Joinder Agreement between Del Global Technologies Corp. and Continental Stock Transfer & Trust Company (June 27, 2007)

 Exhibit 4.1 JOINDER AGREEMENT JOINDER AGREEMENT, dated as of June 27, 2007, by and between Del Global Technologies Corp., a New York Corporation (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation ("Continental"). W I T N E S S E T H WHEREAS, the Company appointed Continental as the transfer agent for the Company's stock effective as of June 1, 2007; WHEREAS, in connection with the appointment of Continental as the Company's transfer agent, the Company also appointed Continental as the Company's Warrant Agent, as such term is defined in that certain Warrant Agreement, dated as of March 23, 2002 (the "Warrant Agreement") between the Company and Mellon Investor Services LLC ("Mellon"); WHEREAS, pursuant to the Warrant Agreement it is a condition for any successor Warrant Agent to deliver to the predecessor Warrant Agent an instrument accepting such appointment under substantially the same terms and conditions contained in the Warrant Agreement and that such predecessor Warrant Agent shall then cease to act as the Company's Warrant Agent; and WHEREAS, in connection with the appointment of Continental as the Company's transfer agent, the Company also appointed Continental as the Company's Rights Agent, as such term is defined in that certain Rights Agreement, dated as of January 22, 2007 (the "Rights Agreement") between the Company and Mellon, and that the predecessor Rights Agent then ceased to act as the Company's Rights Agent. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows: Section 1. JOINDER. Effective as of July 27, 2007: (a) Continental is joined as a party to the Warrant Agreement as the Warrant Agent, to become vested with the rights, powers, duties, and responsibilities of the Warrant Agent as if originally named as Warrant Agent, to act on behalf of the Company in accordance with the instructions set forth in the Warrant Agreement. (b) Continental is joined as a party to the Rights Agreement as the Rights Agent, to become vested with the rights, powers, duties, and responsibilities of the Rights Agent as if originally named as Rights Agent, to act as rights agent for the Company in accordance with the terms and conditions set forth in the Rights Agreement. Section 2. GOVERNING LAW. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, except that body of law relating to choice of laws. 1  Section 3. SUCCESSORS AND ASSIGNS. This Joinder Agreement shall be binding upon the parties hereto and their respective successors and assigns (which become such by operation of law), legal representatives and heirs. Section 4. MODIFICATION. Neither this Joinder Agreement nor any provision hereof may be modified, changed, discharged or terminated except by the written agreement of each of the parties hereto. Section 5. SEVERABILITY. In the event that any one or more of the provisions contained in this Joinder Agreement shall, for any reason, be held to be valid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provisions of this Joinder Agreement. Section 6. INJUNCTIVE RELIEF. The parties hereto acknowledge and agree that a remedy at law for any breach or threatened breach of the provisions of this Joinder Agreement would be inadequate and, therefore, agree that each party hereto shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; PROVIDED, HOWEVER, that nothing contained herein shall be construed as prohibiting any party hereto from pursuing any other rights and remedies available for any such breach or threatened breach. Section 7. COUNTERPARTS. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Section 8. ENTIRE AGREEMENT. This Joinder Agreement, the Warrant Agreement and the Rights Agreement supersede all previous agreements among the parties hereto with respect to the subject matter hereof. Section 9. NOTICES. Any notice, demand or request required or permitted to be given under the provisions of this Joinder Agreement (i) shall be in writing; (ii) shall be delivered personally, including by means of telecopy (confirmed by a subsequent delivery by courier or mail) or courier, or mailed by registered or certified mail, postage prepaid and return receipt requested; (iii) shall be deemed given on the date of personal delivery or on the date that is five days after the date set forth on the return receipt; and (iv) shall be delivered or mailed as follows or to such other address as any party may from time to time direct: if to the Company, to it at Del Global Technologies Corp. 11550 West King Street Franklin Park, IL 60131 Attention: Chief Executive Officer with a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP 55 Park Avenue Tower 65 East 55th Street New York, NY 10022 Attention: Jeffrey Spindler, Esq. 2  or if to Continental to it at: Continental Stock Transfer & Trust Company 17 Battery Place, 8th Floor, New York, NY, 10004 Attention: William Seegraber IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the day and year first above written. DEL GLOBAL TECHNOLOGIES CORP. By: /s/ Mark A. Zorko ----------------------------------- Name: Mark A. Zorko Title: Chief Financial Officer CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: /s/ Michael G. Mullings ----------------------------------- Name: Michael G. Mullings Title: Vice President 3