0001193125-11-055003 Sample Contracts

AMENDMENT NO. 2 TO LETTER AGREEMENT
To Letter Agreement • March 3rd, 2011 • Ipass Inc • Services-computer processing & data preparation

This Amendment No. 2 to Letter Agreement (the “Amendment”) is effective as of December 20, 2010, and amends that certain letter agreement dated June 2, 2009, as amended (the “Agreement”), by and between iPass Inc., (“iPass”) and Foxhill Opportunity Master Fund, L.P. and its affiliates listed in the signature blocks in the Agreement (collectively “Foxhill”). iPass and Foxhill together constitute the “Parties.” All capitalized terms not defined herein shall have the meaning attributed to them in the Agreement.

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