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EXHIBIT 4.1




AMENDMENT NO. 1

TO

RIGHTS AGREEMENT




     This Amendment No. 1 (the “Amendment”) to the Rights Agreement dated as of June 11, 2003 (the
“Rights Agreement”) by and between Mobility Electronics, Inc. (the “Company”) and Computershare
Trust Company, Inc. (the “Rights Agent”), is entered into
as of the                      day of                     , 2006.
Capitalized terms not otherwise defined herein shall have the respective meanings given to them in
the Rights Agreement.


RECITALS




     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company to amend the Rights Agreement as set forth herein; and



     WHEREAS, the Company has requested that the Rights Agreement be amended in accordance with
Section 27 of the Rights Agreement, as set forth herein, and the Rights Agent is willing to amend
the Rights Agreement as set forth herein;


AGREEMENT




     NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:




	 	1.	 	The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby
amended and restated to read in its entirety as follows:






“ ‘Acquiring Person’ shall mean any Person (as such term is hereinafter defined) who or
which, together with all Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter
defined) of 15% or more of the shares of Common Stock then outstanding, but shall not
include the Company, any Subsidiary (as such term is hereinafter defined) of the
Company, any employee benefit plan of the Company or any Subsidiary of the Company, or
any entity holding shares of Common Stock for or pursuant to the terms of any such
plan.




Notwithstanding the foregoing:




     (i) no Person shall become an “Acquiring Person” as the result of an
acquisition of shares of Common Stock by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the shares of Common Stock then outstanding;
provided, however, that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding as a result of any such
acquisition of shares of Common Stock by the Company and shall, after such
acquisition of shares by the Company, become the Beneficial Owner of
any additional shares of Common Stock (other than as a result of a stock dividend, stock split or
similar transaction effected by the



 









 






Company in which all holders of Common Stock
are treated equally), then such Person shall be deemed to be an “Acquiring Person”
hereunder;




     (ii) no Person who, alone or together with all Affiliates and Associates of
such Person, was, at the time of the public announcement by the Company of the
declaration by its Board of Directors on June 11, 2003 of the dividend distribution
of the Rights, the Beneficial Owner of 15% or more of the Common Stock then
outstanding shall be deemed to have become an Acquiring Person unless and until
such time as such Person or any Affiliate or Associate of such Person thereafter
becomes the Beneficial Owner of any additional Common Stock (other than as a result
of a stock dividend, stock split or similar transaction effected by the Company in
which all holders of Common Stock are treated equally);




     (iii) if the Board determines in good faith that a Person who would otherwise
be an “Acquiring Person” (as defined above) pursuant to the provisions of
subparagraph (i) above, has become such inadvertently, and such Person has divested
or divests as promptly as practicable a sufficient number of share of Common Stock
so that such Person would no longer be an “Acquiring Person,” then such Person
shall not be deemed to be or to have become an “Acquiring Person” for any purpose
of this Agreement; and




     (iv) Adage Capital Partners GP, L.L.C., a Delaware limited liability company,
together with all of its Affiliates and Associates (“Adage”), shall not be deemed
an “Acquiring Person” until such time that Adage becomes the Beneficial Owner of
20% or more of the shares of the Company’s Common Stock then outstanding.”




	 	2.	 	Except as amended hereby, the Rights Agreement shall remain unchanged and shall
remain in full force and effect.
	 
	 	3.	 	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 respective
duly authorized representatives as of the date first above written.



	 	 	 	 	 	 	 
	MOBILITY ELECTRONICS, INC.	 	 
	 
	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 	 
	 

	 	 	 	 
	Title:	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	COMPUTERSHARE TRUST COMPANY, INC.
	 
	 	 	 	 	 	 
	By: 
	 	 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 	 
	 

	 	 	 	 	 
	Title:	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	Name:	 	 	 	 	 
	 

	 	 	 	 	 
	Title: