Form of Stock Certificate



 
Exhibit 4.2

 
 

	 COMMON SHARES
	  	 [LOGO]
	  	 COMMON SHARES

	
	 NUMBER
	  	 Palm, Inc.
	  	 SHARES


 
PALM 
 

	 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA,
 JERSEY CITY, NJ,
 AND NEW YORK, NY
	 	 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	 	 CUSIP 696642 20 6
 SEE REVERSE FOR CERTAIN DEFINITIONS


 
This
Certifies that 
 
 
 
is the record holder of 
 
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF 
 

	
	  

	  	 	 	  


	
	  

	  	 Palm, Inc.
	 	  


	
	  

	  	 	 	  



 
transferable only on the
books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 
In Witness thereof, the Corporation has caused this Certificate
to be executed and attested to by the manual or facsimile signatures of its duly authorized officers, under a facsimile of its corporate seal to be affixed hereto. 
 
Dated: 
 
 
[SEAL] 
 

	
	 SECRETARY
	  	 CHIEF EXECUTIVE OFFICER


 
 

	 COUNTERSIGNED AND REGISTERED:
 EquiServe Trust Company, N.A.
 TRANSFER AGENT AND REGISTRAR

	
	 BY:
	 	  


	 	 	 AUTHORIZED SIGNATURE










 
PALM, INC.

 
Upon request the Corporation will furnish any
holder of shares of Common Stock of the Corporation, without charge, with a full statement of the powers, designations, preferences, and relative, participating, optional or other special rights of any class or series of capital stock of the
Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. 
 
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations: 
 

	 TEN COM
	  	 —
	  	 as tenants in common
	  	 UNIF GIFT MIN ACT
	  	 —
	  	                         Custodian            
        

	 TEN ENT
	  	 —
	  	 as tenants by the entireties
	  	 	  	 	  	 (Cust)                                   
 (Minor)

	 JT TEN
	  	 —
	  	 as joint tenants with right of
 survivorship and not as tenants in common
	  	 	  	 	  	 under Uniform Gifts to Minors
 Act
                                        
        

	 	  	 	  	 	  	 	  	 	  	 (State)


 
Additional abbreviations may also be used though not in the above list. 
 
For value received, _____________________________________________________________ hereby sell, assign and transfer unto 
 
PLEASE INSERT SOCIAL SECURITY OR OTHER 
        IDENTIFYING NUMBER OF ASSIGNEE 
 
——————————————————————

 
—————————————————————— 
 
 
____________________________________________________________________________________________________________ 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) 
 
____________________________________________________________________________________________________________ 
 
____________________________________________________________________________________________________________ 
 
_____________________________________________________________________________________________________ Shares 
of Common Stock
represented by the within Certificate, and do hereby irrevocably constitute and appoint 
 
____________________________________________________________________________________________________ Attorney 
to
transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 
 

	 Dated
	 	  

	 	 	 	 
	
	 In presence of
	 	 	 	 	 	 
	
	 X
	 	  

	 	 	 	 X
	 	  


	 	 	 	 	 	 	 	 	 THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS

	 	 	 	 	 	 	 NOTICE:
	 	 WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


 

	
	 Signature(s) Guaranteed

	 By
	 	  


	 	 	 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT TO SEC RULE 17Ad-15.


 
THIS CERTIFICATE ALSO
EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PALM, INC. AND FLEET NATIONAL BANK, AS THE RIGHTS AGENT, DATED AS OF SEPTEMBER 25, 2000 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE
HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PALM, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND
WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PALM, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.