exv10w27



 







EXHIBIT 10.27




FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS




     This First Amendment to Purchase and Sale Agreement and Escrow Instructions (this “Amendment”)
is entered into as of March 13, 2006 by and between Hunter/Storm, LLC, a California limited
liability company (“Buyer”), and Palm, Inc., a Delaware corporation (“Seller”).



RECITALS




     A.     Buyer and Seller are parties to that certain Purchase and Sale Agreement and Escrow
Instructions dated as of February 2, 2006 (the “Agreement”).



     B.     Buyer and Seller desire to amend the Agreement as set forth in this Amendment.



     Now, therefore, for valuable consideration, receipt of which is hereby acknowledged, Buyer and
Seller hereby agree as follows:



     1.     Capitalized Terms. Any capitalized terms used in this Amendment but not defined
herein shall have the meanings ascribed to such terms in the Agreement.



     2.     Title Review Period. Section 5.1 of the Agreement is hereby amended to provide
that Buyer shall have the right to render objections to any matters described on its own Survey (or
any update of Seller’s existing Survey) by delivering written notice to Seller on or before March
20, 2006. Seller shall have until 5 p.m. PST on March 30, 2006 to give Buyer: (i) notice that said
objections will be removed on or before the Closing Date; or (ii) notice that Seller elects not to
cause such objections to be removed. If Seller fails to give notice under clause (i), Seller shall
be deemed to have elected not to cause such objections to be removed. If Seller either fails to
give Buyer notice under clause (i) or gives Buyer notice under clause (ii), Buyer shall notify
Seller prior to the expiration of the Due Diligence Period whether Buyer elects to proceed with the
purchase or terminate the Agreement. If Buyer fails to give Seller the Election Notice prior to the
expiration of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this
Agreement. If Buyer gives Seller the Election Notice prior to the expiration of the Due Diligence
Period, Buyer shall be deemed to have elected to proceed with the Agreement and to accept title
subject to the Approved Exceptions (as provided in paragraph 5.1.1, excluding, however, any
references to exceptions disclosed by the Survey which shall be subject to the terms of this
paragraph) and any exception approved pursuant to this paragraph. The term “Approved Exceptions”
shall be deemed to include the title exceptions approved pursuant to this paragraph and paragraph
5.1.1 of the Agreement.



     3.     Full Force and Effect. Except as expressly amended by this Amendment, the terms of
the Agreement shall remain and continue in full force and effect and are hereby ratified and
confirmed in all respects by each of Buyer and Seller. In the event of any conflict between the
terms of the Agreement and this Amendment, the terms of this Amendment shall govern and control. All references to the “Agreement” in the Agreement shall, from and after the date of
this Amendment be deemed to be references to the Agreement as amended by this Amendment. This
Amendment may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.



     In witness whereof, the parties have executed this Amendment as of the date first above
written.



	 	 	 	 	 	 	 	 
	SELLER:	 	SELLER:	 
	 
	 	 	 	 	 	 	 
	Palm, Inc., a Delaware corporation	 	Hunter/Storm, LLC, a California limited liability company	 
	 
	 	 	 	 	 	 	 
	By:

	 	/s/ ANDREW J. BROWN
	 	By:
	 	/s/ EDWARD D. STORM	 
	 

	 	 
	 	 	 	 	 
	Name:

	 	Andrew J. Brown
	 	Name:
	 	Edward D. Storm	 
	 

	 	 
	 	 	 	 	 
	Its:

	 	Senior Vice President and Chief Financial Officer
	 	Its:
	 	Managing Member	 
	 

	 	 
	 	 	 	 	 
	 

	 	(Principal Financial and Accounting Officer)	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ DEKE K. HUNTER JR.	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Deke K. Hunter Jr.	 
	 

	 	 	 	 	 	 	 
	 

	 	 	 	Its:
	 	Managing Member	 
	 

	 	 	 	 	 	 	 






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