AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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.
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:Waiver of Certain Rights in Connection With the Offering • September 23rd, 2009 • Elevation Partners, L.P. • 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.
