Universal Access Global Holdings Inc. Common Stock Certificate and Rights Agreement Reference

Summary

This document certifies that the named holder owns fully paid shares of common stock in Universal Access Global Holdings Inc., a Delaware corporation. The shares are transferable only on the company’s books by the holder or an authorized agent upon proper endorsement. The certificate also references certain rights under a Rights Agreement with Wells Fargo Bank Minnesota, N.A., which may affect the shares under specific circumstances. A copy of the Rights Agreement is available upon request. The certificate must be properly registered and countersigned to be valid.

EX-4.1 3 a2074067zex-4_1.txt EXHIBIT 4.1 1 Exhibit 4.1 COMMON SHARES COMMON SHARES NUMBER SHARES [UNIVERSAL ACCESS GLOBAL HOLDINGS INC. LOGO] CUSIP 902580 10 9 SEE REVERSE FOR DEFINITIONS UNIVERSAL ACCESS GLOBAL HOLDINGS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF UNIVERSAL ACCESS GLOBAL HOLDINGS INC. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the Corporation has caused this Certificate to be executed and attested to by the manual or facsimile signatures of its duly authorized officers, under a facsimile of its corporate seal to be affixed hereto. Dated: [SEAL] /s/ Scott D. Fehlan /s/ Patrick C. Shutt SECRETARY PRESIDENT COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK MINNESOTA, N.A. TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE 2 UNIVERSAL ACCESS GLOBAL HOLDINGS INC. Upon request the Corporation will furnish any holder of shares of Common Stock of the Corporation, without charge, with a full statement of the powers, designations, preferences, and relative, participating, optional or other special rights of any class or series of capital stock of the Corporation, and the qualifications, limitations or restrictions of such preference and/or rights. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- Custodian --------------------------------- (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ___________________________ hereby sell, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- - --------------------------------------- ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________ Shares of Common Stock represented by this Certificate, and does hereby irrevocably constitute and appoint ______________________________________________________________________ Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated X -------------------------------- --------------------------------- THE SIGNATURE TO THIS ASSIGNMENT In presence of MUST CORRESPOND WITH THE NAME AS NOTICE: WRITTEN UPON THE FACE OF THE X CERTIFICATE IN EVERY PARTICULAR, ------------------------------------ WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. By ----------------------------------- THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN UNIVERSAL ACCESS, INC. AND WELLS FARGO BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, DATED AS OF JULY 31, 2000 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE RIGHTS, DUTIES AND OBLIGATIONS OF UNIVERSAL ACCESS, INC. UNDER THE RIGHTS AGREEMENT HAVE BEEN ASSUMED BY UNIVERSAL ACCESS GLOBAL HOLDINGS INC., AND A COPY OF THE RIGHTS AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF UNIVERSAL ACCESS GLOBAL HOLDINGS INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. UNIVERSAL ACCESS GLOBAL HOLDINGS INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.