NEITHER THE WARRANTS EVIDENCED BY THIS WARRANT
CERTIFICATE NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF SUCH WARRANTS HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. NEITHER SUCH
WARRANTS NOR SUCH UNDERLYING SHARES MAY BE SOLD OR
OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
50,000 Warrants
Void after 5:00 p.m. New York City time on December 28, 2005
WARRANT TO PURCHASE COMMON STOCK
OF
DEL GLOBAL TECHNOLOGIES CORP.
This warrant certificate ("Warrant Certificate") certifies
that, for value received, UBS Capital Sp.A. or registered assigns (the "Warrant
Holder") is the owner of the number of warrants (each, a "Warrant") specified
above, each of which entitles the holder thereof to purchase, at any time on or
before the Expiration Date, as hereinafter defined, one fully paid and
non-assessable share ("Share") of the common stock, par value $.10 per share
(the "Common Stock"), of Del Global Technologies Corp., a New York corporation
(the "Company"), at the Exercise Price as provided below, payable in lawful
money of the United States of America in cash or by check or a combination of
cash and check, subject to adjustment as hereinafter provided.
1. Warrant; Exercise Price; Payout Amount.
--------------------------------------
1.1. Each Warrant shall entitle the Warrant
Holder the right to purchase one Share of Common Stock of the Company
(individually, a "Warrant Share"; severally, the "Warrant Shares") in the six
year period terminating on December 28, 2005.
1.2. The purchase price payable upon exercise of
each Warrant("Exercise Price") shall be 7 15/16 DOLLARS ($7.9375), subject to
adjustment as hereinafter provided. The Exercise Price and number of Warrants
evidenced by each Warrant Certificate are subject to adjustment as provided in
Section 7 hereof.
2. Exercise of Warrant; Expiration Date.
-------------------------------------
2.1. This Warrant Certificate is exercisable, in
whole or from time to time in part, at the option of the Warrant Holder, at any
time after the date of issuance and on or before the Expiration Date, upon
surrender of this Warrant Certificate to the Company together with a duly
completed exercise form and payment of the Exercise Price. In the case of
exercise of less
03\279\war-ubs.03.wpd
1
than all the Warrants represented by this Warrant Certificate, the Company shall
cancel the Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate for the balance of such Warrants.
2.2. The term "Expiration Date" shall mean 5:00
p.m. New York City time on December 28, 2005, or if such date shall in the State
of New York be a holiday or a day on which banks are authorized to close, then
5:00 p.m. New York City time the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close, or in the
event of any merger, consolidation, or sale of all or substantially all the
assets of the Company as an entirety resulting in any conversion of the Common
Stock or distribution to the Company's stockholders prior to the Expiration
Date, the Warrant Holder shall have the right to exercise this Warrant
commencing at such time through the Expiration Date into the kind and amount of
shares of stock and other securities and property (including cash) receivable by
a holder of the number of shares of Common Stock into which this Warrant might
have been exercisable immediately prior thereto.
3. Registration and Transfer on Company Books.
------------------------------------------
3.1. The Company shall maintain books and records
for the registration and transfer of Warrant Certificates.
3.2. Prior to due presentment for registration of
transfer of this Warrant Certificate, the Company may deem and treat the
registered holder as the absolute owner thereof.
3.3. The Company shall register upon its books
any transfer of a Warrant Certificate upon surrender of same to the Company
accompanied by a written instrument of transfer duly executed by the registered
holder. Upon any such registration of transfer, new Warrant Certificate(s) shall
be issued to the transferee(s) and the surrendered Warrant Certificate shall be
canceled by the Company. A Warrant Certificate may also be exchanged, at the
option of the holder, for new Warrant Certificates representing in the aggregate
the number of Warrants evidenced by the Warrant Certificate surrendered.
4. Reservation of Shares. The Company covenants that it
will at all times reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon exercise of the Warrants, such number of
shares of Common Stock as shall then be issuable upon the exercise of all
outstanding Warrants. The Company covenants that all shares of Common Stock
which shall be issuable upon exercise of the Warrants shall be duly and validly
issued and fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof, and that upon issuance such shares
shall be listed on each national securities exchange, if any, on which the other
shares of outstanding Common Stock of the Company are then listed.
5. Exchange, Transfer, Assignment, Loss or Mutilation
of Warrant Certificate. This Warrant Certificate is exchangeable, without
expense, at the option of the Warrant Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other Warrant Certificates of different denominations entitling the holder
thereof to purchase in the aggregate the same number of shares of Common Stock
03\279\war-ubs.03.wpd
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purchasable hereunder. This Warrant Certificate may be transferred or assigned
by the Warrant Holder upon surrender of this Warrant Certificate to the Company
at its principal office or at the office of its transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax. Upon such surrender the Company shall, without charge, execute and
deliver a new Warrant Certificate in the name of the assignee named in such
instrument of assignment and this Warrant Certificate shall be promptly
canceled. This Warrant Certificate may be divided or combined with other warrant
certificates which carry the same rights upon presentation hereof at the
principal office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in
which new Warrant Certificates are to be issued and signed by the Warrant Holder
hereof. The term "Warrant Certificate" as used herein includes any Warrant
Certificates into which this Warrant Certificate may be divided or exchanged.
Upon receipt by the Company of reasonable evidence of the ownership of and the
loss, theft, destruction or mutilation of this Warrant Certificate and, in the
case of loss, theft or destruction, of indemnity reasonably satisfactory to the
Company, or, in the case of mutilation, upon surrender and cancellation of the
mutilated Warrant Certificate, the Company shall execute and deliver in lieu
thereof a new Warrant Certificate of like tenor and date representing an equal
number of Warrants.
6. Rights of the Holder. The Warrant Holder shall not,
by virtue hereof, be entitled to any voting or other rights of a stockholder in
the Company, either at law or equity, and the rights of the Warrant Holder are
limited to those expressed in this Warrant Certificate and are not enforceable
against the Company except to the extent set forth herein.
7. Adjustment of Exercise Price and Number of Shares
Deliverable. The Exercise Price and the number of shares of Common Stock
purchasable pursuant to each Warrant shall be subject to adjustment from time to
time as hereinafter set forth in this Section 7:
(a) In case the Company shall (i) declare a
dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock,
(ii) subdivide or reclassify its outstanding shares
of Common Stock into a greater number of shares, or
(iii) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares, the
Exercise Price in effect at the time of the record
date for such dividend or distribution or of the
effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall
equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of
which shall be the number of shares of Common Stock
outstanding after giving effect to such action, and
the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such
action. Such adjustment shall be made successively
whenever any event listed above shall occur.
(b) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted pursuant to
Subsection (a) above, the number of Shares
purchasable upon exercise of each Warrant shall
simultaneously be adjusted by multiplying (x) the
number of Shares issuable upon exercise of a Warrant
03\279\war-ubs.03.wpd
3
immediately prior to the event requiring adjustment
pursuant to Subsection (a) above by (y) the Exercise
Price in effect immediately prior to such event and
dividing the product so obtained by the Exercise
Price, as adjusted.
(c) Notwithstanding the provisions of
Subsections (a) and (b) of this Section 7, no
adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such
price; provided, however, that any adjustments which
by reason of this Subsection (c) are not required to
be made shall be carried forward and taken into
account in any subsequent adjustment required to be
made hereunder. All calculations under this Section 7
shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.
Anything in this Section 7 to the contrary
notwithstanding, the Company shall be entitled, but
shall not be required, to make such reductions in the
Exercise Price, in addition to those required by this
Section 7, as it shall determine, in its sole
discretion, to be advisable in order that any
dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination
of Common Stock hereafter made by the Company, shall
not result in any Federal income tax liability to the
holders of Common Stock or securities convertible
into Common Stock (including the Warrants).
(d) Whenever the Exercise Price is adjusted
as herein provided, the Company shall promptly, but
in any case within ten (10) days, cause a notice
setting forth the adjusted Exercise Price and
adjusted number of Shares issuable upon exercise of
each Warrant and, if requested by the Warrant Holder,
information describing the transactions giving rise
to such adjustments, to be mailed to the Warrant
Holders at their last addresses appearing in the
books and records of the Company, and shall cause a
certified copy thereof to be mailed to its transfer
agent, if any. In addition, within thirty (30) days
of the end of the Company's fiscal year next
following any such adjustment, the Company shall, at
its expense, deliver to the Warrant Holders a
certificate of a firm of independent certified public
accountants selected by the Board of Directors (who
may be the regular accountants employed by the
Company) to verify the computation required by this
Section 7.
(e) In the event that at any time, as a
result of an adjustment made pursuant to Subsection
(a) above, the Warrant Holder of this Warrant
thereafter shall become entitled to receive any
shares of the Company, other than Common Stock,
thereafter the number of such other shares so
receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to
the provisions with respect to the Common Stock
contained in Subsections (a) to (c), inclusive,
above.
03\279\war-ubs.03.wpd
4
(f) Irrespective of any adjustments in the
Exercise Price or the number or kind of securities
purchasable upon exercise of the Warrants, this
Warrant Certificate may continue to evidence the
Warrants as so adjusted.
(g) If at any time after the date of this
Warrant, the Company shall distribute to the holders
of its Common Stock, (i) securities, other than
shares of Common Stock, or (ii) property, other than
cash dividends paid in conformity with past practice,
with respect to Common Stock, then, and in each such
case, the Warrant Holder, upon exercise of this
Warrant, shall be entitled to receive the securities
and property which the Warrant Holder would have
received upon such distribution had it been the
holder of the number of shares of Common Stock which
the Warrant Holder was entitled to purchase pursuant
to the terms of this Warrant as of the date of such
distribution.
8. Fractional Shares. No certificate for fractional Shares
shall be issued upon the exercise of the Warrants. With respect to any fraction
of a Share called for upon any exercise hereof, the Company shall pay to the
Warrant Holder an amount in cash equal to such fraction calculated to the
nearest cent multiplied by the current market value of a Share, determined as
follows:
(a) If the Common Stock is listed on a
national securities exchange or admitted to unlisted
trading privileges on such exchange or listed for
trading on the NASDAQ system, the current market
value of a Share shall be the last reported sale
price per Share of the Common Stock on such exchange
or system on the last business day prior to the date
of exercise of this Warrant or if no such sale is
made on such day, the average of the closing bid and
asked prices per Share for such day on such exchange
or system; or
(b) If the Common Stock is not so listed or
admitted to unlisted trading privileges, the current
market value of a Share shall be the mean of the last
reported bid and asked prices per Share reported by
the National Quotation Bureau, Inc. on the last
business day prior to the date of the exercise of
this Warrant; or
(c) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and
asked prices are not so reported, the current market
value of a Share shall be an amount, not less than
book value thereof, as at the end of the most recent
fiscal year of the Company ending prior to the date
of the exercise of the Warrant, determined in such
reasonable manner as may be prescribed by the Board
of Directors of the Company.
9. Officer's Certificate. Whenever the Exercise Price
shall be adjusted as required by the provisions of Section 7 hereof, the Company
shall forthwith file in the custody of
03\279\war-ubs.03.wpd
5
its Secretary or Assistant Secretary at its principal office and with its stock
transfer agent, if any, an officer's certificate showing the adjusted Exercise
Price as herein provided setting forth in reasonable detail the facts requiring
such adjustment, including a statement of the number of additional shares of
Common Stock, if any, and such other facts as shall be necessary to show the
reason for and the manner of computing such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to Section
2, and the Company shall, forthwith after each such adjustment, mail a copy by
certified mail of such certificate to the Warrant Holder or any such holder.
10. Notices to Warrant Holders. So long as this Warrant shall
be outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock; or (ii) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any shares of any
class or any other rights; or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then, in any such case, the Company shall
cause to be mailed by certified mail to the Warrant Holder, at least fifteen
days prior to the date specified in (x) or (y) below, as the case may be, a
notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any, which is to be fixed, as of which the
holders of Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
11. Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
all of substantially all of the property of the Company, the Company shall, as a
condition precedent to such transaction, cause effective provisions to be made
so that the Warrant Holder shall have the right thereafter by exercising this
Warrant at any time prior to the expiration of the Warrant, to purchase the kind
and amount of shares of stock and other securities and property receivable upon
such reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section 11 shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
03\279\war-ubs.03.wpd
6
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (a) of Section 7 hereof.
12. Voluntary Adjustment by the Company. The Company may, at
its option, at any time during the term of the Warrants, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company and/or extend the date of the expiration of the Warrants.
13. Registration Under the Securities Act of 1933.
---------------------------------------------
The Warrant Holder shall be entitled to the following
registration rights.
(a) Demand Rights. The Company covenants and
agrees with the Warrant Holder that, during the
period commencing on the date hereof and ending on
the Expiration Date, within 45 days after receipt of
a written request from the Warrant Holder, or a
majority of holders if there is more than one holder,
that he desires and intends to transfer all or a
portion of the Warrant Holder's Shares under such
circumstances that a public offering, within the
meaning of the Securities Act of 1933, as amended
(the "Act"), will be involved, the Company shall file
with the Securities and Exchange Commission (the
"Commission") with all deliberate speed a
Registration Statement on Form S-3 (or any successor
thereto), or if not eligible for the use of Form S-3,
any other form, covering all such securities and use
its best efforts to cause such Registration Statement
with respect to such securities to become effective
under the Act. The Company shall not be required to
comply with more than one request for registration
pursuant to this Subsection 13(a). The Company need
not comply with any request for registration pursuant
to this Subsection 13(a) if at such time the Company
would be required to use, in connection with the
filing of the Registration Statement, pursuant to the
requirements of the Act and the rules and regulations
of the commission thereunder, audited financial
statements as of a date other than the end of a
fiscal year of the Company. If the Company includes
Shares to be sold by it in any registration requested
pursuant to this Subsection 13(a), such registration
shall be deemed to have been a registration under
Subsection 13(b).
(b) Piggyback Rights. If at any time after
the date hereof, the Company shall propose to file a
registration statement ("Registration Statement")
under the Act, other than a reorganization or an
offering pursuant to a stock option or other employee
benefit plan or an offering on Form S-4 or S-5 (or
any successor forms thereto) relating to an
acquisition of another corporation, then, during the
period commencing on the date hereof and terminating
on the Expiration Date, and subject to paragraph (3)
of this Subsection 13(b), the Company shall in each
case deliver written
03\279\war-ubs.03.wpd
7
notice thereof to the Holder of this Warrant or of
the Warrant Shares and/or any then holder of Warrants
or Warrant Shares (such persons being collectively
referred to herein as "holders") at least fifteen
days before the anticipated filing date. Such notice
shall offer to each holder the option to include
Warrant Shares in such Registration Statement,
subject to the conditions set forth in this
Subsection 13(b); provided, however, that the Company
shall be under no obligation to register Warrant
Shares of any holder if in the opinion of counsel to
such holder no registration under the Act is required
with respect to a public disposition of such Warrant
Shares.
(1) Should a holder desire to have
any Warrant Shares registered under this Subsection
13(b), such holder shall so advise in writing no
later than fifteen days after the date of receipt by
the holder of the Company's written notice, setting
forth the number of such Warrant Shares for which
registration is requested. Subject to paragraph (3)
of this Subsection 13(b), the Company shall thereupon
include in such Registration Statement such Warrant
Shares.
(2) Neither the giving of notice by
the Company nor any request by any holders to
register Warrant Shares pursuant to this Subsection
13(b) shall in any way obligate the Company to file
any such Registration Statement, and notwithstanding
the filing of such Registration Statement, the
Company may, at any time prior to the effective date
thereof, determine not to offer the securities to
which such registration relates and/or withdraw the
Registration Statement from the Commission, without
liability of the Company to any holders.
(3) If the securities covered by
such Registration Statement are to be sold by
underwriters in an underwritten public offering
(including, without limitation, a so-called "best
efforts" undertaking by an underwriter), the Company
shall use its best efforts to cause the managing
underwriter, if any, of a proposed offering to grant
a request by a holder that Warrant Shares be included
in the proposed offering on terms and conditions
which are customary industry practice for such
underwriter under the existing circumstance, provided
that any Warrant Shares to be sold by holders
pursuant to this Subsection 13(b), shall be sold or
distributed in a manner identical to the manner in
which the securities which are the subject of such
Registration Statement are to be sold or distributed.
Notwithstanding the foregoing, if any such managing
underwriter shall advise the Company in writing that,
in good faith and in its reasonable opinion, the
distribution of Warrant Shares requested to be
included in the Registration Statement concurrently
with the securities being registered by the Company
would adversely affect the distribution of such
securities by such underwriters, the Company shall
give notice of such determination to the holders
requesting registration, and the number of Warrant
Shares proposed to be offered by the holders and any
other persons (other than
03\279\war-ubs.03.wpd
8
the Company) shall be reduced pro rata (as specified
by the Company in such notice) to aggregate a
quantity of Warrant Shares (so specified) which said
managing underwriter shall not consider excessive.
(4) The rights of holders to have
their Warrant Shares be included in any Registration
Statement pursuant to the provisions of this
Subsection 13(b), shall be subject to the condition
that the holders requesting registration shall
furnish to the Company in writing such information
and documents as may be reasonably required to
properly prepare and file such Registration Statement
in accordance with applicable provisions of the Act.
(5) The Company shall bear the
entire cost and expense of any registration of
securities initiated by it notwithstanding that
Warrant Shares may be included in any such
registration. Any holder whose Warrant Shares are
included in any such registration statement pursuant
to this Subsection 13(b) shall, however, bear the
fees of his own counsel and any registration fees,
transfer taxes or underwriting discounts or
commissions applicable to the Warrant Shares sold by
him pursuant thereto.
(c) Indemnification. (i) The Company shall
indemnify and hold harmless each such holder and each
underwriter, within the meaning of the Act, who may
purchase from or sell for any such holder any Warrant
Shares (each, an "Indemnified Person") from and
against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement or any post-effective
amendment thereto or any registration statement under
the Act or any prospectus included therein required
to be filed or furnished by reason of this Section 13
or caused by 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, except insofar as such losses,
claims, damages or liabilities are caused by any such
untrue statement or alleged untrue statement or
omission or alleged omission based upon information
furnished or required to be furnished in writing to
the Company by such holder or underwriter expressly
for use therein, which indemnification shall include
each person, if any, who controls any such
underwriter within the meaning of such Act; provided,
however, that the Company shall not be obliged so to
indemnify any such holder, underwriter or controlling
person unless such holder, underwriter or controlling
person shall at the same time indemnify the Company,
its directors, each officer signing the related
registration statement and each person, if any, who
controls the Company within the meaning of such Act,
from and against any and all losses, claims, damages
and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained
in any registration statement or any prospectus
required to be filed or furnished by reason of this
Section 13 or caused by any omission or alleged
omission to state
03\279\war-ubs.03.wpd
9
therein a material fact required to be stated therein
or necessary to make the statements therein not
misleading, insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or
alleged untrue statement or omission or alleged
omission based upon information furnished or required
to be furnished in writing to the Company by any such
holder, underwriter or controlling person expressly
for use therein.
(ii) The holders registering Warrant
Shares pursuant to this Warrant Certificate shall
indemnify and hold harmless the Company, its
directors and officers, and each person, if any, who
controls the Company within the meaning of either
Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), to
the same extent as the indemnity from the Company to
each Indemnified Person set forth in paragraph (i) of
this Subsection (c), but only with respect to
information relating to such Indemnified Person
furnished in writing by such Indemnified Person to
the Company expressly for use in the Registration
Statement or related Prospectus (preliminary or
final), or any amendment or supplement thereto. In
case any action or proceeding shall be brought
against the Company or its directors or officers or
any such controlling person, in respect of which
indemnity may be sought against a holder, each shall
have the rights and duties given to the Company and
the Company or its directors or its officers or its
controlling persons each shall have the rights and
duties given to a holder by this Subsection (c).
(iii) In order to provide for just
and equitable contribution in circumstances in which
the indemnification provided for in this Subsection
13(c) is due in accordance with its terms but is, for
any reason, held by a court to be unavailable, the
Company and the holders shall contribute to the
aggregate losses, claims, damages and liabilities
(including reasonable legal or other expenses
incurred in connection with investigation or
defending of same) to which the Company and the
holders may be subject based on their comparative
fault; provided, however, that no holder shall have
any liability hereunder in excess of the gross
proceeds realized by such holder from the sale by it
of the Warrant Shares to which the third party claim
relates; provided, further, however, that no person
who has committed an intentional misrepresentation
shall be entitled to contribution from any person who
has not committed an intentional misrepresentation.
For the purposes of this paragraph (iii) any person
controlling, controlled by or under common control
with the holders, or any partner, director, officer,
employee, representative or agent of any thereof,
shall have the same rights to contribution as the
holders, and each person who controls the Company
within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, each officer and each
director of the Company shall have the same rights to
contribution as the Company. Any party entitled to
contribution shall, promptly after receipt of notice
of commencement of any action, suit or proceeding
against such party in respect of which a claim
03\279\war-ubs.03.wpd
10
for contribution may be made against the other party
under this paragraph (iii), notify such party from
whom contribution may be sought, but the omission to
so notify such party shall not relieve the party from
which contribution may be sought from any obligation
it or they may have hereunder or otherwise.
The Company's agreements with respect to Warrant Shares in
this Section 13 shall continue in effect regardless of the exercise and
surrender of this Warrant.
14. Governing Law. This Warrant Certificate shall be governed
by and construed in accordance with the laws of the State of New York without
regard to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed by its officers thereunto duly authorized and
its corporate seal to be affixed herein.
DEL GLOBAL TECHNOLOGIES
CORP.
By:/S/Leonard A Trugman
--------------------
Name: Leonard A. Trugman
Title: Chairman, CEO and President
[SEAL]
Dated: December 28, 1999
Attest:
/S/ Dave Engel
- ---------------------------
David Engel, Vice President
03\279\war-ubs.03.wpd
11
EXERCISE FORM
Dated: ________________, 200_
The undersigned hereby irrevocably elects to exercise the
right to purchase __________ shares of Common Stock covered by this Warrant
according to the conditions hereof and herewith makes payment of the Purchase
Price for such shares in full.
----------------------------------------
Signature [Print Name]
----------------------------------------
(STREET ADDRESS)
----------------------------------------
(CITY) (STATE) (ZIP CODE)
03\279\war-ubs.03.wpd
12
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________________________________
hereby sells, assigns and transfer unto
Name ________________________________________________________________
(Please typewrite or print in bold letters)
Address_______________________________________________________________ the right
to purchase Common Stock represented by this Warrant to the extent of __________
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint _____________________ Attorney, to transfer the same on
the books of the Company with full power of substitution in the premises.
Date _____________, 200_
Signature __________________________
[PRINT NAME
03\279\war-ubs.03.wpd
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