Amended General Statement of Beneficial Ownership

Exhibit 21

AMENDMENT NO. 2 TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

     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.

     WHEREAS, the parties hereto previously entered into the Agreement, which relates to the Company, the Purchased Shares, the Conversion Shares, the Warrants and the Warrant Shares;

     WHEREAS, pursuant to Section 3.6 of the Agreement, the Company and the Holders holding a majority of the Registrable Securities may amend the Agreement; and

     WHEREAS, the Company and the Holders holding all of the Registrable Securities are willing to amend the Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Registrable Securities . The definition of “Registrable Securities” set forth in Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the following:

“‘ Registrable Securities ’ means (i) the Conversion Shares held by any Holder or issuable upon the conversion of Series B Preferred Stock or Series C Preferred Stock held by the Holders, (ii) the Warrant Shares held by any Holder or issuable upon the exercise of Warrants held by the Holders, (iii) any of the 8,166,666 shares of Common Stock purchased and received by the Holders on March 13, 2009 and held by any Holder, (iv) any of the 2,153,846 shares of Common Stock purchased by the Holders on September 22, 2009 and held by any Holder and (v) any Common Stock or other securities which may be issued, converted, exchanged or distributed in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any recapitalization, reclassification, merger, consolidation, exchange or other similar reorganization with respect to the Conversion Shares, the Warrant Shares or the Common Stock described in clauses (iii) or (iv) of this sentence, as the case may be. As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been distributed to the public pursuant to Rule 144, or (C) such securities shall have ceased to be

outstanding. For purposes of this Agreement, any required calculation of the amount of, or percentage of, Registrable Securities shall be based on the number of shares of Common Stock which are Registrable Securities, including shares issuable upon the conversion, exchange or exercise of any security convertible, exchangeable or exercisable into Common Stock (including the Series B Preferred Stock, the Series C Preferred Stock and the Warrants).”

2. Effective Date . This Amendment shall be effective as of the date hereof.

3. Continuing Effect of the Agreement . This Amendment shall not constitute an amendment of any other provision of the Agreement not expressly referred to herein. Except as expressly amended herein, the provisions of the Agreement are and shall remain in full force and effect.

4. Governing Law . This Amendment shall be governed in all respects by the Laws of the State of New York.

5. Headings . The descriptive headings of this Amendment are inserted for convenience only and do not constitute a substantive part of this Amendment.

6. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representative as of the day and date first above written.

		PALM, INC.
		By:		/s/ Mary E. Doyle
		Name:		Mary E. Doyle
		Title:		SVP, GC
		ELEVATION PARTNERS, L.P.
		By: Elevation Associates, L.P., its general partner
		By: Elevation Associates, LLC, its general partner
		By:		/s/ Fred Anderson
		Name:		Fred Anderson
		Title:		Manager
		ELEVATION EMPLOYEE SIDE FUND, LLC
		By: Elevation Management, LLC, its manager
		By:		/s/ Fred Anderson
		Name:		Fred Anderson
		Title:		Manager

[Signature Page to Amendment No. 2]

Exhibit 22

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:

          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/ Roger McNamee
				Name: Roger McNamee
				Title: Manager
		ELEVATION EMPLOYEE SIDE FUND, LLC
		By:		Elevation Management, LLC, its manager
		By:		/s/ Roger McNamee
				Name: Roger McNamee
				Title: Manager

cc:		Jonathan P. Shanberge, Palm, Inc. William M. Kelly, Esq., Davis Polk & Wardwell LLP Sarah K. Solum, Esq., Davis Polk & Wardwell LLP