Elevation Partners, L.P. Sample Contracts

September 17, 2009
Underwriting Agreement • September 17th, 2009 • Elevation Partners, L.P. • Computer terminals

The undersigned understands that J.P. Morgan Securities Inc. (“J.P. Morgan”) and Goldman Sachs & Co. (“Goldman Sachs”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Palm, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including J.P. Morgan and Goldman Sachs (the “Underwriters”), of shares (the “Shares”) of the Common Stock, $0.001 par value, of the Company (the “Common Stock”).

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March 4, 2009 Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Ladies and Gentlemen:
Underwriting Agreement • March 10th, 2009 • Elevation Partners, L.P. • Computer terminals

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Palm, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Common Stock, $0.001 par value, of the Company (the “Common Stock”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 23rd, 2009 • Elevation Partners, L.P. • Computer terminals • New York

This AMENDMENT NO. 2 (this “Amendment”), dated as of September 22, 2009, by and among Palm, Inc., a Delaware corporation (the “Company”), Elevation Partners, L.P., a Delaware limited partnership (“Elevation”), and Elevation Employee Side Fund, LLC, a Delaware limited liability company (“Side Fund”), amends that certain Amended and Restated Registration Rights Agreement, dated as of January 9, 2009 (as amended, the “Agreement”), among the Company, Elevation and Side Fund. Capitalized terms that are not expressly defined herein shall have the meaning ascribed to them in the Agreement.

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PALM, INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Dated as of January 9, 2009
Stockholders’ Agreement • January 12th, 2009 • Elevation Partners, L.P. • Computer terminals • Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of January 9, 2009 among Palm, Inc., a Delaware corporation (the “Company”), Elevation Partners, L.P., a Delaware limited partnership (“Elevation”), and Elevation Employee Side Fund, LLC, a Delaware limited liability company (“Side Fund” and, together with Elevation and their respective Permitted Transferees, the “Investor Stockholders”).

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PALM, INC. WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF PALM, INC.
Elevation Partners, L.P. • January 12th, 2009 • Computer terminals • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO.

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JOINT FILING AGREEMENT December 8, 2005
Joint Filing Agreement • December 9th, 2005 • Elevation Partners, L.P. • Real estate agents & managers (for others)

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

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September 22, 2009 Re: Waiver of certain rights in connection with the Offering Douglas C. Jeffries Senior Vice President and Chief Financial Officer Palm, Inc. 950 W. Maude Avenue, Sunnyvale, California 94085 Dear Mr. Jeffries:
Elevation Partners, L.P. • September 23rd, 2009 • Computer terminals

Reference is made to the Amended and Restated Stockholder’s Agreement between Palm, Inc. (“Palm”), Elevation Partners, L.P. (“Elevation Partners”) and Elevation Employee Side Fund, LLC (together with Elevation Partners, “Elevation”) dated as of January 9, 2009 (the “Stockholders’ Agreement”) and the Amended and Restated Registration Rights Agreement between Palm and Elevation dated as of January 9, 2009, as amended (the “Registration Rights Agreement”). Each capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Registration Rights Agreement.

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SECURITIES PURCHASE AGREEMENT between ELEVATION PARTNERS, L.P. and PALM, INC. Dated as of December 22, 2008
Preferred Stock Rights Agreement • December 23rd, 2008 • Elevation Partners, L.P. • Computer terminals • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2008 between Elevation Partners, L.P., a Delaware limited partnership (“Elevation”) and Palm, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I, unless otherwise defined herein.

Sample 1
PALM, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of January 9, 2009
Registration Rights Agreement • January 12th, 2009 • Elevation Partners, L.P. • Computer terminals • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered as of January 9, 2009 among Palm, Inc. a Delaware corporation (together with any other issuer of Registrable Securities, the “Company”), Elevation Partners, L.P., a Delaware limited partnership (“Elevation”), and Elevation Employee Side Fund, LLC, a Delaware limited liability company (together with Elevation and their respective Permitted Transferees, the “Investor Stockholders”).

Sample 1
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