Mobile: CONTROL Mobile: INSIGHT
1
2
1 2

The Open Mobile value prop resonates with the largest global companies
Global Reach | Tier-1 Enterprise Customer Base
15

0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
Q1 ’11 Q2 ’11 Q3 ’11 Q4 ’11 Q1 ’12 Q2’12 Q3’12 Q4 ’12+
Open Mobile Momentum | Strong User Growth
16
iPass continued meaningful traction in Q3 adding users
to the Open Mobile Enterprise (OM|E) Platform
Strong OM User Growth
# of Monthly Open Mobile Users
The number of enterprise users at period-end that
paid for Open Mobile services from iPass
Enterprise users who pay OM
fees, but have not yet
fully-deployed Open Mobile
Users who were billed OM
fees and who have
used or deployed Open
Mobile
Total number of OM|E
monetized users
PAYING,
UNDEPLOYED
OM|E Users
ACTIVE
OM|E Users
GROSS
OM|E Users = +
293K
758K
465K Strong progress on implementing Open
Mobile customer deployments
On-track to end 2012 with more than 400K
Active OM Users and nearly 1 million
Gross OM Users
Grew OM Active users by 38% and OM
Gross Users by 54%
16
27K
OM Wi-Fi Users

0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
Q1 ’11 Q2 ’11 Q3 ’11 Q4 ’11 Q1 ’12 Q2’12 Q3’12 Q4 ’12+
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
Q1 ’11 Q2 ’11 Q3 ’11 Q4 ’11 Q1 ’12 Q2’12 Q3’12 Q4 ’12+
Enterprise User Mix | Accelerating Migration
17
Open Mobile Platform and Network user continue to grow such that the mix is
becoming increasingly more favorable with more Users on OM
… And Strong OM Platform User Growth
320K
590K
270K
Total Platform Users
Open Mobile
Platform Users
Legacy iPC
Platform Users
17
Compelling Path of OM Wi-Fi Users …
54K
81K
27K
Total Wi-Fi Network Users
Open Mobile
Wi-Fi Users
Legacy iPC
Wi-Fi Users
# of Average Monthly Platform Users
The number of enterprise users each month in a given quarter that
paid for platform services from iPass
# of Average Monthly Wi-Fi Network Users
The number of enterprise users each month in a given quarter that
paid for Wi-Fi Network services from iPass

Mobility Trends … … Driving Carrier Needs
Explosive Data Usage
Additional Network Capacity
Lost Revenue Wi-Fi Based Offerings
Exponential Device Growth New Monetization Strategies
Telecom Carriers increasingly need ways to deal with huge network capacity
demand, poor customer experiences, and new revenue generation issues
Carrier Wi-Fi Market | Huge Carrier Needs
Poor Customer Experience Deliver Quality Experience

Carrier Ecosystem | Unique iPass Position to
Address Global Wi-Fi
19
• Global Clearinghouse
• Improved Cost and
Transaction Efficiency
• Valuable ‘Network
Effect’
• Greater Reach of
Service
Global Wi-Fi
roaming to support
increased traffic
Requirements for
New Revenue
Streams
Delivery of a Higher
Quality, End-User
Experience
High Demands on
Existing Network
Infrastructure
Carrier Needs iPass OM|X
Carriers Maintain
Independent Supply
Agreements
Augment Network
Capacity and
Infrastructure
Frictionless Access
to Global Wi-Fi
Network
Single Billing and
Authentication
Relationship
OM|X
Ecosystem Need for
Global, Secure &
Trusted Wi-Fi Exchange

iPass OM|X offers a highly-differentiated service that maximizes carriers’
network infrastructure and delivers improved cost, customer service &
new offering/revenue generation opportunities
iPass Carrier Offerings | Global Wi-Fi Roaming
Allows carriers to provide
their subscribers with
global Wi-Fi connectivity
Allows Wi-Fi providers to
monetize their Wi-Fi network
with ‘visiting’ subscribers
World’s largest, extensible, carrier-grade platform for
Wi-Fi authentication and transaction settlements
OM|X Wi-Fi Exchange
Roam-In Roam-Out

Largest mobile operator in Brazil with
69.7 million revenue generating units.
Providing international Wi-Fi Roaming
Services with iPass OMX.
Second largest mobile network operator
in Thailand with 23+ million subscribers.
Offering global Wi-Fi data roaming
through Deutsche Telekom’s Wi-Fi
Mobilize based on iPass OMX.
21
OM|X Momentum | Milestone Customer Wins
World’s largest mobile operator with
655 million subscribers. iPass OMX
serves as a central hub for
international roaming partners.
Leading telecommunications provider in
Korea with over 25 million subscribers.
World's largest CDMA mobile operator
with 100 million subscribers. Joining
iPass OMX service to leverage the
iPass Global Wi-Fi Footprint.
Leading mobile operator in Middle East
with over 40 million subscribers. Zain
Group launching global Wi-Fi data
roaming services based on iPass OMX.
World's leading telecommunications
company with 129 million mobile
subscribers. iPass OMX service provides
the underlying platform for new Wi-Fi
Mobilize carrier roaming & clearing service.
Provides global data and voice
roaming solutions with coverage in
200+ countries. Leveraging iPass OMX
to make the iPass global Wi-Fi footprint
available to subscribers.
Second largest mobile network operator
in Japan with over 35 million subscribers.
AlwaysOn is South Africa’s largest Wi-Fi
provider. iPass OMX is the foundation for
their int’l Wi-Fi data roaming service.

Improve
Indoor
Coverage
Enhanced
User
Experience
Value-added
Service
Platform
Churn
Reduction
Tool
Customer
Acquisition
Tool
Wi-Fi Access
Revenues
22
OM|X Market | Compelling Value Drivers
• Monetize Wi-Fi
networks to
other Service
Providers with
Roam-in
• Set private
market rates with
Wi-Fi Exchange
services
• Generate new
service revenues
with global Wi-Fi
roaming
• Enable new
financial models
for underserved
market segments
• Capture new
growth in Wi-Fi
Tablets and
Smartphones
• Enhance network
coverage with
world’s largest
commercial Wi-Fi
network
• Mitigate ‘bill
shock’ with
global Wi-Fi
roaming
• Drive adoption
and use of data
roaming
• Create ‘sticky’
services with
bundled cellular
and Wi-Fi data
plans
• Make Wi-Fi
roaming feel like
data roaming
• Provide a ‘best-
connected’ user
experience
Business drivers for Carrier Wi-Fi investments … it’s not just about Offload
Source: Informa Telecoms & Media Report for the Wireless Broadband Alliance, November 2011.

iPass | Managed Network Services
Mobility Management & Wi-Fi for the Enterprise
and Global Telecom Providers
23

Growing Market Opportunity
24
MNS Market | Managed Wi-Fi Opportunity
$3,243
$3,794
$4,372
$4,977
$5,603
$2,517
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
2010A 2011E 2012E 2013E 2014E 2015E
(WLAN Spending in millions)
Source: Gartner, Jefferies & Co.
Strong Positioning and Momentum
• Significant synergies with Open Mobile
technology platform and expertise
• Ability to deliver and manage Wi-Fi
services at branch & retail locations
› Important to both installed base and to
new customers
› In discussions with Wi-Fi suppliers about
deploying and managing networks
• Existing branch deployments expand
network footprint
› Strong interest to date with enterprise
retail customers

Unique Assets & Market MomentumOffering Overview
Customer Base
25
iPass MNS | Business Overview
• Delivers highly available, high speed and secure
wide area networking platform
› Enables next-generation networks for critical
application performance
› Reduces network cost & complexity
• Offers end-to-end managed IP VPN, Visa
accredited PCI security solutions
• Significant price-for-performance value over
traditional or legacy private networking services
• Managed Network Services include:
› – managed wide-area network to
connect small offices back to a corporate data center
› Retail Office – wide-area networking for
distributed retail locations to connect to a corporate
data center
• Solutions used by large enterprises in range of
industries
• Quality enterprise customer base
• Compelling footprint across the US at attractive
commercial retail and branch office POPs (24K
endpoints)
• Relationships with 160 broadband access
providers
• Continued revenue growth
› Companies are increasingly placing a premium on
higher bandwidth at the branch level
• Poised for meaningful profitability
• Strong and tenured team with decades of
product and internet-based VPN knowledge
Branch Office
Retail Office

Features
Management Services
• High Availability
• High Speed redundancy
• Real-time dual link
monitoring
• Site-to-Site IP VPN
Management
• PCI DSS compliancy
• Scanning services
• PCI Audit services
• High Speed Internet
Broadband
• Network Agnostic Partners
• Centralized Support and
Billing
• Fully-managed Wi-Fi
infrastructure service
• Integration of cloud-based
Wi-Fi partners and leading
device manufacturers
• For customers who
require private network
availability with the
flexibility and performance
of a broadband network
• For customers who are
looking to control costs
and increase the
performance of their WAN
solution
• For customer who require
underlying access and
support services only
• For customers seeking
wireless network
installation and support
Ecosystem
Development
Customer
Operations
Professional
Services
Invoice
Management
Service Delivery
26
MNS Offerings | Portfolio of Services
Target
Customers
MultiLink VPN Managed IP VPN Managed Broadband Managed Wi-Fi
iPass Managed Network Services Offerings

iPass | Financial Overview
27

Revenue Model | Mobility Services Economics
28
Open Mobile | Enterprise (OM|E) Revenue Open Mobile | Exchange (OM|X) Revenue
iPass Mobility Revenues are based on Platform Fees & Network Usage.
OM|E revenue is largely based on an Active User model while the OM|X Wi-Fi enablement business consists
of carrier platform fees & Wi-Fi roaming revenue, migrating to transaction-settlement revenues
PLATFORM REVENUE1
• OM|E Platform Fees: fixed fee per user per month for
platform reporting, analytics & policy management.
• ~$3 ARPU per Active User per Month
• Effective Margin of ~100%
NETWORK USAGE REVENUE2
• Network Fees: usage-based or fixed-rate per user per
month for usage of the iPass Global Network (primarily
global Wi-Fi, with declining legacy Dial-up and 3G).
• ~$45 ARPU (Blended) per Active User per Month
• ~45+% Network Margin
PLATFORM REVENUE1
• OM|X Platform Fees: typically a monthly fee per
national carrier for roaming functionality.
• Ranges from $3-50K per carrier per month
depending upon active users base
• Effective Margin of ~100%
TRANSACTION SETTLEMENTS
REVENUE
3
• Fee paid to iPass per Wi-Fi user roamed/off-
loaded; varies depending on geography & carrier
• predominantly priced in ¢ per minute but
anticipated to be moving to per Megabyte
NETWORK USAGE REVENUE2
Quarterly Platform Revenue ($) =
Platform ARPU ($) x Platform Active Monthly
Monetized Users (#) x 3
Quarterly Network Revenue ($) =
Network ARPU ($) x Network Active Monthly
Monetized Users (#) x 3
OM|X revenues are di minimis at approximately $200K in Q3 2012 and are included in EMS.
• Network Fees: usage-based or flat-rate per user per
month to the extent carrier subscribers are offloaded to
the iPass Global Wi-Fi Network.
• ~$30 ARPU per User per Month
• ~35% Network Margin

$0
$5,000
$10,000
$15,000
$20,000
$25,000
$30,000
Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Q4'12F
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Q4'12F
Mobility Revenue| Poised for OM to Exceed Legacy
29
iPass reported sequential growth in Open Mobile-driven Mobility Revenue driving
increased visibility to near-term Wi-Fi Network and Total Revenue growth
Near-Term Turn in Total Wi-Fi Revenue ….
$6.6
$10.0
$3.4
Total Wi-Fi Revenue
Open Mobile
WiFi Revenue
Legacy iPC Wi-Fi revenue
…. And Total Mobility Revenue Growth Path
$14.7
$22.3
$7.6
OM-driven revenue represents 34% of
Total Mobility Revenue and growing
Total Mobility
Revenue
Open Mobile
Mobility Revenue
Legacy Mobility Revenue
($ in millions)
OM Wi-Fi revenue represents 34% of Total Mobility Wi-Fi
Revenue and is on a path to cross the 50% threshold
29
Definition: legacy includes iPC related Wi-Fi, platform, 3G and Dial
Open Mobile includes OM Wi-Fi and OM Platform revenue

Financial Snapshot | Q3 2012 Financials
Income Statement Balance Sheet
Strong Working Capital & No Debt
(1) The company defines Adjusted EBITDA as net income/(loss) before interest, income taxes,
depreciation and amortization, stock compensation expense, restructuring charges, certain state
sales and federal tax charges, and one‐time non‐recurring discrete items; see notes to Earnings
Press Release and SEC filings for reconciliation of non‐GAAP to GAAP numbers and definitions.
30
($ in millions) Q3 '12
Mobility Services Revenue:
Network $16.0
Platform 5.3
Other 1.1
Total Mobility Services Revenue $22.4
MNS Revenue $8.4
Total Revenue $30.8
Network Access Costs $12.6
Other Operating Expenses $18.7
Network Gross Margin 48.6%
Adjusted EBITDA
(1)
$0.7
GAAP Net Income ($0.8)
($ in millions) Sept. 30, 2012
Assets:
Cash and Cash Equivalents $26.5
Accounts Receivable, Net 19.4
Prepaid Expenses & Other Current Assets 5.7
Total Current Assets $51.6
Property and Equipment, Net 6.5
Other Assets 4.7
Total Assets $62.8
Liabilities & Stockholders' Equity:
Current Liabilities $21.8
Long-Term Liabilities 3.5
Total Liabilities $25.3
Total Stockholders' Equity 37.5
Total Liabilities & Stockholders' Equity $62.8
Working Capital $29.8

Mobility Revenue | Channel & Geography
31
By GeographyBy Channel
Note: Percentages exclude MNS revenue
North
America
44%
Reseller
39%
Direct 46%
Carrier
OEM 15%
Direct
46%
OEM
16%
Reseller
38%
North
Americ
a
43%
EMEA
APAC
14%
ROW
0.6%
43%

iPass | Appendix
32

Global
Portfolio
of 29 Patents
Patents Pending:
9 in U.S. &
15 Internationally
iPass maintains a strong and unique IP portfolio that is composed of
multiple valuable “IP families” focused around key disciplines.
IP Portfolio | Strong & Unique Patent Position
33
IP Portfolio Matrix Advantage Strong IP in Synergistic Areas
• IP leadership with meaningful expertise
around core authentication & transaction
settlements disciplines
Critical and growing value prop in
carrier ecosystem and Wi-Fi mobility
• Clear differentiation of iPass from other
participants in Wi-Fi Mobility space
• Value of iPass patent portfolio unrealized to
date
• Creates strong barrier to entry and
competitive advantage
• iPass is in process of studying value
creation opportunities with portfolio

Technology Advantage | Unique Global Services Fabric
iPass
NetServer
Software
iPass RoamServer
Software
Corporate Applications
& Databases
Authentication
Database
Internet
Authentication & Policy
Settlements & Clearing House
Data Management
ENTERPRISE
CUSTOMER
WIRELESS
NETWORK
PROVIDER
MOBILE END-USER
DEVICE
iPass Open Mobile
APACAmericas
Europe
iPass Mobile Network
Remote Access Points Carrier Gateway
iPass Transaction Center
Services Gateway
iPass’ Services Fabric is a highly-available, secure and scalable
cloud-based infrastructure that delivers core service functions from
network authentication to software distribution
Carrier-grade technology integration with more than 350 global telecom carriers & service providers
Unmatched Wi-Fi authentication infrastructure that ties to carrier and enterprise credentials
Scale and leverage through four data centers globally

Gateway
IPASS SERVICES FABRIC
Authentication & Policy
Clearinghouse & Settlement
Visited Network
Provider (VNP)
Home Service
Provider (HSP)
RADIUS
RADIUS
RADIUS
AMER
EMEA ASIA
SP/subscriber@roamer.net
SP/subscriber@roamer.net
subscriber@roamer.net
VNP Requirement:
iPass NetServer
HSP Requirement:
iPass RoamServer
iPass facilitates private
network agreements to
help SPs reduce costs,
gain operational
efficiencies and drive
market growth
OM|X
Architecture Advantage | Open Mobile Exchange
35

This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever
materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking
statements. All statements, written or graphical, other than statements of historical fact could be deemed to be forward-looking, including, but
not limited to, any projections of financial information; any statements or expectations about growth in the business, number of users, network
footprint, revenue, profitability and/or cash generation of the company; any statements about historical results that may suggest trends for our
business and future results of operations; any statements of the plans, strategies and objectives of management for future operations; any
statements of expectation or belief regarding future events, potential markets or market size or technology developments; any statements of
assumptions underlying any of the foregoing and any dashed-lines on graphs referring to future periods,.
These statements are based on estimates and information available to us at the time of this presentation and are not guarantees of future
performance. Actual results could differ materially from our current expectations as a result of many factors, including but not limited to:
quarterly fluctuations in our business and results of operations; our ability to address market needs and sell our products and services
successfully; the general market conditions of the mobility services industry; and the effects of competition. These and other risks and
uncertainties associated with our business are described in our quarterly and annual reports on Form 10-Q and Form 10-K as filed with the SEC
and which are available on our website and on the SEC’s Web site at www.sec.gov. We assume no obligation and do not intend to update
these forward-looking statements.
This presentation also contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles
(GAAP). iPass management evaluates and makes operating decisions using various performance measures. In addition to iPass’ GAAP
results, the company also considers non-GAAP metrics, including Adjusted EBITDA, defined as net income (loss) before interest, income taxes,
depreciation and amortization, restructuring charges, certain state sales and federal tax items and stock compensation expense. Management
uses these non-GAAP financial measures as components of its comparison of results with its business plan and individual operating budgets
and to assist in the allocation of resources. Management excludes from its non-GAAP financial measures certain items in order to facilitate its
review of the comparability and performance of the company's core operations because it believes that such items are not related to the
company's ongoing core operating performance. Management adjusts for the excluded items because management believes that, in general,
these items possess one or more of the following characteristics: their magnitude and timing is largely outside of the company's control; they are
unrelated to the ongoing operation of the business in the ordinary course; they are unusual or infrequent and the company does not expect them
to occur in the ordinary course of business; they are non-operational; or they represent non-cash expenses involving stock option grants. iPass
believes that the presentation of these non-GAAP financial measures is useful to investors. Detailed information, definitions and reconciliations
of non-GAAP to GAAP financial measures are included in the company’s quarterly and annual filings with the SEC and are available on the
company’s Web site at www.ipass.com and at the SEC's Web site at www.sec.gov.
Safe Harbor Statement
3636

iPass Inc.
Global Headquarters
3800 Bridge Parkway
Redwood Shores, CA 94065
Investor Relations
+1 (650) 232-4110
IR@ipass.com
http://investor.ipass.com

ipass

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