February __, 2009Nominee Agreement • March 3rd, 2009 • Foxhill Opportunity Master Fund LP • Services-computer processing & data preparation
Thank you for agreeing to serve as a nominee for election to the Board of Directors of iPass Inc. (the “Company”) in connection with the proxy solicitation that Foxhill Opportunity Master Fund, L.P. (“Foxhill Master Fund”), and certain of its affiliates, are considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter agreement will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 3rd, 2009 • Foxhill Opportunity Master Fund LP • Services-computer processing & data preparation
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of iPass Inc., a Delaware corporation (the “Company”);
iPass Inc. Redwood Shores, California 94065Board Appointment Agreement • June 3rd, 2009 • Foxhill Opportunity Master Fund LP • Services-computer processing & data preparation • Delaware
The following sets forth the agreement (the “Agreement”) between Foxhill Opportunity Master Fund, L.P. (“FOMF”) and its affiliates listed in the signature blocks below (collectively, “Foxhill”) and iPass Inc. (“iPass”):
ContractJoint Filing Agreement • November 30th, 2009 • Foxhill Opportunity Master Fund LP • Retail-grocery stores
Date: November 30, 2009 FOXHILL OPPORTUNITY MASTER FUND, L.P. By: Foxhill Opportunity Offshore Fund Ltd., its general partner By: Foxhill Capital Partners, LLC, its investment manager By: /s/ Neil Weiner Name: Neil Weiner Title: Managing Member
JOINT FILING AGREEMENTJoint Filing Agreement • July 21st, 2008 • Foxhill Opportunity Master Fund LP • Services-computer processing & data preparation
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were on the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • December 22nd, 2009 • Foxhill Opportunity Master Fund LP • Miscellaneous publishing
The undersigned hereby agree that the Statement on Schedule 13G dated December 18, 2009 with respect to the shares of Common Stock of Cambium Learning Group, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • November 19th, 2008 • Foxhill Opportunity Master Fund LP • Miscellaneous publishing
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the securities of Voyager Learning Company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2009 • Foxhill Opportunity Master Fund LP • Services-video tape rental
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2009 • Foxhill Opportunity Master Fund LP • Miscellaneous publishing
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were on the same instrument.
