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:
Exhibit 22
September 22, 2009
Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial Officer
Palm, Inc.
000 X. Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000
Senior Vice President and Chief Financial Officer
Palm, Inc.
000 X. Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxxx:
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.
Reference is also made to a notice dated September 8, 2009 which we received from Palm in
connection with a contemplated underwritten public offering (the “Offering”) by the Company of its
common stock, par value $0.001 per share (“Common Stock”), pursuant to an effective shelf
registration statement on Form S-3ASR (file number 333-154941).
Elevation, as Holders holding all the Registrable Securities, hereby waives:
1. | any and all rights provided in Section 2.1 of the Registration Rights Agreement to the extent entitling Elevation to include Registrable Securities in the registration with respect to the Offering; and | ||
2. | any and all rights provided in Section 4.1 of the Stockholder’s Agreement to the extent entitling Elevation to purchase more than an aggregate of 2,153,846 shares of Common Stock in the Offering at the public offering price (with Elevation retaining the right to purchase in the Offering any lesser amount not exceeding such number). |
We are delivering this waiver to you in accordance with Section 3.6 of the Registration Rights
Agreement and Section 5.7 of the Stockholder’s Agreement.
Very truly yours,
ELEVATION PARTNERS, L.P. | ||||||
By: | Elevation Associates, L.P., as General Partner |
|||||
By: | Elevation Associates, LLC, as General Partner |
|||||
By: | /s/ Xxxxx XxXxxxx | |||||
Title: Manager | ||||||
ELEVATION EMPLOYEE SIDE FUND, LLC | ||||||
By: | Elevation Management, LLC, its manager |
|||||
By: | /s/ Xxxxx XxXxxxx | |||||
Title: Manager |
cc: | Xxxxxxxx X. Xxxxxxxxx, Palm, Inc. Xxxxxxx X. Xxxxx, Esq., Xxxxx Xxxx & Xxxxxxxx LLP Xxxxx X. Xxxxx, Esq., Xxxxx Xxxx & Xxxxxxxx LLP |
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