Exhibit
4.1


 


	
  COMMON SHARES

  NUMBER

  	
   

  	
   

  	
   

  	
  COMMON SHARES

  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [UNIVERSAL ACCESS GLOBAL
  HOLDINGS INC. LOGO]

  	
  CUSIP 91336M 20 4

  SEE REVERSE FOR

  CERTAIN 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/ Randall R. Lay

  
	
  SECRETARY

  	
   

  	
  PRESIDENT AND CHIEF
  EXECUTIVE OFFICER

  



 


COUNTERSIGNED AND
REGISTERED:


WELLS FARGO BANK
MINNESOTA, N.A.


TRANSFER AGENT AND
REGISTRAR


	
  BY

  	
   

  	
  AUTHORIZED SIGNATURE

  	
   

  



 


 

















 


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 preferences 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 sells, 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

  	
   

  
	
  In presence of

  	
  NOTICE:

  	
  THE SIGNATURE TO THIS
  ASSIGNMENT

  MUST CORRESPOND WITH THE NAME AS

  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.