PALM, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of January 9, 2009Registration Rights Agreement • April 3rd, 2009 • Palm Inc • 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”).
PAGE ARTICLE 1 DEFINITIONS Section 1.1. Certain Defined Terms 1 Section 1.2. Other Capitalized Terms 2 Section 1.3. Effectiveness of This Agreement 2 ARTICLE 2 CORPORATE GOVERNANCE AND INFORMATION RIGHTS Section 2.1. Board Representations. 2 Section...Stockholders’ Agreement • April 3rd, 2009 • Palm Inc • 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”).
AMENDMENT NO. 1 TO OPTION AGREEMENTS February 2, 2009Palm Inc • April 3rd, 2009 • Computer terminals
This Amendment No. 1 to Option Agreements (this “Amendment”) is hereby entered into by and between Palm, Inc. (the “Company”) and Donna L. Dubinsky (“Ms. Dubinsky”).
REVOLVING NOTEPalm Inc • April 3rd, 2009 • Computer terminals
This revolving note (this “Note”) is one of the promissory notes referred to in Section 2.09(e) of the Credit Agreement dated as of October 24, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and Morgan Stanley Senior Funding, Inc., as syndication agent, and is entitled to the benefits thereof and of the other Loan Documents.
PALM, INC. WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF PALM, INC.Palm Inc • April 3rd, 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.
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2009 • Palm Inc • Computer terminals • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 17, 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 (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.
TRANCHE B TERM NOTEPalm Inc • April 3rd, 2009 • Computer terminals
This term note (this “Note”) is one of the promissory notes referred to in Section 2.09(e) of the Credit Agreement dated as of October 24, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Morgan Stanley Senior Funding, Inc., as syndication agent, and is entitled to the benefits thereof and of the other Loan Documents.
