exv4w2



 






Exhibit 4.2








	COMMON SHARES
ONE
THIS CERTIFICATE IS TRANSFERABLE
IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY
This Certifies thatPalm, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARECOMMON SHARES
CUSIP 696643 10 5
SEE REVERSE FOR CERTAIN DEFINITIONS
is the record holder ofFULLY 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 Whereof, 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 affixed hereto. Dated:
REGISTERED:
Trust
COMPANY,
AUTHORIZED
TRANSFER N.A. AND SIGNATURE REGISTRAR AGENT














 






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
	TEN ENT

	 	—
	 	as tenants by the entireties
	JT TEN

	 	—
	 	as joint tenants with right of

survivorship and not as tenants

in common









	 	 	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT

	 	—
	 	 	 	Custodian	 	 	 	 
	 

	 	 	 	 
	 	 	 	 

	 

	 	 	 	(Cust)
	 	 	 	(Minor)
	 	 
	 	 	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
	 

	 	 

	 	 
	 	 	 	 

	 

	 	 	 	 	 	NOTICE:
	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS 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, STOCKBROKERS, 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, AS AMENDED (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.



EQUISERVE TRUST COMPANY, N.A. IS THE SUCCESSOR RIGHTS AGENT TO THE ABOVE-REFERENCED AGREEMENT.