Exhibit 10.2

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Version

CREDIT AGREEMENT

by and among

IPASS INC.,

A DELAWARE CORPORATION AND

IPASS IP LLC,

A DELAWARE LIMITED LIABILITY COMPANY

(immediately following the consummation of the SPV Joinder)

  as Co-Borrowers,

and

FORTRESS CREDIT CORP.,

  as Lender

TOTAL COMMITMENT - $20,000,000.00

June 14, 2018

TABLE OF CONTENTS

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

ii

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

iii

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

iv

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) entered into as of June 14, 2018, between Fortress Credit Corp., a Delaware corporation (“Lender”) and iPass Inc., a Delaware corporation (“Parent” and together with each other Person that becomes a Borrower hereunder, including, for the avoidance of doubt, iPass IP LLC, a Delaware limited liability company (“iPass SPV”) upon the consummation of the SPV Joinder, each a “Borrower” and collectively, the “Borrowers”).

WITNESSETH

WHEREAS, Borrowers have requested that Lender (a) extend credit in the form of the Initial Term Loan (as defined herein) in an aggregate principal amount not to exceed $10,000,000 (the “Initial Term Loan Commitment”), of which (x) $4,000,000 shall be extended on the Closing Date as the Initial Term Loan A and (y) $6,000,000 of which shall be extended on the date the SPV Joinder is consummated as the Initial Term Loan B and (b) agree to extend credit in the form of the Delayed Draw Term Loan (as defined herein) in an aggregate principal amount not to exceed $10,000,000 or such lesser amount as Lender shall approve in its sole discretion (the “Delayed Draw Term Loan Commitment” and, together with the Initial Term Loan Commitment, the “Term Loan Commitment”).

NOW THEREFORE, in consideration of the premises and mutual agreements and subject to the terms and conditions set forth herein, and intending to be legally bound hereby, the parties agree as follows:

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

ARTICLE I.         DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.   Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to any Loan Party.

“Affiliate” means, as applied to any Person (the “Specified Person”), any other Person directly or indirectly controlling, controlled by, or under common control with, the Specified Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Specified Person, whether through the ownership of voting securities or by contract or otherwise.

“Agreement” is defined in the preamble.

“Applicable Prepayment Premium” means as of any date of determination an amount equal to (A) during the period from and after the Closing Date up to and including the date that is the first anniversary of the Closing Date, 5.0% times the principal balance of the Obligations being prepaid on such date, (B) during the period from and after the date that is the first day after the first anniversary of the Closing Date up to and including the date that is the second anniversary of the Closing Date, [***] times the amount of the principal balance of the Obligations being prepaid on such date, and (C) during the period from and after the date that is the first day after the second anniversary of the Closing Date up to and including the date that is the third anniversary of the Closing Date, [***] times the amount of the principal balance of the Obligations being prepaid on such date.

“Asset Disposition” mean any Transfer pursuant to Section 8.01 (other than Section 8.01(b), (c), (f) or (g)) or to the extent not permitted hereunder.

“Assigned Patent Rights” means all of the following, whether now owned or hereafter acquired or arising:

(a)           all Assigned Patents;

(b)           all patents and patent applications:  (i) to which any of the Assigned Patents directly or indirectly claims priority; or (ii) for which any of the Assigned Patents directly or indirectly forms a basis for priority;

(c)           all reissues, reexaminations, extensions, renewals, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, and divisionals of any item in any of the foregoing categories (a) and (b);

(d)           all foreign patents, patent applications, and counterparts relating to any item in any of the foregoing categories (a) through (c), including certificates of invention, utility models, industrial design protection, design patent protection, and other governmental grants or issuances;

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2

(e)           all items in any of the foregoing in categories (b) through (d), whether or not expressly listed on the Disclosure Schedule and whether or not claims in any of the foregoing have been rejected, withdrawn, cancelled, or the like;

(f)            inventions, invention disclosures, and discoveries described in any of the Assigned Patents or any item in the foregoing categories (b) through (e) that:  (i) are included in any claim in the Assigned Patents or any item in the foregoing categories (b) through (e); (ii) are subject matter capable of being reduced to a patent claim in a reissue or reexamination proceeding brought on any of the Assigned Patents or any item in the foregoing categories (b) through (e); or (iii) could have been included as a claim in any of the Assigned Patents or any item in the foregoing categories (b) through (e);

(g)           all rights to apply in any or all countries of the world for Patents or other governmental grants or issuances of any type related to any item in any of the foregoing categories (a) through (f), including under the Paris Convention for the Protection of Industrial Property, the International Patent Cooperation Treaty, or any other convention, treaty, agreement, or understanding;

(h)           all Assigned Trade Secrets;

(i)            all causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Assigned Patents or Assigned Trade Secrets or any item in any of the foregoing categories (b) through (g), including all causes of action and other enforcement rights for (i) damages; (ii) injunctive relief, and (iii) any other remedies of any kind for past, current, and future infringement, misappropriation or other violation; and

(j)            all rights to collect income, royalties, damages and other payments due or payable under or with respect to any of the Assigned Patents or Assigned Trade Secrets or any item in any of the foregoing categories (b) through (h).

“Assigned Patents” means all Patents issued to, or for which applications are pending in the name of, Parent or any Subsidiary, and (a) assigned to iPass SPV in accordance with the Patent Assignment Agreement, including the Patents described on Section 6.17 of the Disclosure Schedule or (b) that are hereafter acquired by, or filed in the name of, Parent or any Subsidiary, including Patents that are the subject of Section 7.18.

“Assigned Trade Secrets” means all Trade Secrets (a) owned by Parent or any Subsidiary and assigned to iPass SPV in accordance with the Patent Assignment Agreement or (b) that are hereafter acquired by Parent or any Subsidiary that are the subject of Section 7.18.

“Base Rate” means for any day (a) 11.00% plus (b) the greatest of (i) the Federal Funds Rate plus 0.5%, (ii) the Prime Rate, (iii) the sum of LIBO Rate in effect immediately prior to the LIBO Rate becoming unavailable plus 1.00% and (iv) 2.00%.

“Base Rate Loan” means any Term Loan at any time which it bears interest at or by reference to the Base Rate in accordance with the term hereof.

“Board Observation Rights Letter” means that certain board observation rights letter delivered by the Parent to the Lender on the Closing Date.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3

“Borrower” is defined in the preamble.

“Borrower Operating Agreement” means the Operating Agreement of iPass SPV, a Delaware limited liability company, between Parent and the Members party thereto.

“Business Day” is any day that is not a Saturday, Sunday or a day on which commercial banks are authorized to close under the Laws of the State of New York.

“Business Combination” means the merger, combination or consolidation of Parent or any of its Subsidiaries with or into any Person or the sale of all or substantially all of the assets, stock or other evidence of beneficial ownership of Parent or any of its Subsidiaries.

“Capitalized Lease” means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having [***] of this definition.

“CFC” means a “controlled foreign corporation” within the meaning of Code Section 957(a).

“Change in Law” means the occurrence of any of the following:  (a) the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not applicable to Lender on such date, or (b) any change in interpretation, administration or implementation of any such law, treaty, rule or regulation by any Governmental Authority, or (c) the issuance, making or implementation by any Governmental Authority of any interpretation, administration, request, regulation, guideline, or directive (whether or not having the force of law), including any risk-based capital guidelines; provided however that for purposes of this definition, (x) a change in law, treaty, rule, regulation, interpretation, administration or implementation shall include, without limitation, any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, (y) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub.  L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in “Law”, regardless of the date enacted, adopted, issued, implemented, or promulgated, whether before or after the date hereof and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued, implemented, or promulgated, whether before or after the date hereof.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

4

“Change of Control” means the occurrence of any of (i) an acquisition by an individual, legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Parent, by contract or otherwise) of in excess of 35% of the Equity Interests of Parent, (ii) the Parent or any Subsidiary thereof sells or transfers all or any substantial portion of its assets to another Person, (iii) (x) any Loan Party other than Parent or iPass SPV ceases to be, directly or indirectly, a wholly-owned Subsidiary of Parent or (y) iPass SPV ceases to be an at least 99.8%-owned Subsidiary of Parent, (iv) the execution by Parent of an agreement to which Parent is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iii) herein (v) the Parent no longer being a publicly traded company listed on NASDAQ (or similar exchange, which shall include, for the avoidance of doubt, any Over-the-Counter (OTC) exchange or a listing on the “pink sheets”), (vi) a “change of control” under any Indebtedness (other than the Loans) of Parent or any of its Subsidiaries or (vii) [***] unless in any of case (x), (y) or (z) of this subsection (vii), no later than ninety (90) days after such event (or such longer period as agreed to by Lender in its sole discretion), Parent shall have retained a replacement officer in place of such individual, which such replacement officer is reasonably acceptable to Lender.

“Closing Date” means June 14, 2018.

“Code” means the means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means (a) all of the Collateral as defined on “Schedule 1.1 - Collateral” attached hereto; (b) all products, proceeds, rents and profits of the foregoing; (c) all of each Loan Party’s books and records related to any of the foregoing; and (d) all of the foregoing, whether now owned or existing or hereafter acquired or arising or in which any Loan Party now has or hereafter acquires any rights.

“Common Stock” means the common stock, $0.001 par value per share, of the Parent as constituted on the date hereof and any capital stock into which such common stock shall be exchanged or any capital stock resulting from any reclassification of such common stock.

“Compliance Certificate” means a certificate in the form attached hereto as Exhibit A.

“Contingent Obligation” means, with respect to any Person, any obligation of such Person guaranteeing or intending to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include any product warranties extended in the ordinary course of business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or,

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

5

if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Copyrights” means all of the following:  (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise (including all copyrights in software), (b) all registrations and applications for registration of copyright in the United States or any other country, including registrations, renewals and pending applications for registration, (c) all income, royalties, damages and other payments now or hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or other violations, and (d) the right to sue for past, present and future infringement or other violation thereof.

“Debtor Relief Law” means (i) the Bankruptcy Code of the United States, and (ii) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, the making of a determination or any combination of the foregoing, would be, or would reasonably be expected to become, an Event of Default.

“Default Rate” means the LIBOR Interest Rate or Base Rate, as applicable, plus 400 basis points.

“Delayed Draw Term Loan” means a loan made by Lender pursuant to Section 2.01(a)(iii).

“Delayed Draw Term Loan Commitment” is defined in the preamble.

“Delayed Draw Term Loan Commitment Termination Date” has the meaning given to that term in Section 2.01(a)(iii)(A).

“Designated Jurisdiction” has the meaning given to that term in Section 6.22.

“Disclosure Schedule” means the Disclosure Letter delivered to the Lender on the date hereof on Parent’s letterhead, certified by a Responsible Officer that such Disclosure Letter is the “Disclosure Schedule” delivered pursuant to this Agreement, which Disclosure Letter shall not be amended, modified or supplemented except as explicitly permitted by this Agreement.

“Disqualified Equity Interests” means Equity Interests that by their terms (or by the terms of any security into which they are convertible or for which they are exchangeable) (a) require the payment of any cash dividends, (b) mature or are mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof, in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation, on a fixed date or otherwise, prior to the date that is 365 days after the Maturity Date at such time of any then outstanding Term Loan or (c) are convertible or exchangeable, automatically or at the option of any holder thereof, into any Indebtedness other than Permitted

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

6

Indebtedness; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Parent or any Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by such entity in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Dollars,” “dollars” or use of the sign means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

“Domestic Subsidiary” means a Subsidiary of Parent organized under the laws of the United States, any state, territory or province thereof; provided that no Person that is a direct or indirect Subsidiary of a Foreign Subsidiary shall be a Domestic Subsidiary.

“End of Term Fee” means an end of term fee equal to 5.0% of the principal amount of the Term Loans and any other loans advanced hereunder.

“Environmental Laws” means any and all current or future Laws, or any other requirements of Governmental Authorities relating to (a) environmental matters, or (b) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Parent or any of its Subsidiaries or any facility owned, leased or operated by Parent or any of its Subsidiaries.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law; (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials; (c) exposure to any Hazardous Materials; (d) the release or threatened release of any Hazardous Materials into the environment; or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such securities convertible into or exchangeable for shares of capital stock (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, and its regulations.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Parent or the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Parent, the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

7

plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Parent, the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Parent, the Borrower or any ERISA Affiliate.

“Event of Default” is defined in Article IX.

“Export Control Regulations” shall mean the Export Administration Act, the Arms Export Control Act, the Export Administration Regulations and the International Traffic in Arms Regulations, each as amended from time to time, and any similar law applicable to the operations or activities of Parent or any Subsidiary in any jurisdiction.

“Exchange Act” is the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” shall mean each of [***].

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of Lender (including any successor to Lender or to the rights of Lender under this Agreement) as a result of Lender designating a new lending office or assigning its interests or rights under this Agreement, except, in each case, to the extent Lender was entitled, as the time of designation or assignment became effective, to receive additional amounts under Section 2.03; (c) Taxes attributable to Lender’s failure to comply with Section 2.03(e):  and (d) any U.S. federal withholding Taxes imposed under the Foreign Account Tax Compliance Act (“FATCA”) as a result of Lender not being in compliance with FATCA or Lender failing to provide Borrower with all forms reasonably requested by Borrower establishing an exemption from U.S. federal withholding Taxes imposed under FATCA.

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977 (as amended from time to time).

“Foreign Subsidiary” means a Subsidiary that is not a Domestic Subsidiary.

“GAAP” means United States generally accepted accounting principles applied on a consistent basis.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

8

“Gross Revenue” means the gross revenue of Parent and its Subsidiaries in accordance with GAAP as of the last day of any trailing four-quarter period.

“Guarantor” means any Person that executes and delivers a Guaranty, or becomes a party to a Guaranty by joinder or otherwise.

“Guaranty” means a Guaranty and Suretyship Agreement by Parent and the other Guarantors substantially in the form attached hereto as Exhibit B individually or collectively, as the case may be.

“Hazardous Materials” means all flammable explosives, radioactive materials, hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Contract” means any rate or currency swap, cap or collar agreement or any other agreement designed to hedge risk with respect to interest rate or currency fluctuations, whether or not pursuant to a master agreement.

“Indebtedness” means, as applied to any Person, means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than any trade payable or other account payable incurred in the ordinary course of such Person’s business and not outstanding for more than ninety (90) days after the date such payable was created); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made (excluding surety bonds, performance bonds, bid bonds and similar obligations); (d) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities (other than to the extent undrawn or cash collateralized); (g) all obligations and liabilities, calculated on a basis satisfactory to the Lender and in accordance with accepted practice, of such Person under Hedging Contracts; (h) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (i) all surety bonds, performance bonds, bid bonds, appeal bonds, completion guarantees and similar obligations; (j) all Contingent Obligations; (k) all Disqualified Equity Interests; and (l) all obligations referred to in clauses (a) through (k) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.  The Indebtedness of any Person shall include, without duplication, the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  The amount of Indebtedness of any Person for purposes of clause (l) above shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as reasonably determined by such Person in good faith.

“Indemnitee” is defined in Section 13.02(b).

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

9

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Initial Term Loan” means the Initial Term Loan A and the Initial Term Loan B.

“Initial Term Loan A” means a loan made by Lender pursuant to Section 2.01(a)(i).

“Initial Term Loan B” means a loan made by Lender pursuant to Section 2.01(a)(ii).

“Initial Term Loan Commitment” is defined in the preamble.

“Insolvency Proceeding” means any proceeding under any Debtor Relief Law.

“Intellectual Property” means all Copyrights, Patents, Trademarks and Trade Secrets.

“Interest Period” means any period commencing on the 1st day of a calendar month and ending on the 1st day of the following month.

“Inventory” is all “inventory” as defined in the UCC in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of a Loan Party’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“Investment” means (a) any beneficial ownership interest in any Person (including Equity Interests and other securities), (b) any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances or other extensions of credit (excluding Accounts Receivable arising in the ordinary course of business), capital contributions or acquisitions of Indebtedness (including, any bonds, notes, debentures or other debt securities), Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), (c) the purchase or ownership of any futures contract or liability for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or (d) any investment in any other items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means, with respect to any Person, the actual knowledge of executive officers (as defined in Rule 405 under the Securities Act) of such Person, after due inquiry.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” is defined in the preamble.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

10

“Lender Expenses” means all fees and costs and expenses (including attorneys’ fees and audit fees and expenses) incurred by Lender for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents and Transaction Documents (including those incurred in connection with appeals, workouts, restructuring or Insolvency Proceedings) or otherwise incurred by Lender in its capacity as such.

“Liabilities” is defined in Section 7.20(a).

“LIBO Rate” means for an Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in Dollars in immediately available funds are offered to the Lender at 11:00 a.m. (London, England time) two (2) Business Days before the beginning of such Interest Period by three (3) or more major banks in the interbank eurodollar market selected by the Lender for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of any Term Loan.

“LIBO Rate Loan” means any Term Loan at any time which it bears interest at or by reference to the LIBO Rate in accordance with the term hereof.

“LIBOR Index Rate” means, for any Interest Period, the offered rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a period of one month, which appears in the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) and obtained through a nationally recognized service such as the Dow Jones Market Service (Telerate) or Reuters (or on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Lender in its sole discretion), or a comparable or successor rate that has been approved by the Lender, at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“LIBOR Interest Rate” means the sum of (a) the greater of (i) the LIBO Rate or (ii) 1.00%, plus (b) 11.00% per annum.  Notwithstanding the foregoing, if any Term Loan becomes a Base Rate Loan, the Interest Rate shall be calculated by reference to the Base Rate.

“Licenses” shall mean all licenses and any other agreement granting any right (or under which any Person agrees to refrain from exercising any right, including any covenant not to sue) with respect to any Intellectual Property (whether a Person is the grantor or grantee thereunder).

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance or security or preferential arrangement of any kind (including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to give any security interest, and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security).

“Loan Documents” means this Agreement, the Disclosure Letter, the Board Observation Rights Letter, the Notes, the Warrant, the Perfection Certificate, each Guaranty, the Security Documents, the Patent Assignment Agreement, the Patent License Agreement, any other present or future agreement by a Loan Party for the benefit of Lender in connection with this Agreement, all as amended, restated, or otherwise modified.

“Loan Parties” means, collectively, (a) Parent, (b) upon the consummation of the SPV Joinder, iPass SPV, and (c) each Guarantor.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

11

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, prospects, properties or financial condition of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under the Loan Document to which it is a party; (c) a material impairment in the perfection or priority of Lender’s Lien in the Collateral; or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party (as represented in, and subject to the qualifications contained in, Section 6.04).

“Material Contract” shall mean any contract, agreement, instrument, permit, lease or license, written or oral, of any Loan Party, which is material to any Loan Party’s business or which the failure to comply with could reasonably be expected to result in a Material Adverse Effect.

“Material Intellectual Property” means all (a) Assigned Patents, and (b) other Intellectual Property owned or exclusively licensed by Borrower, Parent or any Subsidiary of Parent that is material to the business of Parent or any Subsidiary.

“Maturity Date” means June 14, 2022.

“Monthly Amortization Payment” means a payment of principal of the Term Loans in an amount equal to (x) the then-outstanding principal amount (including any PIK Interest) divided by (y) the number of months left until the Maturity Date.  The Monthly Amortization Payment shall be calculated by the Borrower, and provided to the Lender for review, initially prior to the first such payment and recalculated following any prepayment of the Term Loans and/or incurrence of any Delayed Draw Term Loans.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Parent, the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a)           with respect to any Asset Disposition or any insurance or condemnation award, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or condemnation awards or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when cash is actually received) received by Parent or any Subsidiary pursuant to any such Asset Disposition or insurance proceeds or condemnation award net of (i) the direct costs relating to such Asset Disposition (including sales commissions and legal, accounting and investment banking fees), (ii) net income taxes paid as a result thereof (after taking into account any tax credits or deductions and any tax sharing arrangements)  and (iii) amounts required to be applied to the repayment of any Indebtedness secured by a Lien on the asset subject to any such Asset Disposition (other than the Term Loans) or required to be paid to parties (other than Affiliates of any Loan Party) having superior rights to the proceeds of any such Asset Disposition to the extent such superior rights are permitted hereunder; and

(b)           with respect to any issuance of Indebtedness (excluding Permitted Indebtedness), the aggregate cash proceeds received by Parent or any of its Subsidiaries pursuant to such issuance, net of the direct costs of such issuance (including up-front, underwriters’ and placement fees and any related tax, legal and accounting fees).

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

12

“Network Access Costs” means all amounts paid to network access providers for the usage of their networks by the Parent and its Subsidiaries for any calculation period as of the last day of any trailing four-quarter period.

“Note” means a promissory note made by Borrowers in favor of Lender evidencing the Initial Term Loan or any Delayed Draw Term Loan.

“Obligations” means all Indebtedness and other obligations (including expense reimbursement and indemnification) of each Loan Party under the Loan Documents (other than the Warrant) whether for principal, interest, fees, expenses, prepayment premiums, any Applicable Prepayment Premium, the End of Term Fee, the Structuring Fee, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest that accrues (a) in an Event of Default or (b) after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in such Insolvency Proceeding.

“OFAC” is defined in Section 6.22.

“Operating Expenses” means the sum of network operations expenses, research and development expenses, sales and marketing expenses and general and administrative expenses of Parent and its Subsidiaries.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement ; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Tax (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any rights under any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document

“Parent” is defined in the Preamble.

“Patent Assignment Agreement” means the agreement providing for the assignment of the Assigned Patent Rights by the Loan Parties (other than iPass SPV) in favor of iPass SPV in the form attached hereto as Exhibit C.

“Patent License Agreement” means a non-exclusive license agreement by and between the Loan Parties (other than iPass SPV), as licensees, and iPass SPV, as licensor, in the form attached hereto as Exhibit D.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

13

“Patents” means all of the following:  (a) all letters patent of the United States or the equivalent thereof in any other country, and all applications for letters patent of the United States or the equivalent thereof in any other country, including certificates of invention, utility models, industrial design protection, design patent protection, and other governmental grants or issuances, and the right to make application for any of the foregoing, (b) all reissues, reexaminations, extensions, renewals continuations, continuations in part and divisionals thereof, (c) the inventions disclosed or claimed therein, including the right to make, use or sell the inventions disclosed or claimed therein, (d) all income, royalties, damages and payments now or hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and other payments for past or future infringements or other violations, and (e) the right to sue for past, present and future infringement or other violation thereof.

“Patriot Act” shall mean the USA PATRIOT Act, Pub. L. 107-56 (signed into law October 26, 2001), as amended by the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Parent, the Borrower or any ERISA Affiliate or to which Parent, the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Perfection Certificate” means the perfection certificate in the form attached hereto as Exhibit E.

“Permitted Indebtedness” means:

(i)            the Obligations;

(ii)           Indebtedness existing on the Closing Date disclosed to the Lender in writing in Schedule 1.1(a) of the Disclosure Schedule;

(iii)          Capital Lease Obligations or purchase money indebtedness relating to the acquisition of equipment by Parent or its Subsidiaries (other than iPass SPV) in an aggregate amount not to exceed $100,000 at any time outstanding;

(iv)          Indebtedness consisting of the financing of insurance premiums for policies of which the Borrowers and/or their Subsidiaries (including any Excluded Subsidiaries) are the sole beneficiaries, in the ordinary course of business consistent with past practices;

(v)           Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(vi)          Indebtedness consisting of corporate credit cards and obligations owing to providers of cash management services in connection with such cash management services in an aggregate amount not to exceed [***] at any time outstanding;

(vii)         Indebtedness of any Person that is acquired or merged with or into or consolidated with the Parent or any of its Subsidiaries other than iPass SPV (and not created in anticipation or

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

14

contemplation thereof) and existing on the date of such acquisition, merger or consolidation, provided that such Indebtedness shall not exceed in the aggregate [***] at any time outstanding;

(viii)        Indebtedness owing to sureties arising from bid, performance or surety bonds or letters of credit supporting such bid, performance or surety obligations issued on behalf of Parent as support for, among other things, contracts with customers;

(ix)          Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $50,000;

(x)           Indebtedness of Parent and any of its Domestic Subsidiaries (other than Borrower) in an aggregate principal amount not to exceed [***];

(xi)          obligations under the Warrant;

(xii)         any trade payable and other account payable that remains outstanding for more than ninety (90) days after the date such payable was created; provided that, any such trade payable or other account payable shall not remain outstanding for more than ninety (90) days after the date such payable is due; and

(xiii)        extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (i) through (x) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon the Parent or its Subsidiary, as the case may be.

“Permitted Investments” means:

(i)            Investments (including Investments in Subsidiaries) existing on the Closing Date and set forth on the Disclosure Schedules;

(ii)           Investments consisting of Cash Equivalents;

(iii)          Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business for Parent or its Subsidiaries (other than iPass SPV);

(iv)          Investments consisting of deposit accounts in which Lender has a perfected security interest to the extent required hereunder;

(v)           Investments (i) in the form of common equity by Parent in iPass SPV, (ii) by Loan Parties in Subsidiaries that are not Guarantors not to exceed [***] in the aggregate at any one time; (iii) by Parent in Subsidiaries that are Guarantors; (iii) by Subsidiaries that are Guarantors in other Guarantors; and (iv) by Subsidiaries that are not Guarantors in other Subsidiaries;

(vi)          Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business and in an aggregate amount not to exceed [***] at any one time and (ii) cashless loans to employees, officers or directors relating to the purchase of equity securities of Parent pursuant to employee stock purchase plans or agreements approved by Parent’s Board of Directors;

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

15

(vii)         Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers or in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(viii)        Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided, that this paragraph (viii) shall not apply to Investments of any Loan Party in any Subsidiary;

(ix)          Investments accepted in connection with or resulting from permitted dispositions of assets;

(x)           repurchases or redemptions of Equity Interests of Parent permitted under Section 8.05; and

(xi)          acquisitions by Parent or a Subsidiary (other than iPass SPV) of a substantial portion of the assets, business or Equity Interests of another Person where (w) total consideration including cash and the value of any non-cash consideration (but excluding up to [***] of such consideration funded in the form of Equity Interests of Parent or funded with the proceeds from the issuance of Equity Interests of the Parent, in each case, other than with Disqualified Equity Interests) for all such transactions does not exceed [***] in the aggregate, (x) no Default or Event of Default has occurred and is continuing or would exist immediately after giving effect to any such transaction, (y) in the case of a merger, Parent or such Subsidiary, as the case may be, is the surviving legal entity, and (z) the Loan Parties are in pro forma compliance with the financial covenants set forth in Section 7.17.

“Permitted Liens” means:

(i)            Liens granted to the Lender to secure the Obligations;

(ii)           non-exclusive licenses of intellectual property of Parent and its Subsidiaries;

(iii)          Liens existing on the Closing Date and set forth on the Disclosure Schedules;

(iv)          Liens for taxes, fees, assessments or other government charges or levies, either (a) not due and payable or (b) being contested in good faith and for which Parent maintains adequate reserves on its books, provided that no notice of any such Lien has been filed or recorded under the Code;

(v)           purchase money Liens (a) on equipment acquired or held by Parent or its Subsidiaries incurred for financing the acquisition of the equipment securing no more than [***] in the

(vi)          aggregate amount outstanding, or (b) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;

(vi)          Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to inventory or equipment, securing liabilities in the aggregate amount not to exceed [***] and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(vii)         Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business;

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

16

(viii)        Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (i) through (vi), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

(ix)          leases or subleases of real property granted in the ordinary course of the Parent’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than intellectual property) granted in the ordinary course of the Parent’s business (or, if referring to another Person, in the ordinary course of such Person’s business);

(x)           the Patent License Agreement;

(xi)          Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Section 9.08;

(xiii)        Liens in favor of other financial institutions arising in connection with deposit and/or securities accounts held at such institutions;

(xiv)        deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety, stay, customs and appeal bonds, performance and return of money bonds and other obligations of a like nature incurred in the ordinary course of business;

(xv)         easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances or minor title deficiencies incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of business;

(xvi)        any interest or title of a lessor under any (i) operating lease entered into by Parent or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, or (ii) real property lease pertaining to the lessor’s interest in or title to any fixtures under such lease terms;

(xvii)       deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;

(xviii)      Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

(xix)        Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(xx)         Liens on assets of Foreign Subsidiaries securing Indebtedness otherwise permitted pursuant to clause (ix) of the definition of Permitted Indebtedness;

(xxii)       the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; and

(xxiii)      Liens not otherwise permitted hereunder securing obligations other than borrowed money so long as neither (a) the aggregate outstanding principal amount of the obligations secured thereby

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

17

nor (b) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $250,000 at any one time.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“PIK Interest” is defined in Section 2.02(a)(ii).

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by Parent, the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledge Agreement” means any Pledge Agreement in the form attached hereto as Exhibit G.

“Prime Rate” means the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Lender) or any similar release by the Federal Reserve Board (as reasonably determined by the Lender).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, representatives investors and potential investors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Responsible Officer” means any of the Chief Executive Officer, President, Chief Financial Officer or Vice President of Finance of Parent, iPass SPV or, as applicable, a Guarantor.

“Reviewed Financial Statements” means the reviewed consolidated balance sheet of Parent and its Subsidiaries on a consolidated basis for the fiscal year ended December 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Parent and its Subsidiaries, including the notes thereto.

“SEC” means the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

“Securitization” is defined in Section 13.19.

“Securitization Parties” is defined in Section 13.19.

“Security Agreement” means the Security Agreement dated as of the date hereof by and among the Lender and the Loan Parties, in the form attached hereto as Exhibit H.

“Security Documents” means the Security Agreement, any Pledge Agreement and all other security documents hereafter delivered by the Loan Parties to the Lender granting a Lien on their respective assets to secure any of the Obligations or to secure any guarantee of any such Obligations.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

18

“Solvent” means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPV Joinder” means the joinder of iPass SPV to this Agreement pursuant a Joinder Agreement substantially in the form attached hereto as Exhibit J and otherwise acceptable to the Lender, and upon the satisfaction of each of the conditions set forth in Section 3.02.

“Structuring Fee” shall have the meaning given to that term in Section 2.01(g).

“Subsidiary” mean a corporation, partnership, trust, limited liability company or other business entity of which more than 50% of the shares of stock or other ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the board of directors or other managers of such entity are at the time owned, directly, or indirectly through one or more Subsidiaries, or both, by Parent.  Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Parent and Borrower shall be deemed a Subsidiary of Parent; provided, that notwithstanding anything to the contrary herein, the term “Subsidiary”, “Domestic Subsidiary” and “Foreign Subsidiary” shall not include any Excluded Subsidiary.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means the Initial Term Loan A, the Initial Term Loan B and any Delayed Draw Term Loan, and “Term Loans” means all of them.

“Term Loan Commitment” is defined in the preamble.

“Trademarks” means all of the following:  (a) all trademarks, service marks, corporate names, company names, business names, trade names, trade dress, logos, Internet domain names, other source or business identifiers, designs and general intangibles of like nature, all registrations thereof, and all registrations and applications filed in connection therewith in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, (b) all goodwill associated therewith or symbolized thereby, (c) all income, royalties, damages and payments now or hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and other payments for past or future infringements or other violations, and (d) the right to sue for past, present and future infringement, dilution or other violation thereof.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

19

“Trade Secrets” means all of the following:  (a) trade secrets and other proprietary or confidential business information, including inventions, invention disclosures, discoveries, know how, systems, processes, methods, data, business and marketing plans, and customer and vendor lists, (b) all income, royalties, damages and payments now or hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and other payments for past or future misappropriation or other violation, and (c) the right to sue for past, present and future misappropriation or other violation thereof.

“Transaction Documents” means the Compliance Certificate, the Patent License Agreement and the Borrower Operating Agreement.

“Transfer” means to sell, exchange, transfer, assign, license, hypothecate, pledge or make a gift.

“UCC” means the Uniform Commercial Code in effect from time to time in the State of New York, except as such term may be used in connection with the perfection of a security interest in the Collateral, in which case, the applicable jurisdiction with respect to the affected Collateral shall apply.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Warrant” means a Warrant, in substantially the form attached hereto as Exhibit F executed by Parent in favor of Lender or an Affiliate of Lender on the Closing Date, pursuant to which Lender or its Affiliate, as applicable, shall be entitled to purchase shares of the Parent’s Equity Interests as set forth therein.

Other Interpretative Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document); (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns; (c) the words “hereto”, “herein”, “hereof and “hereunder”, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (d) all references in a Loan Document to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear; e) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time; and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible, real and personal, assets and properties, including cash, securities, accounts and contract rights.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

20

In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.02.               Accounting Terms.

(a)           Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)           Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, at Lender’s request, Lender and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) iPass SPV and Parent shall provide to Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Lender and Borrowers agree that notwithstanding any change in GAAP after the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such change in GAAP.

SECTION 1.03.               Rounding.  Any financial ratios required to be maintained by the Parent pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.04.               iPass SPV.  Notwithstanding anything herein to the contrary, at all times prior to the consummation of the SPV Joinder, all references herein to “Borrower” and “Loan Party” shall exclude iPass SPV, and all references to iPass SPV, except for purposes of Section 3.02, shall be disregarded, including for purposes of any representations, warranties, covenants and other agreements contained herein; provided that, upon consummation of the SPV Joinder, such limitation shall cease to exist.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

21

ARTICLE II.        LOANS AND TERMS OF PAYMENT

SECTION 2.01.               Term Loans.

(a)           Loans.

(i)            Initial Term Loan A.  Subject to the terms and conditions of this Agreement, Lender agrees to make an initial term loan A to Borrowers, in the aggregate principal amount of $4,000,000 on the Closing Date (the “Initial Term Loan A”).  When repaid, the repaid portion of the Initial Term Loan A may not be re-borrowed.

(ii)           Initial Term Loan B.  Subject to the terms and conditions of this Agreement, Lender agrees to make an initial term loan B to Borrowers, in the aggregate principal amount of $6,000,000 on or within three (3) Business Days after the consummation of the SPV Joinder (the “Initial Term Loan B”).  When repaid, the repaid portion of the Initial Term Loan B may not be re-borrowed.

(iii)          Delayed Draw Term Loan.

(A)          From the period commencing on the day immediately following the Closing Date through and including September 14, 2019 (the “Delayed Draw Term Loan Commitment Termination Date”), Borrowers may request from time to time that the Lender make a delayed draw term loan (each funding thereof, a “Delayed Draw Term Loan”) in an original principal amount not to exceed the then unfunded amount of the Lender’s Delayed Draw Term Loan Commitment.  When repaid, the repaid portion of the Delayed Draw Term Loan shall not be re-borrowed.

(B)          Each Delayed Draw Term Loan shall be made in the Lender’s sole discretion upon receipt of a request thereof from the Borrowers to the Lender at the address specified herein, provided, that (I) immediately before and after giving effect to the funding of each Delayed Draw Term Loan, no Default or Event of Default shall have occurred and be continuing, (II) the representations and warranties herein shall be true and correct in all material respects, and (III) the Lender shall have received all other documents and approvals (including any internal approvals) necessary or advisable (in the sole discretion of the Lender) in making any such Delayed Draw Term Loan.  Notices of borrowing under this Section 2.01(a)(ii) must be given no later than 1:00 p.m. New York time at least five (5) Business Days prior to the proposed date of such borrowing.  The Lender’s Delayed Draw Term Loan Commitment shall automatically be reduced concurrently with, and in the principal amount of, each Delayed Draw Term Loan made by the Lender, and any remaining unfunded Delayed Draw Term Loan Commitments of Lender shall terminate on the Delayed Draw Term Loan Commitment Termination Date.  Any funded Delayed Draw Term Loan shall be deemed a “Term Loan” for all purposes of this Agreement.

(C)          The aggregate original principal amount of Delayed Draw Term Loans requested by the Borrowers shall be in a minimum amount of $1,000,000 and shall be in integrals of $1,000,000 in excess thereof.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

22

(b)           Principal Repayment.

(i)            Commencing on November 14, 2019 and continuing thereafter on the 1st day of each successive calendar month through and including the Maturity Date, Borrowers shall make thirty (30) Monthly Amortization Payments plus all accrued and unpaid interest, which would fully amortize the Term Loans (which amount may be readjusted by the Lender from time to time to give effect to any prepayments of the Term Loans and/or the incurrence of the Initial Term Loan B and any Delayed Draw Term Loan).

(ii)           All unpaid principal and accrued and unpaid interest is due and payable in full on the Maturity Date unless earlier accelerated.

(iii)          The Term Loans may only be prepaid in accordance with Sections 2.01(c), 2.01(d), and 2.01(e).

(c)           Mandatory Prepayment Upon Acceleration.  If the Term Loans are accelerated (whether following the occurrence and during the continuation of an Event of Default, by operation of law or otherwise), Borrowers shall immediately pay to Lender an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest, plus (ii) the End of Term Fee, as further described in Section 2.01(f), below; plus (iii) all other sums, if any, that shall have become due and payable, including interest at the Default Rate to the extent applicable and any Applicable Prepayment Premium, as further described in Section 2.01(f), below.

(d)           Permitted Prepayment of Loans.  Borrowers shall have the option to prepay all or part of the Term Loans advanced by Lender under this Agreement; provided, that Borrowers (i) provide written notice to Lender of its election to prepay such Term Loan at least five (5) Business Days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) all outstanding principal plus accrued and unpaid interest for the portion of the Term Loan specified for prepayment in the written notice provided pursuant to clause (i); (B) the End of Term Fee on the principal portion of the Term Loan repaid; and (C) all other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts and any Applicable Prepayment Premium, as further described in Section 2.01(f), below.  Each partial prepayment shall be applied to the principal balance in inverse order of maturity.

(e)           Mandatory Prepayment Upon Certain Events.

(i)            The Borrowers shall make a prepayment of the Term Loans (in each case, without premium or penalty except as otherwise expressly provided in Section 2.01(f) or Section 2.02(f)) upon the occurrence of any of the following at the following times and in the following amounts:

(1)           Within two (2) Business Days after the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds.  Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing at the time of such Asset Disposition and at the time of such reinvestment, such prepayment shall not be required to the extent Parent or any such Subsidiary delivers to the Lender in writing, within one (1) month after receipt by Parent or such Subsidiary of any Net Cash Proceeds from any Asset Disposition, notice of Parent’s or any such Subsidiary’s intent to reinvest the Net Cash Proceeds of such Asset Disposition

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

23

(which such notice shall specify the assets in which such Net Cash Proceeds are reinvested, the amount of Net Cash Proceeds to be reinvested and the date on which such reinvestment shall occur) and subsequently reinvests the Net Cash Proceeds of such Asset Disposition in assets of the same or similar function, within one hundred eighty (180) days after the date of such Asset Disposition; provided, that Parent and its Subsidiaries shall only be permitted to reinvest up to [***]of Net Cash Proceeds otherwise required to prepay the Term Loans pursuant to this clause (1) in any fiscal year; provided further, that any Net Cash Proceeds received by Parent or any such Subsidiary and not specified in the notice delivered to the Lender shall immediately be remitted to the Lender as a prepayment of the Term Loans.

(2)           Within two (2) Business Days of the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds of insurance or condemnation awards, in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing at the time of receipt by Parent or any such Subsidiary of such insurance or condemnation awards and at the time of such reinvestment, such prepayment shall not be required to the extent Parent or such Subsidiary delivers to the Lender in writing, within one (1) month after receipt by Parent or such Subsidiary of any Net Cash Proceeds from any insurance or condemnation awards, notice of Parent’s or any such Subsidiary’s intent to reinvest the Net Cash Proceeds of such insurance or condemnation awards (which such notice shall specify the assets in which such Net Cash Proceeds are reinvested, the amount of Net Cash Proceeds to be reinvested and the date on which such reinvestment shall occur) and subsequently reinvests the Net Cash Proceeds of such insurance or condemnation awards in assets of the same or similar function, within one hundred eighty (180) days after the date of receipt of such insurance or condemnation awards; provided, that Parent and its Subsidiaries shall only be permitted to reinvest up to [***] of Net Cash Proceeds otherwise required to prepay the Term Loans pursuant to this clause (2) in any fiscal year; provided further, that any Net Cash Proceeds received by Parent or any such Subsidiary and not specified in the notice delivered to the Lender shall immediately be remitted to the Lender as a prepayment of the Term Loans.

(3)           Substantially concurrently with the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds from any issuance of any Indebtedness of Parent or any of its Subsidiaries (excluding Permitted Indebtedness) in an amount equal to 100% of such Net Cash Proceeds.

(ii)           Prepayments pursuant to Section 2.01(e)(i) shall be applied to the principal balance in inverse order of maturity.

(f)            End of Term Fee; Applicable Prepayment Premium.

(i)            Notwithstanding anything herein to the contrary, upon the earliest to occur of:  (A) the Maturity Date, (B) payment in full of the principal amount of Term Loans outstanding plus accrued but unpaid interest thereon plus the Applicable Prepayment Premium pursuant to Section 2.01(d), Section 2.01(e) or otherwise, (C) the Obligations being accelerated (whether as a result of an Event of Default, by operation of law or otherwise), including as a result of the commencement of an

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

24

Insolvency Proceeding or any Event of Default under Section 9.08, (D) satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to Lender in full or partial satisfaction of the Obligations, and (E) a termination of this Agreement for any reason (the occurrence of any of the events set forth in the foregoing clauses (A) through (E), the “End of Term Fee Event”), Borrowers shall pay Lender as an inducement for making the Term Loans (and not as a penalty) an amount equal to the End of Term Fee, which End of Term Fee shall be fully earned, and due and payable, on the date of such End of Term Fee Event, and non-refundable when made.

(ii)           Notwithstanding anything herein to the contrary, if (w) all or any portion of the Term Loans is paid or prepaid (or is required to be paid or prepaid) pursuant to Section 2.01(b), (c), (d) or (e), (x) the Obligations are accelerated (whether as a result of an Event of Default, by operation of law or otherwise), including as a result of the commencement of an Insolvency Proceeding or any Event of Default under Section 9.08, (y) there is a satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to Lender in full or partial satisfaction of the Obligations, or (z) there is a termination of this Agreement for any reason (the occurrence of any of the events set forth in the foregoing clauses (w) through (z), a “Premium Event”), Borrowers shall pay Lender as an inducement for making the Term Loans (and not as a penalty) an amount equal to the Applicable Prepayment Premium, which Applicable Prepayment Premium shall be fully earned, and due and payable, on the date of such Premium Event, and non-refundable when made.

(iii)          If the Term Loans are accelerated for any reason under this Agreement pursuant to the terms herein, the End of Term Fee and Applicable Prepayment Premium applicable thereto shall be calculated as if the date of acceleration of the Term Loans was the date of prepayment of such Term Loans.  The parties hereto further acknowledge and agree that neither the End of Term Fee nor the Applicable Prepayment Premium is intended to act as a penalty or to punish the Loan Parties for any such repayment or prepayment.  Any prepayment or repayment, whether voluntary or involuntary, of the Term Loans upon the occurrence of any End of Term Fee Event or Premium Event shall be accompanied by all accrued interest on the principal amount prepaid or repaid, together with the End of Term Fee and/or the Applicable Prepayment Premium, as applicable.  Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any Loan Document, it is understood and agreed that if the Obligations are accelerated (whether as a result of the occurrence and continuance of any Event of Default, by operation of law or otherwise), the End of Term Fee and the Applicable Prepayment Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the applicable Term Loan was prepaid as of such date and shall constitute part of the Obligations for all purposes herein.  The End of Term Fee and the Applicable Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means.  THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

25

STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING FINAL PAYMENT FEE OR APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.  The Loan Parties expressly agree that (i) each of the End of Term Fee and the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the End of Term Fee and Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lender and the Loan Parties giving specific consideration in this transaction for such agreement to pay the End of Term Fee and Applicable Prepayment Premium, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.01(f), (v) their agreement to pay the End of Term Fee and Applicable Prepayment Premium is a material inducement to the Lender to make the Term Loans, and (vi) the End of Term Fee and Applicable Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lender and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lender or profits lost by the Lender as a result of such End of Term Fee Event or Premium Event.

(g)           Structuring Fee.  At the Closing Date, the Company shall pay to the Lender a structuring fee (the “Structuring Fee”) equal to 3% of the original principal amount of the Initial Term Loan, which amount shall be netted out of the funding at the Closing Date.

SECTION 2.02.               Interest; Fees; Payments.

(a)           Interest.  Subject to Section 2.03(a)(i), the outstanding principal balance of each Term Loan shall bear interest as set forth below, which interest shall be payable monthly in accordance with Section 2.02(a)(ii) below.

(i)            Default Rate.  At all times during the continuation of an Event of Default, the outstanding principal balance of the Term Loans shall bear interest at the Default Rate.  All fees, expenses and other Obligations not paid when due shall bear interest at the Default Rate from the date due until paid.

(ii)           Interest Computation.  Interest is payable on the first day of each calendar month (or if such day is not a Business Day, the first Business Day thereafter), commencing on July 1, 2018, on the outstanding principal amount of any Term Loan (including any interest capitalized thereon) at a rate equal to the LIBOR Interest Rate (which LIBOR Interest Rate shall be paid in immediately available funds); provided, that notwithstanding the foregoing, the Borrowers may, so long as no Default or Event of Default has occurred and is continuing, elect that up to 5.50% of such cash interest be paid in-kind, by capitalizing and adding such interest to the unpaid principal amount of such Term Loan (including any interest capitalized thereof) (such capitalized interest, “PIK Interest”)).  All PIK Interest so added shall be capitalized monthly on each interest payment date and treated as principal amount of such Term Loan for all purposes of this Agreement.  Following any such increase in the principal amount of such Term Loan, all interest will accrue on such increased amount.  Borrowers shall notify Lender in writing of its election to incur interest as PIK Interest at least five (5) Business Days prior to each interest payment date (or such shorter period as Lender may

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

26

agree in its sole discretion) and absent such notice, Borrowers shall pay the interest due for such interest period in cash.  At any time that an Event of Default shall have occurred and be continuing, the Term Loans shall no longer bear interest at the LIBOR Interest Rate and the Lender shall have the right to convert all outstanding LIBO Rate Loans to Base Rate Loans.

(b)           Fees.  Borrowers shall pay Lender the fees, including but not limited to the Structuring Fee, End of Term Fee and Lender Expenses.

(c)           Computation.  Interest shall be computed on the basis of a 360-day year, actual days elapsed.

(d)           Payments.  Interest shall be payable monthly, in advance, on the first day of each month and on the Maturity Date.  All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, at or before 11:00 a.m. Pacific Time on the date when due.  Payments received after 11:00 a.m. Pacific Time are considered received at the opening of business on the next Business Day.  When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.  Each payment made by Borrowers under a Loan Document is in addition to any payment or distribution to which Lender may be entitled or may receive pursuant to Borrowers’ Organization Documents, and nothing in any Loan Document shall be construed as limiting, reducing or in any way diminishing any payment or distribution to which Lender may be entitled or may receive under or with respect to such Borrowers’ Organization Documents.

(e)           Application of Payments.  Borrowers shall have no right to specify the order or the accounts to which Lender shall allocate or apply any payment required to be made by Borrowers to Lender or otherwise received by Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(f)            Break Funding Payments.  Notwithstanding anything herein to the contrary, in the event of the payment or prepayment by the Borrowers of any principal of the Term Loans other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), then, in any such event, the Borrowers shall compensate the Lender for the loss, cost and expense actually incurred as a result of such event (other than loss of profit).  A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error.  The Borrowers shall pay Lender the amount shown as due on any such certificate upon receipt thereof.

SECTION 2.03.               Taxes.

(a)           Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Law (as determined in the good faith discretion of Borrowers) requires the deduction or withholding of any Tax from any such payment by Borrowers, then Borrowers shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by Borrowers shall be increased as necessary so that after making such deduction or withholdings (including deductions applicable to additional sums payable under

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

27

this Section) Lender receives an amount equal to the sum it would have received had no such deductions been made.

(b)           Payment of Other Taxes by Borrowers.  Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Lender timely reimburse it for the payment of, any Other Taxes.

(c)           Tax Indemnification.  Borrowers shall, and do hereby indemnify Lender, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by Lender or required to be withheld or deducted from a payment to Lender, and any Taxes due with respect to the payment of Indemnified Taxes under this Section, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by the Lender shall be conclusive absent manifest error.

(d)           Evidence of Payments.  As soon as practicable after any payment of Taxes by Borrowers to a Governmental Authority as provided in this Section 2.03, Borrowers shall deliver to Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Lender.

(e)           Status of Lender.  If Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, Lender shall deliver to Borrowers, at the time or times reasonably requested by Borrowers, such properly completed and executed documentation reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, if reasonably requested by Borrowers, Lender shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrowers as will enable Borrowers to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than the documentation required in the following sentence) shall not be required if in Lender’s reasonable judgment such completion, execution and submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender.  Without limiting the generality of the foregoing, Lender shall deliver to Borrowers on or prior to the effective date of this Agreement and at such other times as reasonably requested by Borrowers, executed copies of IRS Form W-9 certifying or such other documentation that is reasonably requested by Borrowers to indicate that Lender is exempt from U.S. federal backup withholding Tax.

(f)            Treatment of Certain Refunds.  If Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 2.03, it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.03 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

28

Borrowers, upon Lender’s request, agree to repay the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Lender if Lender is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event is Lender required to pay any amount to Borrowers pursuant to this subsection (i) the payment of which would place Lender in a less favorable net after-Tax position than Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid or (ii) during the continuation of an Event of Default.  This subsection shall not be construed to require Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to Borrowers or any other Person.

(g)           Survival.  Each party’s obligations under this Section 2.03 shall survive the repayment, satisfaction or discharge of all other Obligations.

SECTION 2.04.               Special LIBOR Provisions.

(a)           Circumstances Affecting LIBO Rate Availability.  If the Lender shall determine (which determination shall be conclusive absent manifest error) that deposits in eurodollars in the applicable amounts are not being offered to the Lender at the applicable LIBO Rate, then the Lender shall forthwith give notice thereof to the Borrowers.  Thereafter, until the Lender notifies the Borrower that such circumstances no longer exist, (i) the LIBO Rate component shall no longer be utilized in determining the Base Rate, (ii) the obligation of the Lender to make any Term Loan as a LIBO Rate Loan, and the right of the Borrowers to convert any Term Loan to, or continue any Term Loan as, a LIBO Rate Loan shall be suspended, (iii) effective upon the last day of each Interest Period related to any existing LIBO Rate Loan, such LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein), and (iv) effective immediately following such notice, each LIBO Rate Loan shall automatically be converted into a Base Rate Loan (without regard to the satisfaction of any conditions to conversion contained elsewhere herein).  If the Lender determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been or will be discontinued, the Lender may, in consultation with the Borrower amend the definition of “LIBOR” and other related provisions to provide for a substitute interest rate index and to include other provisions that are at such time customary in the lending markets of the Lender (as determined by the Lender, such determination to be conclusive absent manifest error).

(b)           Laws Affecting LIBOR Rate Availability.  If, after the date of this Agreement, the adoption or introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) of any such authority, shall make it unlawful or impossible for the Lender to honor its obligations hereunder to make or maintain any Term Loan as a LIBO Rate Loan, the Lender shall forthwith give notice thereof to the Borrowers.  Thereafter, (a) the obligations of the Lender to make or maintain such Term Loan as a LIBO Rate Loan and the right of the Borrowers to convert such Term Loan into, or continue such Term Loan as, a LIBO Rate Loan shall be suspended and thereafter only the Base Rate shall be available, and (b) if the Lender may not lawfully continue to maintain such Term Loan as a LIBO Rate Loan, such Term Loan shall immediately be converted to a Base Rate Loan.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

29

(c)           No Obligation to Purchase Eurodollar Deposits.  Anything to the contrary contained herein notwithstanding, Lender is not required actually to acquire Eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBO Rate.

(d)           Right of Lenders to Fund through Other Offices.  Lender may, if it so elects, fulfill its Term Loan Commitment by causing a foreign branch or Affiliate of Lender to make any Term Loan; provided that in such event for the purposes of this Agreement, such Term Loan shall be deemed to have been made by Lender and the obligation of the Borrowers to repay such Term Loan shall nevertheless be to the Lender and shall be deemed held by it, to the extent of such Term Loan, for the account of such branch or Affiliate.

(e)           Discretion of Lender as to Manner of Funding.  Notwithstanding any provision of this Agreement to the contrary, Lender shall be entitled to fund and maintain its funding of all or any part of its Term Loan in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Term Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBO Rate for such Interest Period.

(f)            Conclusiveness of Statements.  Determinations and statements of Lender pursuant to this Section 2.4 shall be conclusive absent demonstrable error.

ARTICLE III.      CONDITIONS OF INITIAL TERM LOANS

SECTION 3.01.               Initial Term Loan A.  Lender’s obligation to fund the Initial Term Loan A is subject to its satisfactory completion of due diligence prior to Borrowers entering into this Agreement with Lender (including financial due diligence conducted by a service provider of Lender’s choosing) and the satisfaction or waiver in writing of the following conditions precedent prior to or contemporaneously with the making of the Initial Term Loan A:

(a)           Documentation.  Lender shall have received, in form and substance satisfactory to it and its counsel, each of the following duly executed and delivered:

(i)            each of the Loan Documents (other than the Pledge Agreement, the Patent Assignment Agreement and the Patent License Agreement);

(ii)           from Parent, a certificate of its secretary or assistant secretary dated as of the Closing Date as to:  (A) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its bylaws, a copy of which is attached; and (C) the incumbency and signatures of those of its officers authorized to act with respect to the Loan Documents to be executed by it;

(iii)          with respect to Parent:  (A) from the Secretary of State (or other appropriate governmental official) of its jurisdiction of incorporation, a good standing certificate and certified copy of its certificate of incorporation and (B) a certificate of good standing as a foreign corporation from the Secretary of State of each jurisdiction, if any, described in Section 6.01, in each case dated within fifteen (15) Business Days of the Closing Date;

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

30

(iv)                              [reserved];

(v)                                 [reserved];

(vi)                              evidence of the third-party consents listed on Schedule 6.3;

(vii)                           a customary legal opinion from Cooley LLP, counsel to the Loan Parties;

(viii)                        the audited financial statements of Parent and its Subsidiaries for the fiscal years ending December 31, 2016 and December 31, 2017; and

(ix)                              such other documents and information as Lender may reasonably require.

(b)                                 Financial Condition.  There is no event or circumstance that has occurred or that could reasonably be expected to have a Material Adverse Effect.

(c)                                  Fees and Expenses.  Payment of all fees payable on the Closing Date and payment of the Lender Expenses (including the fees and expenses of Goodwin Procter LLP, special counsel to the Lender) to the extent invoiced, plus such additional amounts of such fees, charges and disbursements as shall constitute Lender’s reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Lender); provided, that in no event shall the aggregate amount of such Lender Expenses paid by Borrowers for Lender Expenses incurred through the Closing Date hereunder exceed [***] in the aggregate.  For the avoidance of doubt, the cap on such Lender Expenses shall not apply to the Structuring Fee or any other arrangement, upfront, or similar fee payable to the Lender on the Closing Date.

(d)                                 [Reserved].

(e)                                  Representations and Warranties.  The representations and warranties of each Loan Party contained in each Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to those representations and warranties qualified or modified by materiality in the text thereof) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.  Lender shall not have become aware of any new or inconsistent information or other matter which was not previously disclosed to Lender.

(f)                                   Absence of Default.  No Default or Event of Default exists or would result from the proposed credit extension or the application of the proceeds thereof and no event or circumstance exists that can reasonably be expected to have a Material Adverse Effect.

(g)                                  No Material Adverse Effect.  Both immediately before and after giving effect to the receipt of Initial Term Loan A proceeds, there has not been a Material Adverse Effect since December 31, 2017.

(h)                                 Officer’s Certificate.  Lender’s receipt of an officer’s certificate of Parent certifying that the conditions specified in Section 3.01(e), (f) and (g) have been satisfied.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

31

(i)                                     Miscellaneous.  Lender’s receipt of (i) formal approval of the transactions contemplated herein by Lender’s Investment Committee, (ii) satisfactory review of all Material Contracts, (iii) satisfactory management background investigation results and (iv) copies of any other third-party due diligence reports conducted by Parent or its Subsidiaries.

SECTION 3.02.                                              Initial Term Loan B.  Lender’s obligation to fund the Initial Term Loan B is subject to the satisfaction or waiver in writing of the following conditions precedent prior to or contemporaneously with the making of the Initial Term Loan B:

(a)                                 Documentation.  Lender shall have received, in form and substance satisfactory to it and its counsel, each of the following duly executed and delivered:

(i)                                     (x) duly-executed joinder documents from iPass SPV to this Agreement, the Perfection Certificate, the Guaranty and the Security Documents, (y) a supplement to the Disclosure Letter with respect to certain disclosures of iPass SPV and (z) a Pledge Agreement duly-executed by Parent;

(ii)                                  from iPass SPV, a certificate of its secretary or assistant secretary dated on or around the date of the SPV Joinder:  (A) resolutions of its Board of Managers then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its operating agreement, a copy of which is attached; and (C) the incumbency and signatures of those of its officers authorized to act with respect to the Loan Documents to be executed by it;

(iii)                               with respect to iPass SPV:  (A) from the Secretary of State (or other appropriate governmental official) of its jurisdiction of formation, a good standing certificate and certified copy of its certificate of formation and (B) a certificate of good standing as a foreign corporation from the Secretary of State of each jurisdiction, if any, described in Section 6.01, in each case dated within fifteen (15) Business Days of the date of the SPV Joinder;

(iv)                              an officer’s certificate of iPass SPV, certifying that iPass SPV’s Organizational Documents (A) include provisions concerning the conduct of business of the Borrower in the form attached hereto as Exhibit I (the “Conduct of Business Provisions”); and (B) prohibit amendment of the Conduct of Business Provisions without Lender’s consent;

(v)                                 evidence of the third-party consents listed on Schedule 6.3;

(vi)                              a customary legal opinion from Cooley LLP, counsel to the Loan Parties; and

(vii)                           such other documents and information as Lender may reasonably require.

(b)                                 Financial Condition.  There is no event or circumstance that has occurred or that could reasonably be expected to have a Material Adverse Effect.

(c)                                  Assigned Patent Rights.  The Lender shall have received duly executed copies of the Patent Assignment Agreement and Patent License.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

32

(d)                                 Representations and Warranties.  The representations and warranties of each Loan Party contained in each Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to those representations and warranties qualified or modified by materiality in the text thereof) on and as of the date of the SPV Joinder, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.  Lender shall not have become aware of any new or inconsistent information or other matter which was not previously disclosed to Lender.

(e)                                  Absence of Default.  No Default or Event of Default exists or would result from the proposed credit extension or the application of the proceeds thereof and no event or circumstance exists that can reasonably be expected to have a Material Adverse Effect; provided, that, Parent’s transfer of a portion of its assets to iPass SPV in accordance with the Patent Assignment Agreement shall not constitute a Material Adverse Effect.

(f)                                   No Material Adverse Effect.  Both immediately before and after giving effect to the receipt of Initial Term Loan B proceeds, there has not been a Material Adverse Effect since December 31, 2017; provided, that Parent’s transfer of a portion of its assets to iPass SPV in accordance with the Patent Assignment Agreement shall not constitute a Material Adverse Effect.

(g)                                  Officer’s Certificate.  Lender’s receipt of an officer’s certificate of iPass SPV, certifying that the conditions specified in Section 3.02(e), (f) and (g) have been satisfied.

(h)                                 Use of Proceeds.  Lender shall have received evidence satisfactory to Lender that Parent shall have satisfied the requirement set forth in Section 7.09(a).

ARTICLE IV.                    WARRANT

SECTION 4.01.                                              Warrant to Purchase Shares.  Pursuant to the terms and conditions of the Warrant, Parent grants Lender, or a designated Affiliate of Lender, the right to purchase shares in the Parent as more specifically set forth in the Warrant.

ARTICLE V.                         COLLATERAL

SECTION 5.01.                                              Security Interest in Collateral.  As security for the full and prompt payment in cash and performance of the Obligations, Parent and Borrower shall, and shall cause the other Loan Parties, to pledge to Lender all of their right, title and interest in and to the applicable Collateral on the terms and conditions set forth in applicable Security Documents.

ARTICLE VI.                    REPRESENTATIONS AND WARRANTIES

Each of Parent and iPass SPV represent and warrant to Lender that the following representations are true and complete as of the Closing Date:

SECTION 6.01.                                              Existence, Qualification and Power.  Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

33

the Laws of the jurisdiction of its incorporation or organization; (b) has all requisite corporate power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business; and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party; and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.02.                                              Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not contravene the terms of any of its Organization Documents or conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which it is a party or affecting it or its properties or any of its Subsidiaries; or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or its property is subject; or (c) violate any Law.

SECTION 6.03.                                              Governmental Authorization; Other Consents.  Except as set forth in Schedule 6.3 and other than actions to perfect security interests, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

SECTION 6.04.                                              Binding Effect.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

SECTION 6.05.                                              Financial Statements; No Material Adverse Effect.  The Reviewed Financial Statements (a) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (b) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (c) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.  Since the date of the Reviewed Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, except as disclosed to Lender in writing pursuant to the Disclosure Schedule.

SECTION 6.06.                                              Litigation.  Except as set forth on Schedule 6.06 of the Disclosure Schedules, there are no actions, suits, proceedings, claims or disputes pending or, to the Knowledge of iPass SPV or Parent, threatened in writing, at Law, in equity, in arbitration or before any Governmental Authority, by or against the Parent or any of its Subsidiaries or against any of their properties or revenues that purport to

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

34

affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.  Neither the Parent nor any of its Subsidiaries, nor any director or officer thereof, is or since December 31, 2017 has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Parent or any Subsidiary under the Securities Act and Exchange Act, as applicable.

SECTION 6.07.                                              No Default.  Neither any Loan Party nor any Subsidiary thereof is in default or event of default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

SECTION 6.08.                                              Ownership of Property; Liens.  Parent and its Subsidiaries each has, in all material respects, good, indefeasible and merchantable title to and ownership of its property free and clear of all Liens, except Permitted Liens.  No Excluded Subsidiary owns any assets or engages in any business.

SECTION 6.09.                                              Environmental Compliance.  Parent and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Parent and its Subsidiaries have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 6.10.                                              Insurance.  The properties of Parent and its Subsidiaries are insured with insurance companies that are not Affiliates of the Loan Parties that, to their Knowledge, are financially sound and reputable, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar business as the Parent or applicable Subsidiary), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Parent or the applicable Subsidiary operates.

SECTION 6.11.                                              Taxes.  Parent and each Subsidiary has prepared and filed (or filed applicable extensions therefore) all tax returns required to have been filed by Parent or such Subsidiary with all appropriate governmental agencies and paid all taxes shown thereon or otherwise owed by it, other than any such taxes which the Parent or any Subsidiary are contesting in good faith and for which adequate reserves have been provided and reflected in the Parent’s financial statements.  The charges, accruals and reserves on the books of the Parent in respect of taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Parent or any Subsidiary nor, to the Parent’s or iPass SPV’s Knowledge, any basis for the assessment of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority.  All taxes and other assessments and levies that the Parent or any Subsidiary is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due, other than any such taxes which the Parent or any Subsidiary are contesting in good faith and for which adequate reserves have been provided and reflected in the Parent’s financial statements.  There are no tax liens or claims

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

35

pending or, to the Parent’s or iPass SPV’s Knowledge, threatened against the Parent or any Subsidiary or any of their respective assets or property except in connection with any such taxes which the Parent or any Subsidiary are contesting in good faith as provided in the immediately preceding sentence.  There are no outstanding tax sharing agreements or other such arrangements between the Parent and any Subsidiary or other corporation or entity.

SECTION 6.12.                                              ERISA Compliance.

(a)                                 Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the Knowledge of iPass SPV or Parent, nothing has occurred which would prevent, or cause the loss of, such qualification.  Parent and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b)                                 There are no pending or, to the Knowledge of iPass SPV or Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c)                                  (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Parent nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Parent nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

SECTION 6.13.                                              Subsidiaries; Equity Interests.  Parent has no Subsidiaries other than those specifically disclosed in Section 6.13(a) of the Disclosure Schedule, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified in Section 6.13 of the Disclosure Schedule, free and clear of all Liens other than Permitted Liens.  iPass SPV has no equity investments in any other corporation or entity.  All of the outstanding Equity Interests in iPass SPV have been validly issued and are fully paid and nonassessable.

SECTION 6.14.                                              Margin Regulations; Investment Company Act.  Each of Parent and iPass SPV is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock.  None of Parent, iPass SPV, any Person Controlling Parent, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

36

of 1940, as amended.  Neither the making of any Term Loan nor the use of proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Federal Reserve Board.

SECTION 6.15.                                              Disclosure.  No representation or warranty of Parent or any of its Subsidiaries contained in any Loan Document and none of the statements contained in any other document, certificate, report, financial statement or written statement furnished to the Lender by or on behalf of the Parent or any of its Subsidiaries pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact (known to Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in any material manner in light of the circumstances in which the same were made.  Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Parent to be reasonable at the time made.

SECTION 6.16.                                              Compliance with Laws.  Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties.

SECTION 6.17.                                              Intellectual Property.

(a)                                 Section 6.17(a) of the Disclosure Schedule sets forth a complete and accurate list of all:  (i) issuances, registrations and applications for Intellectual Property owned or exclusively licensed by Parent or a Subsidiary, indicating for each, as applicable, the title, jurisdiction, record owner, and application or registration number; and (ii) Licenses to which Parent or any of its Subsidiaries is a party or otherwise bound that are material to the conduct of the business of Parent or any Subsidiary or that involve any Assigned Patent (each, a “Material License”).

(b)                                 Except as set forth on the Disclosure Schedule, Parent and each Subsidiary exclusively own all right, title and interest in and to, or have a valid and enforceable right to use, free and clear of any Lien other than any Permitted Liens, all Intellectual Property necessary for the conduct of its business as presently conducted.  The conduct of the business of Parent and each Subsidiary does not, and in the past three (3) years has not infringed, misappropriated, diluted, or otherwise violated the Intellectual Property of any Person.  No claim has been brought, is pending, or, to iPass SPV’s or Parent’s Knowledge, has been threatened, by any Person (i) alleging that the conduct of the business of the Parent or a Subsidiary infringes, misappropriates, dilutes or otherwise violates the Intellectual Property of any Person or (ii) challenging or questioning the validity, enforceability, ownership, use, registrability or patentability of any Material Intellectual Property.  To iPass SPV’s or Parent’s Knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any Intellectual Property of Parent or any Subsidiary.

(c)                                  All Material Intellectual Property is:  (i) subsisting and has not been adjudged invalid or unenforceable, in whole or part, and (ii) valid and in full force and effect.  Parent and each Subsidiary has taken commercially reasonable steps to maintain, enforce and protect its Intellectual Property, including by requiring each employee, consultant and independent contractor involved in the creation, development or authorship of any Intellectual Property to execute an agreement pursuant to which such Person (x) agrees to protect the confidential information of Parent and each Subsidiary and (y) assigns to Parent or a Subsidiary, as applicable, all rights in any Intellectual Property created in the course of his, her or its employment or other engagement with Parent or a Subsidiary.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

37

(d)                                 iPass SPV has obtained and properly recorded previously executed assignments from inventors and all other Persons for the Assigned Patents as necessary to fully perfect its rights and title therein in accordance with governing Law in each respective jurisdiction.  All inventors named on the Assigned Patents are true and correct.

Except as may be set forth on Section 6.17(d) of the Disclosure Schedule, there is no obligation imposed by a standards-setting organization to license any of the Assigned Patents.

(e)                                  Except as set forth in the Disclosure Schedule, none of the Assigned Patents has ever been found invalid, unpatentable, or unenforceable for any reason in any proceeding and iPass SPV and Parent have no Knowledge of and has not received any notice or information of any kind suggesting that the Assigned Patents may be invalid, unpatentable, or unenforceable.  If any of the Assigned Patents are terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in the Assigned Patents.  To the extent “small entity” fees were paid to the United States Patent and Trademark Office for any Assigned Patent, such reduced fees were then appropriate because the payor qualified to pay “small entity” fees at the time of such payment and specifically had not licensed rights in any Assigned Patent to an entity that was not a “small entity”.

(f)                                   Neither Parent nor any Subsidiary, or to iPass SPV’s or Parent’s Knowledge, any counterparty, is in material breach of or default under the provisions of any of the Material Licenses, or has received written notice of any such breach or default or the intention of the other party to terminate such License, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a material conflict, breach, default or event of default under, any of the foregoing.

(g)                                  Except as set forth on the Disclosure Schedule, none of the Intellectual Property has been or is currently involved in any reexamination, supplemental examination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened.

SECTION 6.18.                                              Rights in Collateral; Priority of Liens.  Each Loan Party owns the property granted by it as Collateral under the Loan Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens.  Upon the proper filing of the UCC financing statements, the Liens in the Collateral granted to Lender pursuant to the Loan Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral, subject only to Permitted Liens.

SECTION 6.19.                                              Solvency.  Parent and its Subsidiaries on both a consolidated basis and unconsolidated basis are Solvent.

SECTION 6.20.                                              Business Locations; Taxpayer Identification Number.  Set forth in Section 6.20 of the Disclosure Schedule are:  (a) the list of all of each Loan Party’s locations and all locations where any Collateral is kept and each Loan Party’s chief executive office, exact legal name, U.S. taxpayer identification number and organizational identification number.  Except as set forth in Section 6.20 of the Disclosure Schedule, no Loan Party has during the five (5) years preceding the Closing Date (i) changed its legal name; (ii) changed its state of formation; or (iii) been party to a merger, consolidation or other change in structure.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

38

SECTION 6.21.                                              Collateral.  The Collateral includes, among other things, 99.8% of the Equity Interests of iPass SPV, 100% of the Equity Interests of each Domestic Subsidiary of a Loan Party (other than a Domestic Subsidiary that holds no material assets other than stock of one or more Foreign Subsidiaries that are CFCs, a “Foreign Holdco”), 100% of the Equity Interests of each Foreign Subsidiary of a Loan Party that is not a CFC, 65% of the voting Equity Interests of each first-tier Foreign Subsidiary that is a CFC or Foreign Holdco of a Loan Party and 100% of the non-voting Equity Interests of each first-tier Foreign Subsidiary that is a CFC or Foreign Holdco of a Loan Party.

SECTION 6.22.                                              Patriot Act; Sanctions; Export Controls; FCPA.

(a)                                 To the extent applicable, each of Parent and its Subsidiaries is in compliance, in all material respects, with the Patriot Act.

(b)                                 Parent represents that neither Parent nor any of its Subsidiaries nor any director, officer or employee thereof, nor, to its knowledge, any agent, affiliate or representative of Parent or any Subsidiary, is an individual or entity that is, or is owned or controlled by a Person that is:

(i)                                     listed in the annex to, or otherwise subject to the provisions of, Executive Order No.  13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”);

(ii)                                  prohibited from dealing or otherwise engaging in any transaction by any laws with respect to terrorism or money laundering;

(iii)                               engaged in “terrorism” as defined in the Executive Order;

(iv)                              the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”); or

(v)                                 located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (including, without limitation, as of the date hereof, Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine) (each a “Designated Jurisdiction”).

(c)                                  Parent represents and covenants that it and its Subsidiaries will not, directly or, to its knowledge, indirectly, use the proceeds of the Terms Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(i)                                     to fund or facilitate any activities or business (x) of or with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions or (y) in any country or territory that, at the time of such funding or facilitation, is the subject of comprehensive Sanctions; or

(ii)                                  in any other manner that will result in a violation of Sanctions by any Person (including Lender or other party hereto).

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

39

(d)                                 To the extent applicable, each of Parent and its Subsidiaries is in compliance with the Export Control Regulations.  Parent represents that neither Parent nor any of its Subsidiaries have engaged in transactions with, or exported any products, services or associated technical data:  (i) into (or to a national or resident of) Cuba, Iran, North Korea, Syria, the Crimea region of the Ukraine or any other country or territory to which the United States had embargoed exports or with which the United States had proscribed economic transactions as of the date of such export or transaction; or (ii) to any person or entity included on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC or the Denied Persons List maintained by the U.S. Department of Commerce as of the date of such transaction or export; or (iii) that would otherwise constitute or give rise to a violation of the Export Control Regulations.  Parent further represents that, subject to Section 7.16(c), Parent and its Subsidiaries have instituted policies and procedures designed to ensure, and which are reasonably expected to ensure, compliance with the Export Control Regulations and with the representation and warranty contained herein.

(e)                                  Parent represents that neither Parent nor any of its Subsidiaries nor any director, officer or employee thereof, has taken any action, directly or indirectly, that would result in a violation by any of the foregoing of the FCPA and the rules and regulations thereunder or any other applicable anti-corruption law in any material respect.  Parent represents that to its knowledge, no agent, affiliate, representative or any other Person acting on behalf of Parent or any Subsidiary has taken any action, directly or indirectly, that would result in a violation by any of the foregoing of the FCPA and the rules and regulations thereunder or any other applicable anti-corruption law.  Parent further represents that, subject to Section 7.16(c), Parent and its Subsidiaries have instituted policies and procedures designed to ensure, and which are reasonably expected to ensure, compliance with the FCPA and any other applicable anti-corruption law and with the representation and warranty contained herein.

(f)                                   Parent represents that the proceeds of the Loans will not be used by Parent or any of its Subsidiaries for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA or any other applicable anti-corruption law in any material respect.

The Lender shall be entitled to rely on each such representation, warranty, certification or other statement made herein or in any Loan Document, including, for the avoidance of doubt, all representations and warranties in this Article VI, notwithstanding whether any employee, representative or agent of the Lender seeking to enforce a remedy hereunder or under any other Loan Document knew or had reason to know of any breach or potential breach of any such representation, warranty, certification or other statement and regardless of any investigation by the Lender.

ARTICLE VII.               AFFIRMATIVE COVENANTS

Until the Obligations have been fully satisfied and Lender’s commitment to advance credit has expired, each of iPass SPV and Parent shall, and shall (except in the case of the covenants set forth in Sections 7.02 and 7.03) cause each of their Subsidiaries to:

SECTION 7.01.                                              Compliance with Laws.  Comply in all material respects with all applicable laws, rules, regulations, orders and decrees of all Governmental Authorities.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

40

SECTION 7.02.                                              Financial Statements.  Deliver to Lender, in form and detail satisfactory to Lender:

(a)                                 as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of its current independent certified public accountancy firm or, if Parent decides to replace such firm, by an independent certified public accountant of regionally recognized standing reasonably acceptable to the Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)                                 as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter (or in the case of the fourth fiscal quarter, concurrently with the Parent’s public earnings announcement (but in no event later than sixty (60) days after the end of such fiscal quarter)), an unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by Parent’s chief executive officer, chief financial officer or treasurer as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year end audit adjustments and the absence of footnotes; and

(c)                                  as soon as available, but in any event within sixty (60) days after the end of each fiscal year of the Parent, annual operating and financial projections approved by Parent’s Board of Directors and in a form acceptable to Lender.

SECTION 7.03.                                              Certificates; Other Information.  Deliver to Lender, in form and detail reasonably satisfactory to Lender:

(a)                                 concurrently with the delivery of the financial statements referred to in Section 7.02(a), a certificate of independent certified public accountants certifying such financial statements;

(b)                                 concurrently with the delivery of the financial statements referred to in Sections 7.02(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer or treasurer of Parent which shall include such supplements to Section 6.17 of the Disclosure Schedule as are necessary such that, as supplemented, the relevant disclosures would be accurate and complete as of the date of such Compliance Certificate;

(c)                                  promptly after any request by the Lender, copies of any detailed audit reports, management letters or recommendations submitted to Parent’s Board of Directors (or the audit committee of the Board of

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

41

Directors) by independent accountants in connection with the accounts or books of Parent or any Subsidiary, or any audit of any of them;

(d)                                 promptly after the same are released, copies of all press releases;

(e)                                  promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt or equity securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender pursuant hereto;

(f)                                   promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(g)                                  promptly following Lender’s request at any time, proof of the Loan Parties’ compliance with Section 7.17(a);

(h)                                 within two (2) Business Days after the Closing Date, evidence satisfactory to Lender demonstrating Borrower’s compliance with Section 7.09(a);

(i)                                     within five (5) days of delivery, copies of all statements, reports and notices made available to the holders of Parent’s equity interests generally;

(j)                                    within five (5) days of execution thereof, true and complete copies of any Material Contract entered into by Parent or any of its Subsidiaries after the Closing Date; and

(k)                                 promptly, such additional information regarding the business, financial or corporate affairs of Parent or any Subsidiary, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.02(a) or Section 7.03(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed in Section 7.03 of the Disclosure Schedule; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender); provided that upon Lender’s request Parent shall (A) deliver paper copies of such documents to the Lender or (B) provide Lender (by fax or electronic mail) with notice of the posting of any such documents contemporaneously with each such posting.  Notwithstanding anything to the contrary contained in Section 7.02, Section 7.03 or Section 7.04, effective immediately upon delivery of a written notice (an “Information Declination Notice”) by Lender to Parent that Lender no longer wishes to receive the items described in such sections (or any subclauses thereof), neither Parent nor iPass SPV shall deliver any such items to Lender, pursuant to the terms of this Agreement or otherwise.  Lender may, in its sole discretion, rescind any Information Declination Notice by the delivery of written

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

42

notice of such rescission to Parent, at which time any obligations to comply with Section 7.02, Section 7.03 and/or Section 7.04 (or any subclauses thereof) shall be reinstated as of the date of delivery of such notice.

SECTION 7.04.                                              Notices.  Promptly after a Responsible Officer of Parent or iPass SPV obtains Knowledge thereof notify the Lender:

(a)                                 of the occurrence of any Default;

(b)                                 of the occurrence of any ERISA Event;

(c)                                  of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of Parent or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Parent or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Parent or any Subsidiary, including pursuant to any applicable Environmental Laws;

(d)                                 (i) termination of any Material Contract; (ii) the receipt by Parent or any of its Subsidiaries of any material notice under any Material Contract, (iii) the entering into of any new Material Contract; or (iv) any material amendment to a Material Contract; or

(e)                                  of any material change in accounting policies or financial reporting practices by Parent or any Subsidiary.

SECTION 7.05.                                              Payment of Obligations.  Pay and discharge as the same shall become due and payable, (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by Parent or such Subsidiary; (b) all lawful claims which, if unpaid, would by Law become a Lien upon its property other than Permitted Liens; (c) all Obligations, as and when due and payable subject to any applicable grace or cure periods and (d) all other obligations and liabilities, except in the case of this clause (d) to the extent such failure would not reasonably be expected to have a Material Adverse Effect.

SECTION 7.06.                                              Books and Records.  (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Parent or such Subsidiary, as the case may be and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Parent or such Subsidiary, as the case may be.

SECTION 7.07.                                              Inspection Rights.  Permit representatives and independent contractors of the Lender to visit and inspect any of its properties, to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Loan Parties and at such reasonable times during normal business hours, upon reasonable advance notice to Borrowers not more than two (2) times each calendar year (in the absence of an Event of Default); provided,

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

43

however, that (a) when an Event of Default exists the Lender (or any of its respective representatives or independent contractors) may do any of the foregoing as often as may be reasonably desired, at the expense of the Loan Parties at any time during normal business hours and without advance notice; and (b) the Borrowers shall not be required to pay the reasonable expenses of more than one visit and inspection during any calendar year unless an Event of Default has occurred and is continuing.

SECTION 7.08.                                              Litigation Cooperation.  Make available to Lender, without expense to Lender, Parent, its Subsidiaries and their directors, officers, employees and agents and its corporate, financial and operating books and records to the extent that Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Lender with respect to any Collateral (including the Assigned Patent Rights) or the Obligations.

SECTION 7.09.                                              Use of Proceeds.  Use the loan proceeds for (a) with respect to the Initial Term Loan A, the reduction of all outstanding trade payables or other accounts payable and (b) with respect to the Initial Term Loan B and any Delayed Draw Term Loan,  working capital, capital expenditures and other general corporate purposes; provided, that in no event shall the proceeds from any Term Loan be used in contravention of any Law or of any Loan Document.

SECTION 7.10.                                              Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; (b) take all action to maintain all rights, privileges, permits, licenses and franchises reasonably necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.11.                                              Maintenance of Properties.  (a) Maintain or cause to be maintained in good repair, working order and condition (ordinary wear and tear excepted) all material properties used or useful in the business of the Parent and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof and (b) maintain, enforce and protect all of the Material Intellectual Property, maintain and keep in full force and effect all issued or registered Material Intellectual Property and continue to prosecute all applications for any Material Intellectual Property.

SECTION 7.12.                                              Formation or Acquisition of Subsidiaries.  At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the date hereof, Parent shall (a) cause such new Subsidiary to become a Guarantor hereunder, together with such appropriate financing statements, in form and substance reasonably satisfactory to the Lender, (b) pledge all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to the Lender, and (c) to the extent reasonably requested by the Lender, provide to the Lender all other documentation in form and substance reasonably satisfactory to the Lender, including one or more opinions of counsel reasonably satisfactory to the Lender, which in its opinion is customary with respect to the execution and delivery of the applicable documentation referred to above.  Any document, agreement, or instrument executed or issued pursuant to this Section 7.12 shall be a Loan Document.

SECTION 7.13.                                              Insurance.  Keep its business insured for risks and in amounts standard for companies in Parent’s and its Subsidiaries’ industry and location.  Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to the Lender.  (i) All property policies

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

44

of the Parent and its Subsidiaries shall have a lender’s loss payable endorsement showing Lender as a lender loss payee and waive subrogation against the Lender; (ii) all liability policies of Parent and its Subsidiaries shall show, or have endorsements showing, the Lender as an additional insured; and (iii) all policies of the Parent and its Subsidiaries (or their respective endorsements) shall provide that the insurer shall give the Lender at least thirty (30) days’ notice (or 10 days’ notice with respect to cancellation for non-payment of any premium) before canceling or declining to renew its policy.  At the Lender’s request, Parent and its Subsidiaries shall deliver certified copies of policies and evidence of all premium payments.  If the Borrowers fail to obtain insurance as required under this Section 7.13 or to pay any amount or furnish any required proof of payment to third persons and the Lender, the Lender may upon concurrent notice to the Parent make all or part of such payment or obtain such insurance policies required in this Section 7.13, and take any action under the policies the Lender reasonably deems prudent.

SECTION 7.14.                                              Further Assurances.  The Loan Parties shall, at their own expense, execute any further instruments and take further action as Lender reasonably requests to perfect or continue Lender’s Lien in the Collateral or to effect the purposes of this Agreement.

SECTION 7.15.                                              SPE Compliance.  iPass SPV shall comply with, and Parent shall use all commercially reasonable efforts, to the full extent of its power and obligations as an equity holder of iPass SPV, to comply, with the Conduct of Business Provisions set forth in Exhibit I.

SECTION 7.16.                                              Post-Closing Obligations.  Within 30 days after the date hereof, the Loan Parties shall:

(a)                                 cause each deposit account and securities account of a Loan Party (other than any deposit account in financial institutions outside of the United States) to be made subject to a deposit account control agreement in form and substance satisfactory to the Lender;

(b)                                 deliver to the Lender evidence in form and substance satisfactory to the Lender that all of the requirements of Section 7.13 shall have been satisfied; and

(c)                                  implement policies and procedures in form and substance satisfactory to the Lender which are designed to ensure, and which are reasonably expected to ensure, compliance with the FCPA and any other applicable anti-corruption laws, Export Control Regulations, and the representations and warranties contained in Sections 6.22(d) and (e).

SECTION 7.17.                                              Financial Covenants.

(a)                                 Minimum Liquidity.  The Loan Parties shall have a minimum of $1,500,000 of unrestricted cash on which Lender has a perfected Lien at all times;

(b)                                 Network Access Costs.  Parent and its Subsidiaries shall not permit the Network Access Costs, calculated as of the last day of the most recent fiscal quarter of Parent for which financial statements were required to have been furnished to Lender pursuant to Section 7.02(b) to exceed the amounts set forth in the budget delivered to the Lender prior to the Closing Date (the “Closing Date Budget”) by more than [***] (the “NAC Cap”); provided, that the NAC Cap for any calculation period may be increased (without duplication of any increase to the Operating Expense Cap pursuant to clause (c) below) by an amount

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

45

(calculated on a percentage basis) equal to the percentage amount by which Gross Revenue exceeds the projected gross revenue of Parent and its Subsidiaries as set forth in the Closing Date Budget;

(c)                                  Operating Expense.  Parent and its Subsidiaries shall not permit the Operating Expenses, calculated on a trailing four-quarter basis as of the last day of the most recent fiscal quarter of Parent for which financial statements were required to have been furnished to Lender pursuant to Section 7.02(b), to exceed the amounts set forth in the Closing Date Budget by more than [***] (the “Operating Expense Cap”); provided, that the Operating Expense Cap for any calculation period may be increased (without duplication of any increase to the NAC Cap pursuant to clause (b) above) by an amount (calculated on a percentage basis) equal to the percentage amount by which Gross Revenue exceeds the projected gross revenue of Parent and its Subsidiaries as set forth in the Closing Date Budget; provided, further, that Parent and its Subsidiaries shall not incur any Operating Expenses of the type which are not consistent with those specified in the consolidated statements of income of Parent and its Subsidiaries delivered to Lender prior to the Closing Date; and

(d)                                 Gross Revenue Reduction.  Parent and its Subsidiaries shall not permit any reduction of the Gross Revenue, calculated as of the last day of the most recent fiscal quarter of Parent for which financial statements were required to have been furnished to Lender pursuant to Section 7.02(b), to exceed [***] of the amount of Gross Revenue projected to be achieved in the Closing Date Budget.

SECTION 7.18.                                              Assigned Patents and Assigned Patent Rights.

(a)                                 iPass SPV will not waive or modify, and will use best efforts not to suffer the waiver or modification of, any legal rights of a material nature arising out of or relating to the Assigned Patent Rights without the express prior written consent of Lender.

(b)                                 iPass SPV will be liable to Lender for (and shall pay Lender within fifteen (15) days of delivery by Lender of any demand or invoice for) any expenditures by Lender in connection with (i) the maintenance and preservation of the Collateral, including, but not limited to, taxes, recording fees, appraisal fees, certificate of title charges, recording and filing fees (including Uniform Commercial Code financing statement fees, taxes (including documentary stamps) and search fees), fees arising out of or relating to the Assigned Patent Rights, the reasonable fees and disbursements of Lender’s outside counsel, levies, insurance and repairs; and (ii) in addition to damages for breach of warranty, misrepresentation, or breach of covenant by iPass SPV, the enforcement of this Agreement and the Loan Documents as a result of such breach or misrepresentation, including, but not limited to, the repossession, holding, preparation for sale, and the sale of the Collateral (including reasonable attorneys’ and accountants’ fees and expenses), and all such liabilities shall be included in the definition of Obligations, shall be secured by the security interest granted herein, and shall be payable upon demand.

(c)                                  iPass SPV shall use its best efforts to ensure that no standards-setting organization shall impose an obligation to license any of the Assigned Patents on particular terms or conditions.  iPass SPV will not agree to be subject to any covenant not to sue or other restrictions on its enforcement or enjoyment of the Assigned Patent Rights.

(d)                                 iPass SPV does not know of and has not received any notice or information of any kind suggesting that the Assigned Patents may be invalid, unpatentable, or unenforceable other than (i) official

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

46

notices from patent offices in the course of patent prosecution and (ii) allegations from third parties in litigation involving, or invited to take a license under, certain Assigned Patents.

(e)                                  All applications to Patent any Intellectual Property that is owned by iPass SPV or Parent (or any of its Subsidiaries) shall be filed in the name of iPass SPV, and (i) Parent shall, or shall cause any of its Subsidiaries to, file all documents and take such other actions as shall be necessary or reasonably requested by Lender to assign all right, title and interest in and to such patent application, and all related Trade Secrets, to Parent or any of its Subsidiaries, including the execution of, and recording with the relevant filing office of, a Patent Assignment Agreement with respect to such patent application, and all related Trade Secrets, and (ii) such Patent application shall automatically be deemed an Assigned Patent and such Trade Secrets shall automatically be deemed Assigned Trade Secrets hereunder, and iPass SPV, Parent and each of its Subsidiaries, as applicable, hereby assign to iPass SPV all right, title, and interest in and to such Patent applications and Trade Secrets.

(f)                                   All Patents acquired by iPass SPV or Parent (or any of its Subsidiaries) from any other Person, or which any right, title or interest arises in Parent (or any of its Subsidiaries), shall be assigned to and held in the name of iPass SPV and (i) Parent shall, or shall cause any of its Subsidiaries to, file all documents and take such other actions as shall be necessary or reasonably requested by Lender to cause all right, title and interest in and to such Patents, and all related Trade Secrets, to vest in iPass SPV, including the execution of, and recording with the relevant filing office of, a Patent Assignment Agreement with respect to such Patents, and all related Trade Secrets, and (ii) such Patents shall automatically be deemed Assigned Patents and such Trade Secrets shall automatically be deemed Assigned Trade Secrets hereunder and shall be owned by iPass SPV together with all Assigned Patent Rights associated therewith, and iPass SPV, Parent and each of its Subsidiaries, as applicable, hereby assign to iPass SPV all right, title, and interest in and to such Patents and Trade Secrets.

SECTION 7.19.                                              Sale of Equity Interests.  At any time during the period commencing on June 1, 2018 through and including June 30, 2018, Parent shall receive no less than $1,000,000 in net cash proceeds from the sale of Parent’s Equity Interests (excluding any Disqualified Equity Interests) [***], which net cash proceeds shall be used by Parent for general working capital purposes.

ARTICLE VIII.                                  NEGATIVE COVENANTS

Until the Obligations have been fully satisfied in cash and Lender’s commitment to advance credit has expired, Parent and iPass SPV shall not, nor shall they permit any Subsidiary to, directly or indirectly:

SECTION 8.01.                                              Dispositions.  Transfer, or permit any of its Subsidiaries to Transfer, in one transaction or a series of transactions, all or any part of their or their Subsidiary’s business, property or assets except for transfers (a) of surplus, worn-out or obsolete equipment; (b) in connection with Permitted Liens, investments, and any dividends or distributions not prohibited by this Agreement; (c) of nonexclusive licenses for the use of the property of Parent or its Subsidiaries in the ordinary course of business; (d) [reserved]; (e) [reserved]; (f) of cash or cash equivalents in the ordinary course of business and in a manner that is not prohibited by the terms of this Agreement; (g) pursuant to the Patent Assignment Agreement and the Patent License Agreement; and (h) of other property sold at fair market value not to exceed [***] in the aggregate in any fiscal year of Parent.  Notwithstanding the foregoing or anything else herein to the contrary, the iPass SPV shall not Transfer the Assigned Patent Rights and neither Parent nor any of its Subsidiaries shall

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

47

Transfer its rights under the Patent License Agreement without Lender’s prior written consent (in its sole and absolute discretion) and any such Transfer without the Lender’s prior written consent shall be null and void.

SECTION 8.02.                                              Changes in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to engage in any business other than (i) the businesses currently engaged in by Parent and such Subsidiary, as applicable, or (ii) any additional lines of business engaged in by Parent or such Subsidiary reasonably related thereto; or (b) liquidate or dissolve (other than in the case of any Subsidiary of Parent (other than iPass SPV), and solely to the extent that, if such Subsidiary is a Loan Party, the assets of such Subsidiary are transferred to another Loan Party).  No Loan Party shall, without at least thirty (30) days prior written notice to Lender (or such shorter period as it may agree) (a) add any new offices or business locations (unless such new offices or business locations contain less than [***] of any Loan Party’s property); (b) change its jurisdiction of organization; (c) change its organizational structure or type; (d) change its legal name; (e) change any organizational number (if any) assigned by its jurisdiction of organization or (f) permit any Excluded Subsidiary to engage in any business or maintain any assets or generate any revenue, or otherwise conduct any business with any Subsidiary.

SECTION 8.03.                                              Mergers or Acquisitions.  Consummate a Business Combination (except for a Permitted Investment) without obtaining the prior written consent of the Lender (in its sole and absolute discretion).

SECTION 8.04.                                              Liens.  Create, incur, assume or suffer to exist any Lien, except Permitted Liens, upon any of its property, assets or revenues, whether now owned or hereafter acquired.

SECTION 8.05.                                              Distributions; Investments.  (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its capital stock; provided, that (i) Parent may convert any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Parent may pay dividends solely in common stock, (iii) Parent may repurchase the stock of current or former employees or consultants pursuant to stock repurchase agreements so long as no Default or  Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate [***] per fiscal year, or (iv) Subsidiaries of Parent may make distributions to Parent or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

SECTION 8.06.                                              Transactions with Affiliates.  Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of a Loan Party on terms that are less favorable to Parent or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such an Affiliate other than any transactions between Parent and iPass SPV expressly permitted hereunder.

SECTION 8.07.                                              Limitation on Negative Pledges.  Enter into, incur or permit to exist, or permit any Subsidiary to enter into, incur or permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any Lien upon any of

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

48

its property or revenues, whether now owned or hereafter acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following:  (i) this Agreement and the other Loan Documents, (ii) any customary restrictions and conditions contained in agreements relating to Indebtedness permitted under clause (iii) of the definition of “Permitted Indebtedness” or in the agreements relating to the sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, and (iii) customary provisions in leases restricting the assignment or sublet thereof.

SECTION 8.08.                                              Compliance.  Become an “investment company” or a company controlled by an “investment company” under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Term Loan for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other Law or regulation, in a material way, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Parent or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

SECTION 8.09.                                              Indebtedness.  Create or suffer to exist any Indebtedness, other than Permitted Indebtedness.

SECTION 8.10.                                              Amendments to Organization Documents, Patent Assignment Agreement or Patent License Agreement, Accounting Methods and Fiscal Year.  Amend, or permit the amendment of, any Loan Party’s or any of their Subsidiaries’ Organization Documents in a manner adverse to the Lender or amend, or permit the amendment of, the Patent Assignment Agreement or Patent License Agreement. Modify or change, or permit any of its Subsidiaries to modify or change, its method of accounting or accounting principles from those utilized in the preparation of the Reviewed Financial Statements (other than as may be required to conform to GAAP).  Cause the fiscal year of the Parent and its Subsidiaries to end on a date other than December 31 of each calendar year unless the Lender consent to a change in such fiscal year (and appropriate related changes to this Agreement).

SECTION 8.11.                                              Sanctions.  Use the proceeds of the Term Loans, or lend, contribute or otherwise make available proceeds of the Term Loans to any Subsidiary of the Parent, joint venture partner or other individual or entity, directly, or knowingly indirectly, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions to the extent applicable to the Loan Parties or (b) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions in material violation thereof, or in any other manner that will result in a material violation by an individual or entity (including any individual or entity participating in the Transactions Lender or otherwise) of Sanctions.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

49

SECTION 8.12.                                              Patent Development and Enhancement.  [***]

SECTION 8.13.                                              Trade Payables.  Permit any trade payable or other account payable to remain outstanding for more than ninety (90) days after the date such payable is due.

ARTICLE IX.                    EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”):

SECTION 9.01.                                              Payment Default.  A Loan Party fails to (a) make any payment of principal or interest on any Term Loan on its due date or (b) pay any other payment Obligation and such default shall continue unremedied for a period of, in the case of clause (a), three (3) Business Days and in the case of clause (b), five (5) days, after the date when due and payable or when declared due and payable in accordance with this Agreement.

SECTION 9.02.                                              Representations and Warranties.  Any representation, warranty, certification or other statement made by Parent or any of its Subsidiaries in any Loan Document or in any statement or certificate at any time given by the Parent or any of its Subsidiaries pursuant hereto or thereto or in connection herewith or therewith shall have been false in any material respect on the date as of which made.

SECTION 9.03.                                              Specific Covenants.  (a) A Loan Party or any Subsidiary thereof fails to deliver any item required in Sections 7.02 or 7.03 or fails to perform or observe any term, covenant or agreement contained in Sections 7.04, 7.07, 7.09, 7.10, 7.12, 7.13, 7.15, 7.17, 7.18, 7.19 or Article 8, or (b) any Guarantor fails to perform or observe any term, covenant or agreement contained in its Guaranty.

SECTION 9.04.                                              Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Sections 9.01, 9.02, or 9.03) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after such Loan Party’s receipt of actual or constructive notice of such failure.

SECTION 9.05.                                              Cross-Default.

(i)                                     Parent or any of its Subsidiaries shall fail to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness in an individual principal amount of [***] or more or with an aggregate principal amount of [***] or more;

(ii)                                  The breach or default by Parent or any of its Subsidiaries with respect to any other term of (a) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

50

SECTION 9.06.                                              Restraint on business.  Any injunction, whether temporary or permanent, shall be rendered against any Loan Party or its Subsidiaries that prevents the Loan Parties or their Subsidiaries from operating or otherwise conducting business in the ordinary course for more than [***] consecutive calendar days.

SECTION 9.07.                                              Asset Seizure.  (a) Any material portion of any Loan Party’s or its Subsidiaries’ assets is attached, seized, levied on, or comes into possession of a trustee or receiver; or (b) any court order enjoins, restrains, or prevents any Loan Party or Subsidiary thereof from conducting any material part of its business, in each case, as to each of clauses (a) and (b), which event continues in existence and is not remedied, dismissed or stayed for [***] days after a Loan Party obtains Knowledge thereof.

SECTION 9.08.                                              Insolvency Proceedings.  (a) Parent or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; (b) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person; or (c) any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person or an order for relief is entered in any such proceeding, in each case with respect to clauses (b) and (c) above which event continues in existence and is not dismissed or stayed for [***] days after a Loan Party’s receipt of actual or constructive notice of the occurrence thereof.

SECTION 9.09.                                              Inability to Pay Debts.  Parent or any of its Subsidiaries becomes unable or admits in writing its inability or fails generally to pay its debts as they become due and such circumstance, event or failure continues in existence and is not remedied for [***] days after a Loan Party’s receipt of actual or constructive notice of such circumstance, event or failure.

SECTION 9.10.                                              Judgments.  Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of [***] over the amount covered by independent third-party insurance as to which liability has been accepted by the applicable insurance carrier or (ii) in the aggregate at any time an amount in excess of [***] over the amount covered by independent third-party insurance as to which liability has been accepted by the applicable insurance carrier, shall be entered or filed against Parent or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of [***] days (or in any event later than five days prior to the date of any proposed sale thereunder).

SECTION 9.11.                                              Change of Control.  A Change of Control occurs.

SECTION 9.12.                                              ERISA.  (a) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of a Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of [***] and such ERISA Event continues in existence and is not remedied for [***] days after actual or constructive notice of the occurrence thereof, or (b) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

51

excess of [***] and such failure to pay continues in existence and is not remedied for [***] days after the date when such payment was due.

SECTION 9.13.                                              Invalidity of Loan Documents.  (a) Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or prior to satisfaction in full of all the Obligations, ceases to be in full force and effect; (b) any Loan Party or its Affiliate (i) contests in any manner the validity or enforceability of any Loan Document as a whole or (ii) unsuccessfully contests the asserted applicability by Lender of any specific provision of any Loan Document; or (c) any Loan Party wrongfully denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document, in each case, as to each of clauses (a), (b) and (c), which circumstance or event continues in existence and is not remedied or revoked for five (5) Business Days after a Loan Party’s receipt of actual or constructive notice thereof.

SECTION 9.14.                                              Intellectual Property.  (a) iPass SPV fails to meet its obligations under Section 17 of the Borrower Operating Agreement dated as of the date hereof for the timely payment of maintenance fees, annuities or the like for any Patent (for the avoidance of doubt, such timely payment includes payment of any maintenance fees for which the fee is payable (e.g., the fee payment window opens) even if the surcharge date or final deadline for payment of such fee would be in the future) or (b) any Patent is found invalid, unpatentable or unenforceable due to a future act or omission by iPass SPV.

ARTICLE X.                         LENDER’S RIGHTS AND REMEDIES

SECTION 10.01.                                       Rights and Remedies.

(a)                                 While an Event of Default occurs and continues Lender may, without notice or demand, do any or all of the following, singularly, consecutively or cumulatively:

(i)                                     Declare all Obligations (including any Applicable Prepayment Premium and the End of Term Fee) immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers (but if an Event of Default described in Section 9.08 occurs, all Obligations (including any Applicable Prepayment Premium and the End of Term Fee) are immediately due and payable without any action by Lender);

(ii)                                  Stop advancing money or extending credit for Borrowers’ benefit under this Agreement or under any other agreement between Borrowers and Lender;

(iii)                               Make any payments and do any acts it considers necessary or reasonable to protect the Collateral or its security interest in the Collateral.  Lender may pay, purchase, contest, or compromise any Lien, other than a Permitted Lien, which appears to be prior or superior to its security interest and in exercising any such powers, incur any liability, expend whatever amounts in its absolute discretion it may deem necessary

(iv)                              therefor, including cost of evidence of title, employ counsel and pay reasonable attorneys’ fees;

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

52

(v)                                 Without notice to or demand upon Borrowers and without releasing Borrowers from any obligation hereof, reclaim, recover, maintain, prepare for sale, advertise for sale, and sell the Collateral and in exercising any such powers, incur any liability, expend whatever amounts in its absolute discretion it may deem necessary therefor, including cost of evidence of title, employ counsel and pay reasonable attorneys’ fees.  Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrowers’ labels, Patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Lender’s exercise of its rights under this Section 10.01.  Borrowers’ rights under all licenses and all franchise agreements inure to Lender’s benefit;

(vi)                              Transfer all or part of the Collateral into the name of Lender or its nominee;

(vii)                           Demand and receive possession of Borrowers’ corporate, financial and operating books and records; and

(viii)                        Exercise all rights and remedies available to Lender under the Loan Documents or at Law or equity, including all remedies provided under the UCC, all of which rights and remedies shall be cumulative and nonexclusive to the extent permitted by law, including, without limitation, the following:

(1)                                 Upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies provided by Law, including but not limited to those of a Lender under the UCC as in effect in the States of New York and Delaware on the date hereof and as amended hereafter, in addition to the rights and remedies provided herein or in the Loan Documents.  Lender may, in its sole discretion, require Borrowers to assemble the Collateral and make it available to Lender at a place to be designated by Lender that is reasonably convenient to Borrowers and Lender, and without notice except as specified below, dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Lender may deem commercially reasonable.  If notice of disposition of Collateral is required by Law, ten (10) days prior notice by Lender to Borrowers designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made shall be deemed to be reasonable notice thereof, and Borrowers waive any other notice.  Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Lender may adjourn any public or private sale from time to time by announcement at the time fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Upon the sale of Collateral at any public or private sale, Lender may credit bid and purchase (as determined by Lender in its sole discretion) all or any portion of the Collateral.  In the event Lender institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment remedy in an action against Borrowers, Borrowers waive the posting of any bond which might otherwise be required.  All Lender’s rights and remedies shall be cumulative and none are exclusive.  Whether or not default has occurred, all payments

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

53

made by or on behalf of Borrowers and all credits due Borrowers under this Agreement and under any other Loan Document between Borrowers and Lender may be applied to the Obligations in whatever order and amounts Lender chooses subject to the terms of this Agreement and applicable Law.

(2)                                 All cash proceeds received by Lender in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Lender, be held by Lender as collateral for, or then or at any time thereafter applied in whole or in part by Lender against, all or any part of the Obligations in such order as Lender shall elect.  Any surplus of such cash or cash proceeds held by Lender and remaining after payment in full of all the Obligations shall be paid over to Borrowers or to whomsoever may be lawfully entitled to receive such surplus.

(3)                                 Lender may exercise any and all rights and remedies of Borrowers under or in respect of the Collateral.

(4)                                 All payments received by Borrowers under or in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Borrowers and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement).

(5)                                 Whether or not an Event of Default shall have occurred, if Borrowers fail to perform any agreement contained herein, Lender may, in its sole discretion, itself perform, or cause performance of, such agreement, and the reasonable expenses of Lender incurred in connection therewith shall be payable by Borrowers.  The powers conferred upon Lender hereunder are solely for the protection of its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.

(6)                                 Except for the safe custody of any Collateral in its possession and the accounting for monies actually received by it hereunder, Lender shall have no duty as to any Collateral, whether or not Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  Lender shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Lender accords its own property.

(b)                                 Lender may cause the Collateral to remain on Borrowers’ premises, at Borrowers’ expense, pending sale or other disposition thereof.  Lender shall have the right to conduct such sales on Borrowers’ premises or elsewhere, at Borrowers’ expense, on such occasions) as Lender may see fit, and Borrowers, at Lender’s request, will, at Borrowers’ expense, assemble the Collateral and make it available to Lender at such place(s) as Lender may reasonably designate from time to time.  Any sale, lease or other disposition by Lender of the Collateral, or any part thereof, may be for cash or other value.  Borrowers shall execute and deliver, or cause to be executed and delivered, such instruments, documents, assignments, deeds, waivers, certificates and affidavits and take such further action as Lender shall reasonably require in connection with such sale, and each Borrower hereby constitutes Lender as its attorney-in-fact to execute any such instrument, document, assignment, deed, waiver, certificate or affidavit on behalf of each Borrower and in its name.  At

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

54

any sale of the Collateral, the Collateral to be sold may be sold in one lot as an entirety or in separate lots as Lender may determine.  Lender shall not be obligated to make any sale of any Collateral if it determines not to do so, regardless of the fact that notice of sale was given.  Lender may, without notice or publication, adjourn any public or private sale or cause the sale to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  In case any sale of Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid, but Lender shall not incur any liability if any purchaser fails to pay for any Collateral so sold and, in case of any such failure, such Collateral may be sold again.  At any public sale, Lender (i) may bid for or purchase the Collateral offered for sale, free (to the extent permitted by Law) from any rights of redemption, stay or appraisal on the part of Borrowers with respect to the Collateral; (ii) make payment on account thereof by using any claim then due and payable to Lender from Borrowers as a credit against the purchase price; and (iii) upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Borrowers therefor.  Borrowers acknowledges that portions of the Collateral may be difficult to preserve and dispose of and may be subject to complex maintenance and management; accordingly, Lender shall have the widest possible latitude in the exercise of its rights and remedies hereunder.

(c)                                  Any notice required to be given by Lender with respect to any of the Collateral, which notice is given pursuant to Article XI and deemed received pursuant to Article XI at least ten (10) Business Days before a sale, lease, disposition or other intended action by Lender, shall constitute fair and reasonable notice to Borrowers of any such action.  A public sale in the following fashion shall be conclusively presumed to be reasonable if (i) the sale is held in a county where any part of the Collateral is located or in which any Borrower has a place of business; (ii) the sale is conducted by auction, but it need not be by a professional auctioneer; (iii) any Collateral is sold as is and without any preparation for sale; and (iv) Borrowers are given notice of such public sale pursuant to the preceding sentence.

(d)                                 Lender shall have no obligation (i) to preserve any rights to the Collateral against any Person; (ii) to make any demand upon or pursue or exhaust any rights or remedies against Borrowers or others with respect to payment of the Obligations; (iii) to pursue or exhaust any rights or remedies with respect to any of the Collateral or any other security for the Obligations; or (iv) to marshal any assets in favor of Borrowers or any other Person against or in payment of any or all of the Obligations.

(e)                                  Each Borrower recognizes that one or more Laws may limit the flexibility desired to achieve a more commercially reasonable disposition of Collateral, and it is intended that consideration of such Laws be taken into account in determining commercial reasonableness.

(f)                                   Each Borrower is aware that Section 9.610 of the UCC states that Lender is able to purchase the pledged Equity Interests of iPass SPV only if they are sold at a public sale.  Each Borrower is also aware that SEC staff personnel have, over a period of years, issued various No Action Letters that describe procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Part 6 of Article 9 of the UCC, yet not public for purposes of Section 4(2) of the Securities Act of 1933 (as amended from time to time).  Each Borrower is also aware that Lender may wish to purchase the pledged Equity Interests that are sold at a foreclosure sale, and each Borrower believes that such purchase would be appropriate in circumstances in which the pledged Equity Interests are sold in conformity with the principles set forth in the No Action Letters.  Each Borrower specifically agrees that a foreclosure

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

55

sale conducted in conformity with the principles set forth in the No Action Letters (i) shall be considered to be a “public” sale for purposes of Section 9.610 of the UCC; (ii) will not be considered commercially unreasonable solely by virtue of the fact that Lender has not registered or sought to register the Equity Interests under the securities Laws; even if Borrowers agree or the issuer of such Equity Interests agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that Lender purchases the pledged Equity Interests at such a sale.

(g)                                  Borrowers shall pay to Lender, on demand and as part of the Obligations, all reasonable costs and expenses, including court costs and costs of sale, incurred by Lender in exercising any of its rights or remedies hereunder.

SECTION 10.02.                                       Power of Attorney.  Each of iPass SPV and Parent hereby irrevocably appoints Lender as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to (a) endorse iPass SPV’s or Parent’s name on any checks or other forms of payment or security; (b) make, settle, and adjust all claims under Parent’s or its Subsidiaries’ insurance policies; (c) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (d) Transfer the Collateral into the name of Lender or a third party as the UCC permits; and (e) to sign Parent’s or its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Lender’s security interest in the Collateral.  Lender’s foregoing appointment as Parent’s and iPass SPV’s attorney-in-fact, and all of Lender’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Lender’s obligation to extend credit terminates.

SECTION 10.03.                                       Protective Payments.  If Borrowers fail to obtain the insurance required hereunder or fails to pay any premium thereon or fails to pay any other amount which Borrowers are obligated to pay under this Agreement or any other Loan Document, Lender may obtain such insurance or make such payment, and all amounts so paid by Lender are Lender Expenses and are immediately due and payable, bearing interest at the Default Rate and secured by the Collateral.  Lender will make reasonable efforts to provide Borrowers with notice of Lender’s obtaining such insurance at the time it is obtained or within a reasonable time thereafter.  No payments by Lender are deemed an agreement to make similar payments in the future or Lender’s waiver of any Event of Default.

SECTION 10.04.                                       Application of Payments and Proceeds Upon Default.  If an Event of Default has occurred and is continuing, Lender may apply any funds in its possession to the Obligations in such order as Lender shall determine in its sole and exclusive discretion.  Subject to the terms of the Borrower Operating Agreement, any surplus shall be paid to Borrowers or other Persons legally entitled thereto; provided, that Borrowers shall remain liable to Lender for any deficiency.  If Lender, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Lender shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Lender of cash therefor.

SECTION 10.05.                                       No Waiver; Remedies Cumulative.  Lender’s failure, at any time or times, to require strict performance by Borrowers of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Lender thereafter to demand strict performance and compliance herewith or therewith.  No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given.  Lender’s

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

56

rights and remedies under this Agreement and the other Loan Documents and the Transaction Documents are cumulative.  Lender has all rights and remedies provided under the UCC, by Law, or in equity.  Lender’s exercise of one right or remedy is not an election and shall not preclude Lender from exercising any other remedy under this Agreement or other remedy available at Law or in equity, and Lender’s waiver of any Event of Default is not a continuing waiver.  Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence.

ARTICLE XI.                    NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by email or fax transmission (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient); (c) one Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand- delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below.  Lender or Borrowers may change its mailing or email address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Article XI.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

57

ARTICLE XII.                                       GOVERNING LAW, SUBMISSION TO JURISDICTION, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE

SECTION 12.01.                                       Governing Law; Submission to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of law, except Section 5-1401 of the New York General Obligations Law.  Each Borrower hereby irrevocably submits to the nonexclusive jurisdiction of any New York State or Federal court sitting in the County of New York over any suit, action or proceeding arising out of or relating to this Agreement or any Loan Document, and each Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding in any New York State or Federal court sitting in the County of New York may be made by certified or registered mail, return receipt requested, or overnight mail with a reputable national carrier, directed to the Borrowers at the address indicated above, and service so made shall be complete five (5) days after the same shall have been so mailed (one day in the case of an overnight mail service).

SECTION 12.02.                                       Jury Trial Waiver.  EACH OF THE BORROWERS AND LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS OR TRANSACTION DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE BORROWERS AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  EACH OF THE BORROWERS AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

58

SECTION 12.03.                                       Additional Waivers in the Event of Enforcement.  EACH BORROWER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER UNDER THIS AGREEMENT, ANY AND EVERY RIGHT BORROWERS MAY HAVE TO (A) INJUNCTIVE RELIEF; (B) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS); AND (C) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.

ARTICLE XIII.                                  GENERAL PROVISIONS

SECTION 13.01.                                       Successors and Assigns.  The Loan Documents shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided, however, that no Loan Party may assign or transfer its interest hereunder or thereunder.  Lender reserves the right to sell, assign, Transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Loan Documents (other than the Warrant, as to which assignment, Transfer and other such actions are governed by the terms of the Warrant).  Each such assignment shall be recorded in the Register and each such participation shall be recorded in the Participant Register.  With respect to participations, Borrower agrees that each participant shall be entitled to the provisions of Section 2.03, subject to the requirements and limitations therein (it being understood that any documentation required under Section 2.03(e) shall be delivered to Lender), to the same extent as if it had acquired its interest by assignment.  Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Lender agrees not to sell, assign, Transfer, negotiate or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the Loan Documents (other than the Warrant, as to which assignment, Transfer and other such actions are governed by the terms of the Warrant) to any competitor of Parent, without the prior written consent of Parent.

SECTION 13.02.                                       Costs and Expenses; Indemnification.

(a)                                 Lender Expenses.  Borrowers shall pay Lender Expenses in accordance with Section 2.02(b) and upon request by Lender.

(b)                                 Indemnification by Borrowers.  Borrowers shall indemnify Lender and each Related Party of Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Lender Expenses), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents; (ii) any Term Loan or other extension of credit or the use or proposed use of the proceeds therefrom; (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

59

whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  Without limiting the provisions of Section 2.03(c), this Section 13.02(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)                                  Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, the Borrowers shall not assert, and the Borrowers hereby waive, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or other extension of credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with any Loan Document or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.  No Loan Party shall have any liability for any special, punitive, indirect or consequential damages relating to the Loan Documents or arising out of its activities in connection with any Loan Document.

(d)                                 Payments.  Except as otherwise provided in this Agreement, all amounts due under this Section shall be payable not later than ten (10) Business following demand therefor.

(e)                                  Survival.  The agreements and indemnity provisions in this Section shall survive the repayment, satisfaction or discharge of all the other Obligations.

SECTION 13.03.                                       Time of Essence.  Time is of the essence for the performance of all Obligations in this Agreement.

SECTION 13.04.                                       Severability of Provisions.  If any provision of any Loan Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of the Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 13.05.                                       Amendments in Writing; Waiver; Integration.  Except as set forth in Section 2.04(a) of this Agreement, no purported amendment or modification of any Loan Document, or

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

60

waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought.  Without limiting the generality of the foregoing, no oral promise or statement, or any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document.  Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver.  The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.  All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

SECTION 13.06.                                       Counterparts.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

SECTION 13.07.                                       Survival.  All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms, and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied.

SECTION 13.08.                                       Affiliate Activities. The Borrowers hereby expressly acknowledge that Lender and/or certain Affiliates of the Lender (collectively, “Fortress”) are, or on or after the Closing Date may become, direct or indirect owners of warrants or of equity of Parent. Notwithstanding any common ownership and/or control between Fortress, on the one hand, and Lender, on the other hand, (i) the Borrowers acknowledge and agree that: (a) Fortress, on the one hand, and the Lender, on the other hand, are separate and distinct legal entities and (b) the Lender may exercise all the rights, privileges and benefits of the holder of any Term Loan and enforce all remedies and other provisions hereunder and under any other Loan Document without regard to the fact that Fortress is an owner of warrants or of equity of Parent; (ii) to the maximum extent permitted by applicable law, (x) the Borrowers hereby waive and release any and all defenses, affirmative defenses, set- offs, claims, counterclaims or causes of action of any kind of nature that Borrowers or any member or beneficial interest owner of either Borrower may have against the Lender relating to any Term Loan, this Agreement or the other Loan Documents, or the enforcement by the Lender of its rights and remedies hereunder and thereunder, arising by reason of the fact that Fortress is an owner of warrants or of equity of the Parent and (y) the Borrowers waive any and all defenses, affirmative defenses, setoffs, claims counterclaims or causes of action of any kind or nature that the Borrowers may have against Fortress arising by reason of the fact that the Lender is acting in its capacity as lender hereunder; and (iii) Borrowers covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against the Lender in contravention of the foregoing.

SECTION 13.09.                                       Electronic Execution of Documents.  The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable Law, including any state Law based on the Uniform Electronic Transactions Act.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

61

SECTION 13.10.                                       Register.  The Borrowers shall maintain at its offices in Redwood City, California a copy of each Transfer of an interest in the Notes by a Lender delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrowers and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by any Lender, at any reasonable time and from time to time upon reasonable prior notice.  This Section 13.10 shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

SECTION 13.11.                                       Participant Register.  Lender shall, acting solely for this purpose as a nonfiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes (the “Participant Register”); provided that Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Notes) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

SECTION 13.12.                                       Captions.  The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

SECTION 13.13.                                       Construction of Agreement.  The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement.  In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

SECTION 13.14.                                       Relationship.  The relationship between the parties to this Agreement is determined solely by the provisions of this Agreement.  The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

SECTION 13.15.                                       Third Parties.  Nothing in this Agreement, whether express or implied, is intended to (a) confer any benefits, rights or remedies under or by reason of this Agreement on any Persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any Person not an express party to this Agreement; or (c) give any Person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

SECTION 13.16.                                       Payments Set Aside.  To the extent that any payment applied to any Obligation (including any payment by way of setoff) is subsequently invalidated, declared to be fraudulent or

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

62

preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the Obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

SECTION 13.17.                                       Right of Setoff.  If an Event of Default has occurred and is continuing, Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Lender or any of its Affiliates to or for the credit or the account of the Borrowers against any and all of the Obligations, irrespective of whether Lender has made demand under any Loan Document.  Lender’s rights under this Section are in addition to other rights and remedies (including other rights of setoff) that Lender or its Affiliates may have.  Lender shall endeavor to notify the Borrowers promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 13.18.                                       Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Lender receives interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the applicable Term Loan or, if it exceeds such unpaid principal, refunded to the Borrowers.  In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, the Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

SECTION 13.19.                                       Securitization of Loans; Appointment of Agent.

(a)                                 Each of Borrowers and Parent hereby acknowledges that the Lender and its Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of any Term Loan as collateral security for loans to the Lenders or its Affiliates or through the sale of any Term Loan or the issuance of direct or indirect interests in any Term Loan.  Each of iPass SPV and Parent shall cooperate with the Lender and its Affiliates to effect the Securitization including, without limitation, by (i) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lender in connection with the Securitization; provided that (A) any such amendment or additional documentation does not impose material additional costs on iPass SPV or Parent and (B) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of iPass SPV or Parent under the Loan Documents or change or affect in a manner adverse to iPass SPV and Parent the financial terms of such Term Loan; (ii) providing such information as may be reasonably requested by the Lender in connection with the rating of such Term Loan or the Securitization; and (iii) providing in connection with any rating of such Term Loan a certificate (A) agreeing to indemnify each of Lender and its Affiliates, any rating agencies rating such Term Loan, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or “liabilities” (the “Liabilities”) to which such Lender, its Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

63

material fact by Parent or any Affiliate of the Parent contained in any Loan Document or in any writing delivered by or on behalf of the Parent or any Affiliate of the Parent to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by the Parent or any Affiliate of the Parent to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by any Lender or its successors or assigns of the Term Loans and (B) agreeing to reimburse each Lender and its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

(b)                                 The Lender shall have the right, in consultation with the Borrowers and at Borrowers’ expense, to appoint an administrative agent and/or a collateral agent.

SECTION 13.20.                                       Confidentiality.

(a)                                 Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement; (g) on a confidential basis to (x) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder; or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder; (h) with the consent of the Borrowers; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section; or (y) becomes available to the Lender on a non-confidential basis from a source other than the Borrowers.  In addition to the foregoing, Lender agrees to comply with the confidentiality requirements of any license or other agreement relating to any Patents with respect to any such agreement set forth on the Disclosure Schedule, provided that the Borrowers shall deliver to Lender a true and correct copy of each such agreement and, in connection therewith, inform Lender of the confidentiality provisions thereof which Lender shall comply.

For purposes of this Section, “Information” means all information received from the Borrowers or any of their Subsidiaries or the Borrowers’ or any such Subsidiary’s directors, officers, employees, trustees, investment advisors or agents, including accountants and legal counsel relating to the Borrowers or any such Subsidiary or any of their respective businesses, other than any such information that is available to the Lender on a non-confidential basis prior to disclosure by the Borrowers or any such Subsidiary, provided that, in the case of information received from the Borrowers or any of its Subsidiaries after the Closing Date, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

64

the confidentiality of such Information as such Person would accord to its own confidential information but in no event less than reasonable care.

(b)                                 Lender acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary of Borrowers, as the case may be; (b) it has developed compliance procedures regarding the use of material non-public information; and (c) it will handle such material non-public information in accordance with applicable Laws, including all securities Laws.

(c)                                  Unless required under applicable Law, regulatory authority or legal process, Borrowers shall not make any public announcement or similar publicity related to this Agreement or the transactions contemplated herein without the prior written consent of Lender.

[This space intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Closing Date.

BORROWERS:

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

65

LENDER:

[Signature Page to Credit Agreement]

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Schedules

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Schedule 1.1 - Collateral

All of the property in which any Loan Party now or hereafter has or will have any right, title or interest or has the power to transfer any rights, in all its forms, in each case whether now or hereafter existing, or hereafter acquired, created or arising, and wherever located, including:

(a)                                 All Equipment;

(b)                                 All Inventory and other Goods;

(c)                                  All Accounts;

(d)                                 All General Intangibles;

(e)                                  All real property and Fixtures;

(f)                                   All Documents, Letter-of-Credit Rights, and Chattel Paper, including U.S. issued patents and patent applications, U.S. trademark registrations and trademark applications, U.S. registered copyrights, domain names, and Foreign Intellectual Property;

(g)                                  All Deposit Accounts;

(h)                                 All Instruments and Investment Property;

(i)                                     All Commercial Tort Claims;

(j)                                    All Supporting Obligations; and

(k)  All Proceeds of any and all of the foregoing.

Notwithstanding the foregoing, the Collateral shall not include Excluded Property.

Capitalized terms used but not defined in this Schedule 1.1 shall have the meanings ascribed to them in the Security Agreement.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibits

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit A

Form of Compliance Certificate

(see attached)

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT A - FORM OF COMPLIANCE CERTIFICATE

From:  iPass, Inc.

The undersigned authorized officer of iPass, Inc., a Delaware corporation (“Parent”) certifies, on behalf of the Borrowers and in his/her capacity as an officer of Parent, and not in an individual capacity, that under the terms and conditions of the Credit Agreement, dated as of June 14, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and between Fortress Credit Corp., a Delaware corporation (“Lender”) and iPass Inc., a Delaware corporation (“Parent” and together with each other Person that becomes a Borrower thereunder, including, for the avoidance of doubt, iPass IP LLC, a Delaware limited liability company (“iPass SPV”) upon the consummation of the SPV Joinder, each a “Borrower” and collectively, the “Borrowers”):

(a)           except as noted below, the Borrowers are in complete compliance for the period ending                  with all payment obligations, representations and warranties and covenants contained in the other Loan Documents and the Transaction Documents, other than circumstances where the failure to perform or the breach of which would not constitute an “Event of Default” under such other Loan Document or Transaction Document;

(b)           all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

(c)           there are no Events of Default except as may have been disclosed, and explained in reasonable detail, to Lender as noted below;

(d)           the Borrowers and each of the Borrowers’ Subsidiaries have timely filed all required Tax returns and reports, and the Borrowers have timely paid all foreign, federal, state and local Taxes, assessments, deposits and contributions owed by the Borrowers except as otherwise permitted pursuant to the terms of Section 7.05 of the Credit Agreement;

(e)           no Liens have been levied or claims made against the Borrowers or any of the Borrowers’ Subsidiaries relating to unpaid employee payroll or benefits of which the Borrowers have not previously provided written notification to Lender; and

(f)            attached hereto as Attachment A-1 are the required financial statements supporting the certification.  Pursuant to such financial statements, Parent hereby certifies, on behalf of the Borrowers, that as of                   , 20    (the “Computation Date”) that:

(i)        such financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes;

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(ii)       the Loan Parties shall have had, from the date of the prior compliance certificate through the Computation Date, a minimum of [***] of unrestricted cash on which Lender has a perfected Lien;

(iii)      the Network Operating Costs, calculated as of the last day of the Computation Period did not exceed the amounts set forth in the Closing Date Budget by more than [***]%, as computed on Attachment A-2 hereto;

(iv)      the operating expenses of Parent and its Subsidiaries, calculated on a trailing four-quarter basis as of the last day of the Computation Period, did not exceed the amounts set forth in the Closing Date Budget by more than [***]%, as computed on Attachment A-3 hereto; and

(v)       the Gross Revenue of Parent and its Subsidiaries, calculated as of the last day of the most recently ended fiscal quarter ending on the Computation Date, has not been reduced by an amount greater than [***] of the amount of Gross Revenue projected to be achieved in the Closing Date Budget, as computed on Attachment A-3 hereto.

The descriptions of the calculations set forth in this Compliance Certificate are sometimes abbreviated for simplicity, but are qualified in their entirety by reference to the full text of the calculations provided in the Credit Agreement.  In the event of any conflict between the terms of this Compliance Certificate and the Credit Agreement, the Credit Agreement shall control, and any Attachment or Schedule attached to an executed Compliance Certificate shall be revised as necessary to conform in all respects to the requirements of the Credit Agreement in effect as of the delivery of such executed Compliance Certificate.

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Please indicate compliance status by circling Yes/No under “Complies” column.

The following Intellectual Property was registered (or a registration application submitted) after the Closing Date (if no such registrations or applications, state “None”). 

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment A-1
(to   /  /  
Compliance Certificate)

[Annual] [Quarterly] Financial Statements

[(See attached.)]

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment A-2
(to   /  /  
Compliance Certificate)

Network Operating Costs

(See attached row 1.)

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.