Exhibit 2
AGREEMENT
JOINT FILING OF SCHEDULE 13D AND ALL FUTURE
AMENDMENTS TO SCHEDULE 13D
Each of the undersigned hereby agrees to file jointly the
Statement on Schedule 13D to which this Agreement is attached, and any
amendments to the Statement on Schedule 13D (the "Schedule 13D") with
respect to Common Shares of iPass Inc. which may be deemed necessary,
pursuant to Regulation 13D under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is
responsible for the timely filing of such statement and any future
amendments to the Schedule 13D, and for the completeness and accuracy of
the information concerning such party contained therein, but such party is
not responsible for the completeness or accuracy of information concerning
any other party unless such party knows or has reason to believe that such
information is inaccurate.
It is understood and agreed that a copy of this Agreement shall
be attached as an exhibit to the Statement on the Schedule 13D, and any
future amendments to the Schedule 13D, filed on behalf of each of the
parties hereto.
Date: May 20, 2005
SHAMROCK ACTIVIST VALUE FUND, L.P.
By: Shamrock Activist Value Fund GP, L.L.C., its
general partner
By: Shamrock Partners Activist Value Fund,
L.L.C., its managing member
By: /s/ Xxxxxxx X. XxXxxxxxx
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Name: Xxxxxxx X. XxXxxxxxx
Title: Vice President
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By: Shamrock Partners Activist Value Fund,
L.L.C., its managing member
By: /s/ Xxxxxxx X. XxXxxxxxx
--------------------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By: /s/ Xxxxxxx X. XxXxxxxxx
--------------------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Vice President
