Third Amendment, effective as of January 14, 2007, amends the terms of the
Warrant Purchase Agreement by and between Streicher Mobile Fueling, Inc., a
Florida corporation (the “Company”), and the undersigned Purchasers dated June
30, 2006 (the “Agreement”) and of the Stock Purchase Warrants issued in
connection with the Agreement (the “Warrants”).
the Company and the Purchasers entered into the Agreement pursuant to which
Warrants were issued to the Purchasers, and the Warrants by their terms expire
on September 28, 2006, unless sooner exercised (the “Exercise Period”);
the Company and the Purchasers by an Amendment to Warrant Purchase Agreement
Stock Purchase Warrant dated September 28, 2006 extended the Exercise Period
the Warrants to November 30, 2006 and correspondingly extended the suspension
the Company’s obligation to make principal payments on the Notes (as that term
is defined in the Agreement); and
the Company and the Purchasers by a Second Amendment to Warrant Purchase
Agreement and Stock Purchase Warrant dated November 29, 2006 extended the
Exercise Period for the Warrants to January 15, 2007 and correspondingly
extended the suspension of the Company’s obligation to make principal payments
on the Notes; and
the Company and the Purchasers wish now to further extend the Exercise Period
for the Warrants to February 14, 2007 and to agree that the Company will pay
previously suspended payments; and
the Company and the Purchaser wish now to add a provision for the limitation
exercise of the Warrants by the Purchasers.
THEREFORE, in consideration of the mutual covenants and agreements contained
the Warrants and the Agreement and hereinafter set forth, the parties hereby
alter, modify and amend the Warrants and the Agreement as follows.
Exercise Period for each of the Warrants is extended to February 14,
Company agrees to pay the next scheduled principal payment on the January Notes
(as that term is defined in the Agreement) on January 24, 2007, and to pay
August 28, 2006 suspended principal payments for the August Notes (as that
is defined in the Agreement) together with the next scheduled principal payment
on February 28, 2007.
event shall the Purchasers be entitled to exercise any portion of the Warrants
in excess of that portion of the Warrants upon conversion of which the sum
(a) the number of shares of Common Stock beneficially owned by the Purchasers
and their affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unexercised portion of the
Warrants or the unexercised or unconverted portion of any other security of
Company subject to a limitation on conversion or exercise analogous to the
limitations contained herein) and (b) the number of shares of Common Stock
issuable upon the exercise of the portion of the Warrants with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by the Purchasers and their affiliates of more than 9.99% of the
outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulations 13D-G thereunder, except as otherwise provided in
clause (a) of such proviso.
expressly stated in this Amendment, the terms and conditions of the Warrants
the Agreement shall remain in all respects unchanged.
WITNESS WHEREOF, the parties hereto have caused these Amendments to be duly
executed as of the date first above set forth.
MOBILE FUELING, INC.
E. Gathright, President and CEO
CAPITAL MANAGEMENT, L.P.
CAPITAL MANAGEMENT B, L.P.