Lead Counsel for Plaintiffs

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COOLEY GODWARD ALP ATTORNEYS AT LAW

PA LP At.TO

COHEN, MILSTEIN , HAUSFELD & TOLL, P .L .L .C . STEVEN J~ TO L (Pro ac Vac-e-)

DANIEL S . SOMMERS (Pro Hac Vice) ANDREW N. FRIEDMAN (Pro Hac Vice) JASON M . LEVITON (Pro Hac Vice)

Lead Counsel for Plaintiffs

GOLD BENNETT CERA & SIDENER LLP

SOLOMON B . CERA (99467 ) (scera@gbcslaw .com) JOSEPH M . BARTON ( 188441) (jbarton@gbcslaw .com)

595 Market Street, Suite 2300 San Francisco, CA 94105-2835 Telephone : (415) 777-2230 Facsimile : (415) 777-518 9

Liaison Counsel for Plaintiffs COOLEY GODWARD LLP

WILLIAM S . FREEMAN (82002) ([email protected]) MARY BETH O'CONNOR (228591) (mboconnor@cooley .com) JEFFREY M . KABAN (235743) (jkaban@cooley .com)

Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 Telephone : (650) 843-5000 Facsimile : (650) 849-740 0

Attorneys for Defendants

iPASS, INC ., KENNETH D . DENMAN, DONALD C . McCAULEY, ANURAG LAL and JON M . RUSS O

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

In re iPASS SECURITIES LITIGATION.

This Document Relates to : All Actions

Case No . C 05 00228 MHP CLASS ACTIO N

JOINT CASE MANAGEMENT STATEMENT, RULE 26(F) REPORT,

AND PROPOSED ORDE R

Trial Date : Not Yet Set

C 05 00228 MHP

CASE MANAGEMENT SCHEDULE, RULE 26(F )

1 The parties to the above- entitled action jointly submit this Case Management

Statement and Proposed Order and request the Court to adopt it as its Case Managemen t ...__ ... ... ... .. .- _... .... ..._ ..._... ._..._... .... ..._... ... _2. ._ _ Order "iri"thiscase : . ... 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

DESCRIPTION OF THE CAS E 1 . A brief description of the events underlying the action :

This is a securities fraud class action on behalf of all purchasers of the common stock o f iPass, Incorporated ("iPass") between April 22, 2004 and June 30, 2004, against iPass and certain of its officers and directors for violations of the Securities Exchange Act of 1934 (the "Exchange Act") . As such, the provisions of the Private Securities Litigation Reform Act of 199 5

("PSLRA") are applicable .

2 . The principal factual issues which the parties dispute :

The operative questions in this class action are if any Defendant, with scienter, made a materially false and/or misleading statement to the public or omitted to state a material fact that needed to be stated in order to make the statement not materially false and/or misleading ; and i f so, if plaintiffs suffered damages as a result thereof.

3 . The principal legal issues which the parties dispute :

The principal legal issue in dispute is if the Defendants, individually or in concert ,

violated Sections 10(b), 15 U .S .C . § 78j(b), and/or 20 (a), 15 U .S .C . § 78t( a) of the Exchange

Act or Rule 1Ob-5, 17 C .F .R . .§ 240 .1Ob-5, promulgated thereunder by the Securities and Exchange Commission .

4 . The other factual issues [e.g. service of process, personal jurisdiction, subject matter

jurisdiction or venue] which remain unresolved for the reason stated below and how the parties propose to resolve those issues :

Per Judge Patel's Order dated March 2, 2005, Lead Plaintiffs have until on or about June

21, 2005 to file an amended class action complaint which will be the operative complaint in thi s 28 action (the "Amended Complaint") . Thus, counsel for the parties agree that it is premature to COOLEYGODWAKDLLP CASE MANAGEMENT

ATTORNEYS AT LA W

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determine if any of the above stated areas are in dispute .

..- ...- .- ..._ ..._ ...-...._ . ..._ ...- ..._- ..._---..._.. ...

5 . The parties which have not been served and the reasons :

As noted above, Lead Plaintiffs have until on or about June 21, 2005 to file the Amende d Complaint . Therefore, Lead Plaintiffs specifically retain the right to modify the current name d Defendants . That being said, however, to date, all named parties have been served .

6. The additional parties which the below-specified parties intend to join and the intended time frame for such joinder :

As noted above, both Lead Plaintiffs and Defendants retain the right to join any additiona l parties as may be appropriate pursuant to the Federal Rules of Civil Procedure . At the present

time, Lead Plaintiffs do not intend to join any other parties . Assuming that to be the case, at th e present time, Defendants do not intend to join any other parties .

7. The following parties consent to assignment of this case to a United States

Magistrate Judge for [court or jury] trial :

Respectfully, neither Lead Plaintiffs nor Defendants consent to assignment of this actio n to a United States Magistrate for trial .

ALTERNATIVE DISPUTE RESOLUTIO N

8 . The parties have not filed a Stipulation and Proposed order Selecting an AD R

process because the parties respectfully submit that in light of the procedures mandated by th e

PSLRA and the briefing schedule ordered by the Court upon the stipulation of the parties , consideration of an ADR process is premature at this time.

9 . Please indicate any other information regarding ADR process or deadline .

At this time, there is no additional information regarding an ADR process or deadline .

C 05 00228 MHP 2.

1 DISCLOSURE S

2 10 . The parties certify that y' Ifave ma e "the o owing isc osures ist zsc osures

of persons, documents, damage computations and insurance agreements] : 3

To date, neither Lead Plaintiffs nor Defendants have made any relevant disclosures . All

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parties respectfully submit that in light of the procedures mandated by the PSLRA and th e 5

6 briefing schedule ordered by the Court upon the stipulation of the parties, consideration of initia l

7 disclosures is premature at this time.

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DISCOVERY

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11 . The parties agree to the following discovery plan [Describe the plan e.g., any

10 limitation on the number, duration or subject matter for various kinds of discovery ; discovery from experts ; deadlines for completing discovery] :

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As noted in the joint stipulation filed by Lead Plaintiffs and Defendants on Apri 129, 2005 ,

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13 the PSLRA provides for an automatic stay of discovery in federal securities actions where, a s

14 here, a defendant intends to file a motion to dismiss the Amended Complaint . See 15 U .S .C . §

15 _{78u-4(b)(3)(B) . While Plaintiffs retain the right to challenge the PSLRA stay provision in th e}

16 _{future, it is premature at this point . Thus, the PSLRA. stay provision continues to be in effect . I n}

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addition, as noted above, the Amended Complaint, which will be the operative complaint in thi s

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action, has yet to be filed . Thus, counsel for the parties agree that it is premature to suggest a

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discovery plan at this time . 2 0

21 TRIAL SCHEDULE

22 12 . The parties request a trial date as follows :

23 At this time, counsel for the parties agree that it would be premature to set a trial dat e 24 before the Amended Complaint has been filed . Moreover, counsel for the parties agree it woul d 25 be premature to request a trial date before Defendants' forthcoming motion(s) to dismiss ar e 26

resolved . 27

13 . The parties expect that the trial will last for the following number of days : 2 8

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As noted above, it would be premature to estimate the length of any potential trial before --- ---- .. . . . ... .. . . .. . . .. .. . . . ._ .. . . .. . . .. . . .. - . .. . . .. . . . .. . . . .. .__ . . . .. . . . ._ . . .. . . . .. .._ .. . . ... . . .. . ._ . . . .. . . . .. . . . ..

. Defendants' motion(

s) to dismiss are resolved.

14 . The specific paragraphs of FRCivP 23 under which the action is maintainable as a class action :

Lead Plaintiffs contend that this action can be maintained as a class action pursuant t o

Federal Rule of Civil Procedure ("Fed .R.Civ .P .") 23(a)(1),(2),(3), and (4) and Fed .R.Civ .P 23(b)(3) . Lead Plaintiffs also reserve the right to move for class certification under Fed .R .Civ .P . 23(b)(1)(A) and (B), and/or Fed .R .Civ .P . 23(b)(2) . At this time, Defendants retain the right to challenge class certification at the appropriate time .

15 . A description of the class or classes in whose behalf the action is brought:

As noted above, the Amended Complaint has yet to be filed . Thus, Lead Plaintiffs reserv e

the right to amend their initial class determination. However, at this time, the class consists of all persons who purchased common stock of iPass between April 22, 2004 and June 30, 2004 . Defendants retain the right to challenge class certification at the appropriate time .

16 . Facts showing that the party is entitled to maintain the action under FRCivP 23(a) and (b) :

As noted above, the Amended Complaint is yet to be filed . Thus, Lead Plaintiffs retain the right to amend their class action allegations . However, to date, Lead Plaintiffs believe that this action should be maintained as a class action for the following reasons : (1) The members o f the class are so numerous that joinder of all members is impracticable . The disposition of their claims in a class action will provide substantial benefits to the parties and the Court . iPass had

more than 62 million shares of stock outstanding, owned by hundreds if not thousands of persons ; (2) There is a well-defined community of interest in the questions of law and fact involved in this case . Questions of law and fact common to the members of the Class which will predominate over questions which may affect individual class members include : (a) Whether the 1934 Act

C 05 00228 MHP 4 . SCHEDULE, RULE 26(F)CASE MANAGEMENT

1 was violated by defendants ; (b) Whether defendants omitted and/or misrepresented material facts ; . . .. . . . .. . . . .. . _ . .. . . . . . . . . ... . ... . . .. . . . .. . . ..

2 (c) Whether defendants' statements omitted material facts necessary to make the statement s

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cooLEY GODW ARII LLP ATTORNEYS AT LAW

made, in light of the circumstances under which they were made, not misleading; (d) Whether defendants knew or deliberately disregarded that their statements were false and misleading ; (e) Whether the price of iPass's common stock was artificially inflated ; and (f) The extent of damage

sustained by Class members and the appropriate measure of damages ; (3) Plaintiff's claims are typical of those of the class because Lead Plaintiff and the class sustained damages from

defendants' wrongful conduct ; (4) Lead Plaintiffs will adequately protect the interests of the class and has retained counsel who are experienced in class action securities litigation and have no interests which conflict with those of the class ; and (5) A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

Defendants dispute the above contentions and retain the right to challenge clas s

certification at the appropriate time .

17. A proposed date for the Court to consider whether the case can be maintained as

a class action :

Counsel for Lead Plaintiffs and Defendants agree that it would be premature to determin e whether the case can be maintained as a class action before the Amended Complaint has bee n

filed . Moreover, counsel for Lead Plaintiffs and Defendants agree that Defendants' forthcomin g motion(s) to dismiss should be resolved before the class can attempt to be certified .

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Dateds-- May_9, 2005 . . .. . . . .. . ._ . . .. . . .. f :. . . ..

ANDREW N . FRIEDMAN

COHEN , MILSTEIN, HAUSFELD & TOLL , P.L .L .C.

Dated : May 9, 2005

WIL TAM S . FREEMAN COOLEY GODWARD LLP

CASE MANAGEMENT ORDER

The Case Management Statement and Proposed Order is hereby adopted by the Court as the Case Management Order for the case and the parties are ordered to comply with this Order.

Dated :

C 05 00228 MHP

Hon . Marilyn Hall Patel

UNITED STATES DISTRICT JUDG E