PALM, INC. REGISTRATION RIGHTS AGREEMENT

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(a)  “Black-Out Period” means any period during which executive officers and directors of the Company are generally prohibited from engaging in trades in the Company’s securities pursuant to the Company’s internal trading policy, including but not limited to a Quarterly Blackout Period.

(b)  “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(c)  “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal rule or statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

(d)  “Indemnified Party” means each party entitled to indemnification under Section 8.

(e)  “Indemnifying Party” means each party required to provide indemnification under Section 8.

(f)  “Permitted Window” means the period during which the Holders are entitled to sell Registrable Securities pursuant to a registration statement under Section 5 of this Agreement. Except as otherwise set forth in this Agreement, a Permitted Window shall (i) commence immediately after the end of a Black-Out

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Period, and shall (ii) terminate immediately prior to the commencement of a Black-Out Period, unless the Holders receive notice from the Company to the contrary in accordance with Section 5(b)(iii).

(g)  “Quarterly Black-Out Period” means a Black-Out Period commencing on the 15th day prior to the end of the last day of each of the Company’s fiscal quarters and terminating 24 hours after the Company publicly announces its results for such fiscal quarter.

(h)  “Registrable Securities” means the shares of the Company’s common stock received by the Holders pursuant to the Merger Agreement by virtue of their ownership of shares of the capital stock of ThinAirApps, or issuable in respect thereof upon any conversion, stock split, stock dividend, recapitalization, merger or other reorganization; provided, however, that securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or dealer in a public distribution or a public securities transaction.

(i)  “Register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of the effectiveness of such registration statement.

(j)  “Rule 144” means Rule 144 of the Securities Act.

(k)  “Registration Expenses” means all expenses, except Selling Expenses, incurred by the Company in complying with Section 5 hereof, including without limitation, all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration, and all reasonable fees and disbursements of one counsel for the Holders, not to exceed $5,000.

(l)  “Resale Registration Statement” means a registration statement on Form S-3 under the Securities Act, or any successor form.

(m)  “Securities Act” means the Securities Act of 1933, as amended, or any successor federal rule or statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

(n)  “Selling Expenses” means selling commissions or similar fees and stock transfer taxes applicable to the securities registered by the Holders.

(o)  “Violation” means an offer or sale made by a person other than the Company at any time other than during a Permitted Window.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,

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ASSIGNED OR HYPOTHECATED UNLESS THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR (B) A VALID EXEMPTION THEREFROM AND THE CORPORATION OR ITS TRANSFER AGENT RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAW.

(a)  Registration.    Pursuant to the Section 6.1(e) of the Merger Agreement, as soon as practicable after the Closing Date (as defined in the Merger Agreement), but in any event prior to the close of business on the second business day following the Closing Date, the Company shall file with the SEC a Resale Registration Statement to provide for the resale by the Holders of the Registrable Securities and will use its commercially reasonable efforts to cause such Resale Registration Statement to become effective as

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promptly as reasonably practicable thereafter; provided that the Company shall not request the SEC to accelerate the effective date of the Resale Registration Statement until it has been authorized to do so by the Stockholder Representative. The Company shall, subject to Section 5(b), use its commercially reasonable efforts to keep such Resale Registration Statement effective until all of the Registrable Securities have been sold. The Company shall use its commercially reasonable efforts to notify the Holders in writing not less than two (2) calendar days prior to the commencement and ending of a Black-Out Period, other than a Quarterly Blackout Period.

(b)  Limitations on Registration and Sale of Registrable Securities.    Notwithstanding anything in this Agreement to the contrary, the Company’s obligations and the Holders’ rights under this Section 5 are subject to the limitations and qualifications set forth below, which may be waived in writing by the Company.

(i)  The Company will not be required to use its commercially reasonable efforts to cause such Resale Registration Statement to become effective until at least one (1) business day after the earlier of (A) the date the Company publicly discloses operating results for its fiscal quarter ended November 30, 2001 and (B) December 31, 2001.

(ii)  The Company shall not be required to register any of the Registrable Securities acquired by any Holder if such Holder has not completed, executed and delivered to the Company this Agreement and the Selling Stockholder Questionnaire prior to the time that the Company requests the SEC to accelerate the effective date of the Resale Registration Statement (it being understood that if a Holder has not completed, executed and delivered to the Company this Agreement and the Selling Stockholder Questionnaire prior to the time the Company files the Resale Registration Statement with the SEC, but does complete, execute and deliver to the Company this Agreement and the Selling Stockholder Questionnaire prior to the time the Company requests the SEC to accelerate the effective date of the Resale Registration Statement, the Company will file a pre-effective amendment to the Resale Registration Statement to so include such Holder and such Holder’s Registrable Securities in the Resale Registration Statement prior to so requesting the SEC to accelerate the effective date of the Resale Registration Statement).

(iii)  The Company shall have no obligation to keep effective a registration statement hereunder following such time as all of the Holders are eligible to sell all of their Registrable Securities in any three-month period under the applicable provisions of Rule 144.

(iv)  The Holders will sell Registrable Securities pursuant to a registration effected hereunder only during a Permitted Window.

(v)  If the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that, in the good faith reasonable judgment of the Chief Executive Officer or Chief Financial Officer, after consultation with the Company’s advisors and the Board of Directors of the Company, it would be seriously detrimental to the Company for the Resale Registration Statement to be effected, or for a Permitted Window to be in effect, due to (A) the existence of a material development or potential material development involving the Company that the Company would be obligated to disclose in the prospectus contained in the Resale Registration Statement, which premature disclosure, in the good faith judgment of the Board of Directors, would reasonably be expected to have an adverse effect on the Company or otherwise be inadvisable or (B) the existence of other facts or circumstances as a result of which the prospectus contained or to be contained in the Resale Registration Statement includes or would include an untrue statement of a material fact or omits or would omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made or then existing, then the Company may defer the filing of the Resale Registration Statement or delay the commencement of a Permitted Window or may effect an early termination of a Permitted Window that has commenced, as the case may be, until the earlier of (1) the date on which such material

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information is disclosed to the public or ceases to be material or (2) up to 45 calendar days after the date of the certificate delivered pursuant to this Section 5(b)(v); provided, however, that in no event shall the delay of a Permitted Window or the termination of a Permitted Window pursuant to this Section 5(b)(v) extend for longer than (x) an aggregate of 30 calendar days within the first 90 calendar days following the effective date of the Resale Registration Statement or (y) an aggregate of 90 calendar days during any 12-month period. The Holders shall keep the fact and content of any notice relating to the commencement or termination of a Black-Out Period or Permitted Window, and the event or circumstances giving rise to any such notice, confidential; provided, the Holders may disclose the fact and content of any such notice to its advisors and as otherwise required by law.

(c)  Registration Procedures.    In connection with any registration required under this Agreement, the Company shall take the actions set forth below.

(i)  The Company shall notify the Holders in writing promptly of any stop order issued or threatened by the Commission or other suspension of effectiveness of the Resale Registration Statement and will take commercially reasonable actions necessary or appropriate to prevent the entry of such stop order or to remove it as soon as practicable if entered and will notify the Holders in writing promptly of the resolution of such situation.

(ii)  The Company shall furnish to each Holder of Registrable Securities covered by the Resale Registration Statement filed pursuant to this Agreement (A) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, one copy of the Resale Registration Statement and any amendment thereto, each prospectus and each amendment or supplement thereto, and, as promptly as practicable after the date of effectiveness of the Resale Registration Statement or any amendment thereto, a written notice stating that the Resale Registration Statement or amendment thereto has been declared effective, and (B) such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement, in conformity with the requirements of the Securities Act, and such other documents as any such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. Such delivery of documents pursuant to (B) above shall be made by the Company within three (3) trading days of receipt of a request therefor from any Holder.

(iii)  The Company shall use its commercially reasonable efforts to register or qualify the Registrable Securities under the securities or “blue sky” laws of each State of the United States of America as any of the Holders of the Registrable Securities covered by a registration statement filed hereunder may reasonably request, and shall do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such States of the Registrable Securities owned by the Holders; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5(c)(iii), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(iv)  The Company shall immediately notify the Holders in writing of the happening of any event which comes to the Company’s attention if, as a result of such event, the prospectus included in the Resale Registration Statement, as then in effect, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall as soon as reasonably practicable prepare and furnish to each Holder and file with the Commission a supplement or amendment to such prospectus or registration statement or take such other action so that such prospectus or registration statement will no longer contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(v)  The Company shall hold in confidence and not make any disclosure of information concerning the Holders provided to the Company pursuant to this Agreement unless (A) disclosure of such information is necessary to comply with federal or state securities laws, (B) disclosure of such information is necessary to avoid or correct a misstatement or omission in the Resale Registration Statement, (C) release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (D) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (E) the Holders consent to the form and content of any such disclosure.

(vi)  The Company shall provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration and shall instruct the transfer agent that upon sale of such Registrable Securities that no legend need be placed on the certificate of such person who purchased the Registrable Securities pursuant to the Resale Registration Statement.

(a)  The Company will indemnify each Holder, each of its officers and directors, employees, partners, advisors and agents, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, from and against any and all expenses, claims, losses, damages or liabilities (or actions or proceedings in respect thereof), including, without limitation, reasonable legal fees and expenses and reasonable costs of investigating, preparing, compromising or defending against any litigation, commenced or threatened, or any claim whatsoever and all amounts paid in settlement of any such claim or litigation (provided that the Company has consented in writing to any such settlement) arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, preliminary prospectus, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or arising out of or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other applicable securities law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities and, in either case, the Company will reimburse each Indemnified Party, for any legal and any other expenses reasonably incurred in connection with investigating, preparing, defending or settling (provided that the Company has consented in writing to any such settlement) any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement of material fact or omission or alleged untrue statement or omission of a material fact, made in reliance upon and contained in written information furnished to the Company by an instrument duly executed by such Holder or its controlling person or agent, and stated to be specifically for use therein; and provided, further, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any person, if a copy of the final prospectus or an amended or supplemented prospectus, as applicable, was furnished to the Holders or an underwriter within the period of time required by the Securities Act, and if the final prospectus or the amended or supplemented prospectus, as applicable, would have cured the defect giving rise to the loss, liability, claim

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or damage. In no event, however, shall the Company have any indemnification obligation to any Indemnified Party to the extent that the expenses, claims, losses, damages or liabilities as to which indemnification is sought by such party are in connection with a Violation by such party.

(b)  Each Holder, severally and not jointly, will indemnify the Company, each of its directors and officers, employees, partners, advisors and agents and each person controlling the Company within the meaning of Section 15 of the Securities Act from and against any and all claims, losses, damages and liabilities (or actions or proceedings in respect thereof) arising out of or based on (i) a Violation by any such Holder or (ii) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement effected pursuant to this Agreement, prospectus, preliminary prospectus, offering circular or other document incident to any such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party, for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, but, in the case of clause (ii) above, only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in reliance upon and contained in written information furnished to the Company by an instrument furnished by such Holder or controlling person or their agent and stated to be specifically for use therein; provided, however, that the foregoing indemnity is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any person, if a copy of the final prospectus or an amended or supplemented prospectus, as applicable, was not furnished by the Company to such Holder or underwriter within the time period required by the Securities Act, and if the final prospectus, as amended or supplemented, as applicable, would have cured the defect giving rise to the loss, liability, claim or damage; provided, that in no event will any indemnity under this Section 8(b) exceed the gross proceeds from the sale of Registrable Securities received by such Holder.

(c)  Each Indemnified Party shall give written notice to the Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that (i) counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense, (ii) that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action, and then only to the extent that such Indemnifying Party is materially prejudiced, and (iii) that the Indemnifying Party shall not assume the defense for matters as to which, in the reasonable opinion of counsel retained by the Indemnified Party, there is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation and a covenant not to ▇▇▇ or (ii) includes admission of fault by the Indemnified Party. The indemnification required by this Section 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

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(a)  Make and keep public information available, as those terms are understood and defined in Rule 144; and

(b)  File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.

(a)  if to a Holder, to the address or facsimile number provided under the name of each such Holder on the signature pages hereto or at such other address as any Holder shall have furnished to the Company.

(b)  if to the Company, to:

Palm, Inc.

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Executive Vice President

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Lin	da M. Their and J. Jay Their

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BR	ADFORD CAPITAL PARTNERS

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WP	W III CAPITAL LIMITED PARTNERSHIP

c/o	Skye Management, Inc.,

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CO	RNERSTONE CAPITAL ADVISORS LTD.

PR	OFIT SHARING RETIREMENT PLAN

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TH	INAIR-PHOENIX PARTNERS, L.P.

c/o	Cornerstone Capital Advisers Ltd.,

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SA	FEGUARD 2000 CAPITAL, L.P.

c/o	Safeguard Scientifics, Inc.,

800	The Safeguard Building

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