Exhibit 4.6


 


REGISTRATION RIGHTS AGREEMENT


 


AGREEMENT (as
amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”) dated as of July 23, 2003 by and among Universal Access
Global Holdings Inc., a Delaware corporation (the “Company”), CityNet
Telecommunications, Inc. (together with its successors and assigns, “CityNet”)
and each party that executes a Joinder Agreement in the form of Exhibit A
hereto (each a “Joinder Party” and all Joinder Parties, together with CityNet,
individually, for so long as it holds securities of the Company, a
“Stockholder” and, collectively, the “Stockholders”).


 


WITNESSETH


 


WHEREAS, the
Company and CityNet have entered into that certain Stock Purchase Agreement
(the “Purchase Agreement”), dated as of April 7, 2003, pursuant to which,
among other things, which CityNet has agreed to purchase certain shares (the
“Shares”) of Common Stock (as defined below); and


 


WHEREAS, as a
condition to its purchase of the Shares, CityNet has required that the Company enter
into this Agreement which grants the Stockholders certain rights to have their
Registrable Shares (as defined below) registered under the United States
Securities Act of 1933, as amended (the “Securities Act”).


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants and
obligations hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


SECTION 1                                   DEFINITIONS.


 


As used
herein, each of the following terms shall have the meaning set forth or
referred to below:


 


“Affiliate” of
any Person (hereinafter “first Person”) shall mean (i) any other Person who,
directly or indirectly, is in Control of, is Controlled by or is under common
Control with such first Person; (ii) any Person who is a director or executive
officer (as defined in Rule 3b-7 promulgated under the Exchange Act) of such
first Person or any Person described in clause (i) above; or (iii) any Person
who is an Immediate Family Member of any Person described in clause (ii) above.


 


“Agreement”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Business Day”
shall mean any day that is not a Saturday, Sunday or legal holiday on which
banking institutions in the State of New York are authorized or obligated to
close.


 


“CityNet”
shall have the meaning set forth in the first paragraph of this Agreement.


 

















 


“Common Stock”
shall mean common shares (of any class or series), nominal value $0.01 per
share, of the Company, and any stock into which such Common Stock shall have
been changed or any stock resulting from any reclassification of such Common
Stock.


 


“Company”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Control” of a
Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“Controlling” and “Controlled” have meanings correlative to the foregoing.


 


“Delay Period”
shall have the meaning set forth in Section 2.1(d) of this Agreement.


 


“Demand
Notice” shall have the meaning set forth in Section 2.1(a) of this
Agreement.


 


“Demand
Registration” shall have the meaning set forth in Section 2.1(a) of this
Agreement.


 


“Demanding
Holders” shall have the meaning set forth in Section 2.1(a) of this
Agreement.


 


“Exchange Act”
shall mean the United States Securities Exchange Act of 1934, as amended.


 


“Exempted
Registration” shall have the meaning set forth in Section 2.2(a) of this
Agreement.


 


“Hold Back
Period” shall have the meaning set forth in Section 2.3(a) of this
Agreement.


 


“Immediate
Family Member” shall mean a Person’s spouse, parent or lineal descendant
(whether by blood or adoption) or a trust primarily for the benefit of any of
the foregoing.


 


“Inspectors”
shall have the meaning set forth in Section 2.4(j) of this Agreement.


 


“Interruption
Period” shall have the meaning set forth in Section 2.4(k) of this
Agreement.


 


“Losses” shall
have the meaning set forth in Section 3.1 of this Agreement.


 


“NASD” shall
mean the National Association of Securities Dealers, Inc., or any successor
thereof.


 


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“Person” shall
mean any natural person, corporation, limited partnership, limited liability
company, general partnership, joint stock company, joint venture, association,
company, trust, bank, trust company, land trust, business trust or other
organization whether or not a legal entity, and any government or agency or
political subdivision thereof.


 


“Piggyback
Registration” shall have the meaning set forth in Section 2.2(a) of this
Agreement.


 


“Proposing
Holders” shall have the meaning set forth in Section 2.2(b) of this
Agreement.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement (including a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Shares covered by such Registration Statement and all other amendments
and supplements to such prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference in such prospectus.


 


“Purchase
Agreement” shall have the meaning set forth in the recitals of this Agreement.


 


“Records”
shall have the meaning set forth in Section 2.4(j) of this Agreement.


 


“Registrable
Shares” shall mean (i) any shares of Common Stock held by the Stockholder,
including, but not limited to, any shares of Common Stock issued or issuable
upon conversion of shares of preferred stock of the Company, (ii) any shares of
Common Stock issuable to a Stockholder upon the exercise or conversion of any
security or instrument granting such Stockholder the right to purchase shares
of Common Stock, and (iii) any other securities issued and issuable with
respect to any such shares described in clause (i) or (ii) above by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, sale of assets or other reorganization
(it being understood that, for purposes of this Agreement, a Person shall be
deemed to be a holder of Registrable Shares whenever such Person has the right
to acquire or obtain from the Company any Registrable Shares, whether or not
such acquisition has actually been effected), provided, however, that
shares of Common Stock shall cease to be Registrable Shares at the time that
(i) such shares have been sold to or through a broker or dealer or underwriter
in a public distribution or a public securities transaction, or (ii) such
shares have been sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act under Section 4(1)
thereof so that all transfer restrictions and restrictive legends with respect
to such shares are removed upon the consummation of such sale and the seller
and purchaser of such shares shall have received an opinion of counsel for the
Company, which shall be in form and content reasonably satisfactory to the
seller and purchaser and their respective counsel, to the effect that such
shares of Common Stock in the hands of the purchaser are freely transferable
without restriction or registration under the Securities Act in any public or
private transaction.


 


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“Registration”
shall mean registration under the Securities Act of an offering of Registrable
Shares pursuant to a Demand Registration or a Piggyback Registration.


 


“Registration
Statement” shall mean any registration statement of the Company under the
Securities Act that covers any of the Registrable Shares pursuant to the
provisions of this Agreement, including the related Prospectus, all amendments
and supplements to such registration statement (including pre- and
post-effective amendments), all exhibits thereto and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.


 


“SEC” shall
mean the United States Securities and Exchange Commission, or any successor
thereof.


 


“Securities
Act” shall have the meaning set forth in the recitals of this Agreement.


 


“Shares” shall
have the meaning set forth in the recitals to this Agreement.


 


“Stockholder”
and “Stockholders” shall have the meanings set forth in the first paragraph of
this Agreement.


 


“underwritten
registration or underwritten offering” shall mean a registration under the
Securities Act in which securities of the Company are sold to an underwriter
for reoffering to the public.


 


Words used
herein, regardless of the number and gender specifically used, shall be deemed
and construed to include any other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context requires.  The word “or” is not exclusive and the word
“including” means “including without limitation.”  Unless otherwise specified, all accounting terms used in this
Agreement shall be interpreted in accordance with generally accepted accounting
principles in the United States as in effect from time to time, applied on a
consistent basis.


 


SECTION 2                                   REGISTRATION
RIGHTS AND PROCEDURE.


 


2.1.                              Demand
Registration.


 


(a)                                  At
any time, and from time to time, Stockholders holding not less than 25% of the
Registrable Shares, shall have the right, by written notice (the “Demand
Notice”) given to the Company, to request the Company to register under and in
accordance with the provisions of the Securities Act all or any portion of the
Registrable Shares held by such Stockholders (the “Demanding Holders”) the
expected gross proceeds of which (based upon the price per share to be set
forth in the Prospectus relating to such Registration) shall exceed $1 million,
as designated by such Stockholders (a “Demand Registration”).  Upon receipt of any such Demand Notice, the
Company shall promptly, but in no event more than five Business Days after
receipt thereof, notify each other Stockholder of the receipt of such Demand
Notice and, subject to the limitations set forth below, shall include in the
proposed registration all Registrable Shares with respect to which the Company
has received a written request for inclusion therein within 15 Business Days
after delivery of the Company’s notice. 
In connection with any


 


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Demand Registration in which
more than one Stockholder participates, in the event that such Demand
Registration involves an underwritten offering and the managing underwriter or
underwriters participating in such offering advise in writing the Stockholders
participating in such offering that the total amount of securities to be
included in such offering exceeds the amount that can be sold in (or during the
time of) such offering without delaying or jeopardizing the success of such
offering (including the price per share of the securities to be sold), then the
total number or amount of securities to be included in such underwritten
offering shall be reduced to a number deemed satisfactory by such managing
underwriter or underwriters, provided, that the securities to be excluded
shall be determined in the following sequence: 
(i) first, securities proposed by the Company to be sold for its own
account and securities held by holders of securities of the Company other than
Registrable Shares requesting and legally entitled to include such securities
in such registration, on a pro rata basis (based upon the number or
amount of securities requested (or proposed) to be registered by each such
holder and the Company); (ii) second, securities held by holders of Registrable
Shares other than Demanding Holders, on a pro rata basis (based upon the number of
Registrable Shares beneficially held by each such holder); and (iii) third,
securities held by Demanding Holders, on a pro rata basis (based upon the number of
Registrable Shares beneficially held . 
The holders of Registrable Shares shall be entitled to an aggregate of three Demand
Registrations on Form S-1 or Form S-2 (or any similar or successor forms
thereto) and an unlimited number (but no more than one in any six month period)
of Demand Registrations on Form S-3 (or any similar or successor forms
thereto), to the extent the Company meets the requirement for the use thereof,)
pursuant to this Section 2.1; provided, that any Demand Registration
that (x) does not become effective, (y) is not maintained for the time period
required in accordance with Section 2.1(c) hereof, or (z) pursuant to
which the Demanding Holders do not register at least 51% of the Registrable
Shares specified in a Demand Notice, shall not count as one of such Demand
Registrations.


 


(b)                                 The
Company shall use its best efforts to qualify and remain qualified to register
securities on Form S-3) (or any similar orsuccessor forms thereto).


 


(c)                                  Subject
to Section 2.1(d), the Company shall file with the SEC, as soon as practicable,
but in no event more than 45 days after the date on which the Company receives
a Demand Notice given by Demanding Holders in accordance with
Section 2.1(a) hereof, and the Company shall thereafter cause to be
declared effective as promptly as practicable, a Registration Statement on the
appropriate form for the registration and sale, in accordance with the intended
method or methods of distribution, of the total number of Registrable Shares
specified by the Demanding Holders in such Demand Notice together with any
other Registrable Shares with respect to which the Company has received a
written request for inclusion in accordance with Section 2.1(a) hereof,
subject to reduction as set forth in Section 2.1(a) hereof.


 


(d)                                 The
Company shall use best efforts to keep each Registration Statement filed
pursuant to this Section 2.1 continuously effective and usable for the
resale of the Registrable Shares covered thereby for a period of 180 days from
the date on which the SEC declares such Registration Statement effective, as
such period may be extended pursuant to this Section 2.1, or if shorter,
until all the Registrable Shares covered by such Registration Statement have
been sold pursuant to such Registration Statement.


 


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(e)                                  The
Company shall be entitled to postpone the filing of any Registration Statement
otherwise required to be prepared and filed by the Company pursuant to this
Section 2.1, or suspend the use of any effective Registration Statement under
this Section 2.1, for a reasonable period of time which shall be as short
as practicable, but in any event not in excess of 90 days (a “Delay Period”),
if the Company determines in good faith that the registration and distribution
of the Registrable Shares covered or to be covered by such Registration
Statement would materially interfere with any pending or imminent material
financing, acquisition, disposition or corporate reorganization or other
material corporate development involving the Company or any of its subsidiaries
or would require premature disclosure thereof and promptly gives the Demanding
Holders written notice of such determination, containing a statement of the
reasons for such postponement and an approximation of the period of the anticipated
delay; provided,
however, that (i) the aggregate number of days included in all Delay
Periods during any consecutive 12 months shall not exceed the aggregate of (x)
90 days minus (y) the number of days occurring during all Hold Back Periods and
Interruption Periods during such consecutive 12 months and (ii) a period of at
least 60 days shall elapse between the termination of any Delay Period, Hold
Back Period or Interruption Period and the commencement of the immediately
succeeding Delay Period.  If the Company
shall so postpone the filing of a Registration Statement, the holders of
Registrable Shares to be registered shall have the right to withdraw the
request for registration by giving written notice to the Company within 30 days
after receipt of the notice of postponement or, if earlier, the termination of
such Delay Period.  The time period for
which the Company is required to maintain the effectiveness of any Registration
Statement shall be extended by the aggregate number of days of all Delay Periods,
all Hold Back Periods and all Interruption Periods occurring during such
Registration.  The Company shall not be
entitled to initiate a Delay Period unless it shall (A) to the extent permitted
by agreements with other securityholders of the Company, concurrently prohibit
sales by such other securityholders under registration statements covering
securities held by such other security holders and (B) in accordance with the
Company’s policies from time to time in effect, forbid purchases and sales in the
open market by senior executives of the Company.


 


(f)                                    The
Demanding Holders may, at any time prior to the effective date of the
Registration Statement relating to a Demand Registration, revoke such request
by providing a written notice to the Company revoking such request.  However, if such revocation is made after
filing of a Registration Statement with the SEC, then, for all such revocations
after the second such revocation, the registration will be deemed to have been
completed for purposes of being counted against the quota of Demand
Registrations to which the Demanding Holders are entitled pursuant to this
Agreement.


 


(g)                                 The
Company shall not include any securities that are not Registrable Shares in any
Registration Statement filed pursuant to this Section 2.1 without the
prior written consent of Stockholders holding a majority of the Registrable
Shares to be included in the offering covered by such Registration Statement.


 


2.2.                              Piggyback
Registration.


 


(a)                                  If
at any time the Company proposes to file a registration statement under the
Securities Act with respect to a public offering of Shares for its own account
or for the account of any holder of Common Stock (other than a registration
statement (i) on Form S-8 (or


 


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any similar or successor form
thereto), (ii) filed solely in connection with a dividend reinvestment plan or
employee benefit plan covering officers or directors of the Company or its
Affiliates or (iii) on Form S-4 (or any similar or successor form thereto) in
connection with a merger, acquisition, exchange offer or similar corporate
transaction (each of the foregoing, an “Exempted Registration”)), then the
Company shall give written notice of such proposed filing to the Stockholders
at least 30 days before the anticipated filing date.  Such notice shall offer the Stockholders the opportunity to
register such amount of Registrable Shares as they may request (a “Piggyback
Registration”).  Subject to
Section 2.2(b) hereof, the Company shall include in each such Piggyback
Registration all Registrable Shares with respect to which the Company has
received written requests for inclusion therein within 20 days after such
notice has been given to the Stockholders. 
Each Stockholder shall be permitted to withdraw all or any portion of
the Registrable Shares of such Stockholder from a Piggyback Registration at any
time prior to the effective date of such Piggyback Registration.


 


(b)                                 The
Company shall permit the Stockholders to include all such Registrable Shares on
the same terms and conditions as any similar securities, if any, of the Company
included therein.  Notwithstanding the
foregoing, in the event that any Piggyback Registration involves an
underwritten offering and the managing underwriter or underwriters
participating in such offering advise in writing the Stockholders requesting
registration that the total amount of securities requested to be included in
such Piggyback Registration exceeds the amount which can be sold in (or during
the time of) such offering without delaying or jeopardizing the success of the
offering (including the price per share of the securities to be sold), then the
amount of securities to be offered for the account of the Company and of any
holder of securities (including the Stockholders) shall be reduced to a number
deemed satisfactory by such managing underwriter or underwriters, provided,
that the securities to be excluded shall be determined in the following
sequence:


 


(i)                                     in
the event the offering was proposed by or for the account of holders of
securities of the Company (the “Proposing Holders”): (A) first, securities
proposed to be offered for the account of the Company; (B) second, securities
requested to be registered by holders of securities of the Company other than
the Proposing Holders or holders of Registrable Shares, on a pro rata
basis (based upon the number of shares of Common Stock beneficially held by
each such holder); (C) third, securities held by holders of Registrable Shares,
on a pro
rata basis (based upon the number 
of Registrable Shares beneficially held by each such holder); and (D)
fourth, securities held by the Proposing Holders, on a pro rata basis (based upon
the number or of shares of Common Stock beneficially held by each such holder);
and


 


(ii)                                  in
the event the offering was proposed by or for the account of the Company: (A)
first, securities held by holders of securities of the Company other than
holders of Registrable Shares, on a pro rata basis (based upon the number  of shares of Common Stock beneficially held
by each such holder); (B) second, securities held by holders of Registrable
Shares on a pro
rata basis (based upon the number of Registrable Shares beneficially
held by each such holder); and (C) third, securities proposed to be offered for
the account of the Company.


 


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(c)                                  Nothing
in this Agreement shall create any liability on the part of the Company to the
Stockholders if the Company in its sole discretion should decide not to file a
Registration Statement proposed to be filed pursuant to Section 2.2(a)
hereof or to withdraw such Registration Statement subsequent to its filing,
regardless of any action whatsoever that a Stockholder may have taken, whether
as a result of the issuance by the Company of any notice hereunder or
otherwise.


 


2.3.                              Holdback
Agreement.


 


(a)                                  If
(x) the Company shall file a Registration Statement (other than an Exempted
Registration) with respect to an underwritten public offering of Common Stock
or similar securities or securities convertible into, or exchangeable or
exercisable for, such securities and (y) with reasonable prior notice, the
managing underwriter or underwriters advise the Company in writing (in which
case the Company shall notify the Stockholders with a copy of such
underwriter’s notice) that a sale or distribution of Registrable Shares would
materially adversely affect such offering, then, to the extent not inconsistent
with applicable law, unless such managing underwriter or underwriters otherwise
agree, no Stockholder shall, directly or indirectly, sell, offer, contract or
grant any option to sell (including, without limitation, in connection with any
short sale), pledge, transfer (other than to Affiliates), establish an open
“put equivalent position” within the meaning of Rule 16a-1(h) under the
Exchange Act, or otherwise dispose of any Registrable Shares held by it (except
as part of such underwritten public offering) during the period beginning 7
days prior to the effective date of such Registration Statement and continuing
until the earlier of (A) the abandonment of such offering and (B) 90 days (or
such shorter period of time as is sufficient and appropriate in the opinion of
the managing underwriter or underwriters in order to complete the sale and
distribution of securities included in such registration) after the effective
date of such Registration Statement (each such period, a “Hold Back Period”); provided,
that no Stockholder shall be subject to the restrictions contained in this
Section 2.3(a) unless each officer and director of the Company regardless
of the number of shares of Common Stock then owned by such officer or director
and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
at least 5% of the issued and outstanding shares of Common Stock also agree to
be bound by such restrictions; and provided further, that the provision of
this Section 2.3(a) shall not be applicable to any Stockholder that
beneficially owns less than 3% of the outstanding Common Stock of the Company
(assuming conversion of all convertible securities of the Company beneficially
owned by such Stockholder) if such Stockholder is not at such time an Affiliate
of the Company or any of its directors and does not at such time have the power
(through operation of special voting rights, ownership of a class of securities
or by agreement) to designate or select one or more members of the Board of
Directors of the Company.


 


(b)                                 If
(x) the Company shall file a Registration Statement in connection with an
underwritten offering made pursuant to a Demand Registration or that involves a
Piggyback Registration (other than an Exempted Registration) with respect to an
underwritten public offering of Common Stock and (y) with reasonable prior
notice, the managing underwriter or underwriters advise the Company in writing
(in which case the Company shall notify the Stockholders with a copy of such
underwriter’s notice) that a sale or distribution of securities of the Company
would materially adversely affect such offering, then, to the extent not
inconsistent with applicable law, unless such managing underwriter or
underwriters otherwise agree, the


 


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Company shall not, directly or
indirectly, sell, offer, contract or grant any option to sell (including,
without limitation, in connection with any short sale), pledge, transfer (other
than to Affiliates), establish an open “put equivalent position” within the
meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any
securities of the Company (except as part of such underwritten public offering)
during the applicable Hold Back Period.


 


2.4.                              Registration
Procedures.  In connection with the
registration obligations of the Company pursuant to and in accordance with
Sections 2.1 and 2.2 hereof (and subject to Sections 2.1 and 2.2 hereof), the
Company shall use best efforts to effect such registration to permit the sale
of Registrable Shares in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company shall as expeditiously as
possible (but subject to Sections 2.1 and 2.2 hereof):


 


(a)                                  prepare
and file with the SEC a Registration Statement for the sale of the Registrable
Shares on any form for which the Company then qualifies or which counsel for
the Company shall deem appropriate, in accordance with the Demanding Holders’
intended method or methods of distribution thereof, if applicable, and use best
efforts to cause such Registration Statement to become effective and remain
effective as provided herein;


 


(b)                                 prepare
and file with the SEC such amendments (including post-effective amendments) to
such Registration Statement, and such supplements to the related Prospectus, as
may be required by the applicable rules, regulations or instructions under the
Securities Act during the applicable period, in accordance with the intended
methods of disposition specified by the holders of the Registrable Shares
covered by such Registration Statement, make generally available earnings
statements satisfying the provisions of Section 11(a) of the Securities
Act (provided that the Company shall be deemed to have complied with this
clause if it has complied with Rule 158 under the Securities Act), and cause
the related Prospectus as so supplemented to be filed pursuant to Rule 424
under the Securities Act, if necessary; provided, however, that before filing a
Registration Statement or Prospectus, or any amendments or supplements thereto
(other than reports required to be filed by it under the Exchange Act), the
Company shall furnish to the holders of Registrable Shares covered by such
Registration Statement and each counsel for such holders and each managing
underwriter, if any, for review and comment, copies of all documents required
to be filed;


 


(c)                                  notify
the holders of any Registrable Shares covered by such Registration Statement
promptly and (if requested) confirm such notice in writing, (i) when a
Registration Statement, Prospectus or Prospectus supplement or pre-effective or
post-effective amendment thereto has been filed, and, with respect to such
Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the SEC for amendments or supplements
to such Registration Statement or the related Prospectus or for additional
information regarding such holders, (iii) of the issuance by the SEC of any
stop order suspending the effectiveness of such Registration Statement or the
initiation of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Shares for sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose
and (v) at any time when a prospectus is required to be delivered under the
Securities Act, of the happening of any event that requires the making of any
changes in such Registration Statement, Prospectus or


 


9

















 


documents incorporated or
deemed incorporated therein by reference so that they will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading;


 


(d)                                 use
its best efforts to obtain the withdrawal of any order suspending the
effectiveness of such Registration Statement, or the lifting of any suspension
of the qualification or exemption from qualification of any Registrable Shares
for sale in any jurisdiction in the United States;


 


(e)                                  furnish
to the holder of any Registrable Shares covered by such Registration Statement,
each counsel for such holders and each managing underwriter, if any, without
charge, one conformed copy of such Registration Statement, as declared
effective by the SEC, and of each post-effective amendment thereto, in each
case including financial statements and schedules and all exhibits and reports
incorporated or deemed to be incorporated therein by reference; and deliver,
without charge, such number of copies of the preliminary prospectus, any
amended preliminary prospectus, each final Prospectus and any post-effective
amendment or supplement thereto, as such holder may reasonably request in order
to facilitate the disposition of the Registrable Shares of such holder covered
by such Registration Statement in conformity with the requirements of the
Securities Act;


 


(f)                                    prior
to any public offering of Registrable Shares covered by such Registration
Statement, use best efforts to register or qualify such Registrable Shares for
offer and sale under the securities or Blue Sky laws of such jurisdictions as
the holders of such Registrable Shares shall reasonably request in writing; provided,
however, that the Company shall in no event be required to qualify
generally to do business as a foreign corporation in any jurisdiction where it
is not at the time so qualified or to execute or file a general consent to
service of process in any such jurisdiction where it has not theretofore done
so or to take any action that would subject it to general service of process or
taxation in any such jurisdiction where it is not then subject;


 


(g)                                 upon
the occurrence of any event contemplated by Section 2.4(c)(v) above,
prepare a supplement or post-effective amendment to such Registration Statement
or the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference and file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Shares being sold
thereunder (including upon the termination of any Delay Period), such
Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;


 


(h)                                 use
its best efforts to cause all Registrable Shares covered by such Registration
Statement to be listed on each securities exchange, if any, on which securities
of the same class issued by the Company are then listed or quoted and, if no
such securities are so listed, to be listed on a national securities exchange
or the Nasdaq Stock Market and, if listed on the Nasdaq Stock Market, use its
best efforts to secure designation of all such Registrable Shares covered by
such Registration Statement as “NASDAQ Securities” within the meaning of Rules
11Aa2-1 and 11Aa3-1 promulgated under the Exchange Act or, failing that, to
secure Nasdaq Stock Market authorization for such Registrable Shares and,
without limiting the generality of


 


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the foregoing, to arrange for
at least two market makers to register as such with respect to such Registrable
Shares with the NASD;


 


(i)                                     on
or before the effective date of such Registration Statement, provide the
transfer agent of the Company for the Registrable Shares with printed
certificates for the Registrable Shares covered by such Registration Statement,
which are in a form eligible for deposit with The Depository Trust Company;


 


(j)                                     make
available for inspection by any holder of Registrable Shares included in such
Registration Statement, any underwriter participating in any offering pursuant
to such Registration Statement, and any attorney, accountant or other agent
retained by any such holder or underwriter (collectively, the “Inspectors”),
all financial and other records and other information, pertinent corporate
documents and properties of any of the Company and its subsidiaries and
Affiliates (collectively, the “Records”), as shall be reasonably necessary to
enable them to exercise their due diligence responsibilities; provided,
however, that the Records that the Company determines, in good
faith, to be confidential and which it notifies the Inspectors in writing are
confidential shall not be disclosed to any Inspector unless, upon the
reasonable request of the Company, such Inspector signs a confidentiality
agreement reasonably satisfactory to the Company (which confidentiality
agreement shall permit the disclosure of such Records in the instances
described in subclauses (i) and (ii) of this sentence) or either (i) the
disclosure of such Records in such Registration Statement or the related
Prospectus is necessary to avoid or correct a material misstatement in or
material omission from such Registration Statement or Prospectus or (ii) the
release of such Records, if such release is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction; provided further, however,
that (A) any decision regarding the disclosure of information pursuant to
subclause (i) shall be made only after consultation with counsel for the
applicable Inspectors and the Company and (B) with respect to any release of
Records pursuant to subclause (ii), each holder of Registrable Shares agrees
that it shall, promptly after learning that disclosure of such Records is
sought in a court having jurisdiction, give notice to the Company so that the
Company, at the Company’s expense, may undertake appropriate action to prevent
disclosure of such Records; and


 


(k)                                  if
such offering is an underwritten offering, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings) and take all such other appropriate and
reasonable actions requested by the managing underwriters or the holders of the
Registrable Shares being sold in connection therewith) in order to expedite or
facilitate the disposition of such Registrable Shares, and in such connection,
(i) cause its counsel to provide opinions and updates thereof (which counsel
and opinions (in form, scope and substance) shall be reasonably satisfactory to
the managing underwriters and counsel to the holders of the Registrable Shares
being sold), addressed to each holder of Registrable Shares covered by such
Registration Statement and each of the underwriters as to the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such counsel and underwriters,
(ii) cause its independent certified public accountants to provide “cold
comfort” letters and updates thereof (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each selling holder of Registrable Shares covered by the
Registration


 


11

















 


Statement (unless such
accountants shall be prohibited from so addressing such letters by applicable
standards of the accounting profession) and each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings and
(iii) if requested and if an underwriting agreement is entered into, provide
indemnification provisions and procedures reasonably requested by such
underwriters.  The above shall be done
at each closing under such underwriting or similar agreement, or as and to the
extent required thereunder.  The Company
may require each holder of Registrable Shares covered by a Registration
Statement to furnish such information in writing regarding such holder and such
holder’s intended method of disposition of such Registrable Shares as it may
from time to time reasonably request in writing.  If any such information is not furnished by a holder of Registrable
Shares within a reasonable period of time after receipt of such request, the
Company may exclude such holder’s Registrable Shares from such Registration
Statement.  Each holder of Registrable
Shares covered by a Registration Statement agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 2.4(c)(ii), 2.4 (c)(iii), 2.4 (c)(iv) or 2.4 (c)(v) hereof, that
such holder shall forthwith discontinue disposition of any Registrable Shares
covered by such Registration Statement or the related Prospectus until receipt
of the copies of the supplement or amendment to such Prospectus or any document
incorporated or deemed to be incorporated therein by reference, contemplated by
Section 2.4 (g) hereof, or until such holder is advised in writing by the
Company that the use of the applicable Prospectus may be resumed (such period
during which disposition is discontinued being an “Interruption Period”) and,
if requested by the Company, the holder shall deliver to the Company (at the
expense of the Company) all copies then in its possession, other than permanent
file copies then in such holder’s possession, of the Prospectus covering such
Registrable Shares at the time of receipt of such request.  Each holder of Registrable Shares covered by
a Registration Statement further agrees not to utilize any material other than
the applicable current preliminary prospectus or Prospectus in connection with
the offering and/or sale of such Registrable Shares.


 


2.5.                              Registration
Expenses.  Whether or not any
Registration Statement is filed or becomes effective, the Company shall pay all
costs, fees and expenses incident to the Company’s performance of or compliance
with this Agreement, including (i) all registration and filing fees, including
NASD filing fees, (ii) all fees and expenses of compliance with securities or
Blue Sky laws, including reasonable fees and disbursements of counsel in
connection therewith, (iii) printing expenses (including expenses of printing
certificates for Registrable Shares and of printing prospectuses if the
printing of prospectuses is requested by the holders of the Registrable Shares
being sold or the managing underwriter, if any), (iv) messenger, telephone and
delivery expenses, (v) fees and disbursements of counsel for the Company, (vi)
fees and disbursements of all independent certified public accountants of the
Company (including expenses of any “cold comfort” letters required in
connection with this Agreement) and all other persons retained by the Company
in connection with such Registration Statement, (vii) reasonable fees and
disbursements of one counsel for the holders of Registrable Shares included in
such Registration, (viii) fees and disbursements of underwriters customarily
paid by the issuers or sellers of securities and (ix) all other costs, fees and
expenses incident to the Company’s performance or compliance with this
Agreement.  Notwithstanding the
foregoing, any discounts, commissions or brokers’ fees or fees of similar
securities industry professionals and any transfer taxes relating to the
disposition of the Registrable Shares by a Stockholder, will be payable by such
Stockholder and the Company will have no obligation to pay any such amounts.


 


12

















 


2.6.                              Underwriting
Requirements.


 


(a)                                  Subject
to Section 2.6(b) hereof, the Demanding Holders shall have the right, by
written notice, to require that any Demand Registration provide for an
underwritten offering.


 


(b)                                 In
the case of any underwritten offering pursuant to a Demand Registration,
Demanding Holders (acting by decision of Demanding Holders holding not less
than 51% of the shares requested by all Demanding Holders to be included in the
applicable Registration Statement) shall select the institution or institutions
that shall manage or lead such offering, which institution or institutions
shall be reasonably satisfactory to the Company and to holders of a majority of
the Registrable Shares to be included in such offering, other than the
Demanding Holders.  In the case of any
underwritten offering pursuant to a Piggyback Registration in connection with a
public offering of Shares for the account of the Company, the Company shall
select the institution or institutions that shall manage or lead such
offering.  No holder of Registrable
Shares shall be entitled to participate in an underwritten offering unless and
until such holder has entered into an underwriting or other agreement with such
institution or institutions for such offering in such form as the Company and
such institution or institutions shall determine and such holder completes and
executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such agreements.


 


(c)                                  Each
holder of Registrable Shares participating in a Registration shall supply in
writing such information as the Demanding Holders or the underwriters (or the
Company as set forth in Section 2.4(k) hereof) reasonably request in
writing.


 


2.7.                              Additional
Registration Rights.


 


(a)                                  As
of the date hereof , the Company has no outstanding registration rights held by
any of the holders of the Company’s outstanding securities other than those as
set forth on Schedule 2.7(a).


 


(b)                                 The
Company shall not, without the consent of the holders of at least 51% of the
Registrable Shares, grant to any other Person any demand registration rights or
any piggyback registration rights which have priority over or are otherwise
inconsistent with the registration rights granted pursuant to this Agreement.


 


2.8.                              Transferability
of Registration Rights.  The
registration rights set forth in this Agreement are transferable to each
transferee of Registrable Shares who receives any Registrable Shares, subject
to compliance with any transfer restrictions contained in any agreement with
the Company. Each subsequent holder of Registrable Shares must consent in
writing to be bound by the terms and conditions of this Agreement in order to
acquire the rights granted pursuant to this Agreement.


 


2.9.                              Blackout
Rights.  Following the effective
date of any registration statement filed pursuant to Article 2 of
this Agreement, the Company shall be entitled, from time to time, to notify the
Stockholders to discontinue offers or sales of shares pursuant to such
registration statement for Registrable Shares for the period of time stated in
the written notice (the “Blackout Notice”), if the Company determines, in its
reasonable business judgment, that the disclosure


 


13

















 


required in connection with the
offers and sales of the Registrable Shares could materially damage the
Company’s ability to successfully complete an acquisition, corporate
reorganization, securities offering or other voluntary transaction undertaken
by the Company (which information the Company would not be required to disclose
at such time other than in connection with the Stockholders’ registration
statement) that is material to the Company. 
The time period for which the Stockholders must discontinue offers or
sales of shares pursuant to a Blackout Notice shall be for any period the
Company reasonably believes is necessary, and if, the Company is unable to
determine the duration of such period at the time the Blackout Notice is
issued, the Blackout Notice may state that the period extends “until the
Stockholders are otherwise notified by the Company;” provided, that the
Blackout Notice (together with all other Blackout Notices) may not exceed more
than ninety (90) days within any 12-month period.  The Blackout Notice shall be signed by an authorized officer of
the Company and shall certify the Company’s determination.  The Stockholders agree that, upon receipt of
a Blackout Notice, they shall discontinue offers or sales of Registrable Shares
pursuant to any such registration statement for the period of time stated in
the Blackout Notice.


 


SECTION 3                                   INDEMNIFICATION.


 


3.1.                              Indemnification
by the Company.  The Company shall,
without limitation as to time, indemnify and hold harmless, to the full extent
permitted by law, each holder of Registrable Shares whose Registrable Shares
are covered by a Registration Statement or Prospectus, the shareholders,
members, partners, officers, directors and agents and employees of each of
them, each Person who controls each such holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the shareholders, members, partners, officers, directors, agents and
employees of each such controlling Person, to the fullest extent lawful, from
and against any and all losses, claims, damages, liabilities, judgments, costs
(including, without limitation, costs of investigation, preparation and
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in such Registration Statement or Prospectus or any
amendment or supplement thereto, or any preliminary prospectus, or arising out
of or based upon any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case
of a Prospectus, in the light of the circumstance under which they were made)
not misleading, except insofar as the same are based upon (x) information
furnished in writing to the Company by or on behalf of such holder expressly
for use therein, or (y) such holder’s failure to deliver a copy of the final
Prospectus to the Persons asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to written confirmation
of the Registrable Shares to such Person, if such holder was timely provided
with a sufficient number of copies of such final Prospectus and such statement,
omission or alleged omission was corrected in such final Prospectus.


 


3.2.                              Indemnification
by Stockholders.  In connection with
any Registration Statement in which a Stockholder is participating, such
Stockholder shall, without limitation as to time, indemnify and hold harmless,
to the full extent permitted by law, the Company, the other Stockholder, and
their respective shareholders, members, partners, directors, officers, agents
and employees, each Person who controls the Company (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act)
and the shareholders, members, partners, directors, officers, agents or
employees of such controlling Persons, from and against any and all


 


14

















 


Losses arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in
such Registration Statement or the related Prospectus or any amendment or
supplement thereto, or any preliminary prospectus, or arising out of or based
upon any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of a
Prospectus, in the light of the circumstance under which they were made) not
misleading, to the extent, but only to the extent, that such untrue or alleged
untrue statement or omission or alleged omission is based upon any information
furnished in writing by or on behalf of such Stockholder to the Company
expressly for use in such Registration Statement or Prospectus.  Each Stockholder’s indemnity obligations
under this Section 3 shall be limited to the total sales proceeds (net of
all underwriting discounts and commissions) actually received by such
Stockholder in connection with the applicable offering.


 


3.3.                              Conduct
of Indemnification Proceedings.  If
any Person shall be entitled to indemnity hereunder (hereinafter an
“indemnified party”), such indemnified party shall give prompt notice to the
party from which such indemnity is sought (hereinafter the “indemnifying
party”) of any claim or of the commencement of any proceeding with respect to
which such indemnified party seeks indemnification or contribution pursuant
hereto; provided,
however, that the delay or failure to so notify the indemnifying
party shall not relieve the indemnifying party from any obligation or liability
except to the extent that the indemnifying party has been prejudiced by such
delay or failure. The indemnifying party shall have the right, exercisable by
giving written notice to an indemnified party promptly after the receipt of
written notice from such indemnified party of such claim or proceeding, to
assume, at the indemnifying party’s expense, the defense of any such claim or
proceeding, with counsel reasonably satisfactory to such indemnified party; provided,
however, that (i) an indemnified party shall have the right to
employ separate counsel in any such claim or proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless: (1) the indemnifying party agrees to
pay such fees and expenses; (2) the indemnifying party fails promptly to assume
the defense of such claim or proceeding or fails to employ counsel reasonably
satisfactory to such indemnified party; or (3) the named parties to any
proceeding (including impleaded parties) include both such indemnified party
and the indemnifying party, and such indemnified party shall have been advised
by counsel that there may be one or more legal defenses available to it that
are inconsistent with those available to the indemnifying party or that a
conflict of interest is likely to exist among such indemnified party and any
other indemnified parties (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of such indemnified
party); and (ii) subject to clause (i)(3) above, the indemnifying party shall
not, in connection with any one such claim or proceeding or separate but
substantially similar or related claims or proceedings in the same jurisdiction,
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one firm of attorneys (together with appropriate
local counsel) at any time for all of the indemnified parties, or for fees and
expenses that are not reasonable. 
Whether or not such defense is assumed by the indemnifying party, such
indemnified party shall not be subject to any liability for any settlement made
without its consent.  The indemnifying
party shall not consent to entry of any judgment or enter into any settlement
without the consent of the indemnified party unless (x) there is no finding or
admission of any violation of any rights of any Person and no effect on any
other claims that may be made against the indemnified party, (y) the sole
relief provided is monetary damages that are paid in full by the indemnifying
party and (z) such judgment or settlement includes as an unconditional term
thereof the giving by the claimant


 


15

















 


or plaintiff to such
indemnified party of a release, in form and substance reasonably satisfactory
to the indemnified party, from all liability in respect of such claim or
litigation for which such indemnified party would be entitled to
indemnification hereunder.


 


3.4.                              Contribution.  If the indemnification provided for in this
Section 3 is unavailable to an indemnified party in respect of any Losses
(other than in accordance with its terms), then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying
party, on the one hand, and indemnified party, on the other hand, shall be
determined by reference to, among other things, whether any action in question,
including any untrue statement of a material fact or omission or alleged
omission to state a material fact, has been taken by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses
shall be deemed to include any legal or other fees or expenses incurred by such
party in connection with any investigation or proceeding.  The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 3.4 were
determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to
above.  Notwithstanding the provisions
of this Section 3.4, an indemnifying party that is a Stockholder shall not
be required to contribute any amount which is in excess of the amount by which
the total proceeds (net of all underwriting discounts and commissions) received
by such Stockholder from the sale of the Registrable Shares sold by such Stockholder
in the applicable offering exceeds the amount of any damages that such
indemnifying party has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


SECTION 4                                   MISCELLANEOUS


 


4.1.                              Rules
144 and 144A.  The Company will use
best efforts to file any reports required to be filed by it under the
Securities Act and the Exchange Act and will make and keep current public
information regarding the Company available so as to enable holders of
Registrable Shares to sell such Registrable Shares (i) without registration
under the Securities Act within the limitation of the exemptions provided by
(A) Rules 144 and 144A under the Securities Act, as each such Rule may be
amended from time to time or (B) any similar rule or rules hereafter adopted by
the SEC, so long as the exemptions provided for in such Rules would otherwise
be available to such holders at such time and/or (ii) pursuant to a
registration statement on Form S-3) (or any similar or successor forms
thereto).  Upon the request of any such
holder, the Company will forthwith deliver to such holder a written statement
as to whether it has complied with the reporting requirements of Rules 144 and
144A or whether it qualifies as a registrant whose securities may be resold
pursuant to Form S-3 (or any similar or successor forms thereto).


 


16

















 


4.2.                              Termination.  This Agreement and the obligations of the
Company and the Stockholders (other than Section 3 hereof) shall terminate
on the first date on which no Registrable Shares remain outstanding.


 


4.3.                              Notices.  Any notice, request, demand or other
communication required or permitted hereunder shall be in writing and shall be
deemed to have been given if delivered or sent by facsimile transmission, upon
receipt, if by hand delivery, upon receipt, if sent by nationally recognized
overnight courier service, one day after deposit with such, or if sent by
registered or certified mail, upon the sooner of the date on which receipt is
acknowledged or the expiration of three days after deposit in United States
post office facilities properly addressed with postage prepaid.  All notices to a party will be sent to the
addresses set forth below or to such other address or person as such party may
designate by notice to each other party hereunder:


 


If to CityNet:


 


CityNet
Telecommunications, Inc.


8405
Colesville Road


6th Floor


Silver Spring,
Maryland 20910


Attention:  General Counsel


Facsimile:  301-608-8121


 


With a copy
to:


 


McDermott,
Will & Emery


50 Rockefeller
Plaza


New York, NY
10020


Attention:  Mark Selinger


Facsimile:  212-547-5444


 


If to the
Company:


 


Universal
Access Global Holdings Inc.


233 S. Wacker
Drive, Suite 600


Chicago, IL
60606


Attention:  Scott Fehlan


Facsimile:
312-660-1290


 


With a copy
to:


 


Shefsky &
Froelich Ltd.


444 N.
Michigan Avenue, Suite 2500


Chicago, IL
60611


Attention:
Michael J. Choate


Facsimile:
312-527-5921


 


17

















 


If to a
Stockholder other than CityNet, the address of such Stockholder in the records
of the Company.


 


Any notice
given hereunder may be given on behalf of any party by his counsel or other
authorized representative.


 


4.4.                              Severability.  If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity
or unenforceability shall not affect the remaining provisions hereof which
shall remain in full force and effect.


 


4.5.                              Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
devisees, legatees, legal representatives, successors and assigns.


 


4.6.                              No
Third Party Beneficiary.  The terms
and provisions of this Agreement are intended solely for the benefit of each
party hereto, their respective successors or assigns and any other holder of
Registrable Shares, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other Person other than any Person
entitled to indemnity under Section 3.


 


4.7.                              Entire
Agreement.  This Agreement is
complete, reflects the entire agreement of the parties with regard to its
subject matter, and supersedes all previous written or oral negotiations,
commitments and writings between the parties hereto with respect to the subject
matter hereof.


 


4.8.                              Amendments
and Waivers.  Except as otherwise
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
the holders of a majority of the Registrable Shares.


 


4.9.                              Captions
and Gender.  The captions in this
Agreement are for convenience only and shall not affect the construction or
interpretation of any term or provision hereof.  The use in this Agreement of the masculine pronoun in reference
to a party hereto shall be deemed to include the feminine or neuter, as the
context may require.


 


4.10.                        Execution
in Counterparts.  For the
convenience of the parties and to facilitate execution, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same document.


 


4.11.                        Specific
Performance.  Each of the parties
hereto acknowledge and agree that the other would be irreparably damaged in the
event any of the provisions of this Agreement were not performed by the other
in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that each party
shall be entitled to an injunction or injunctions to redress the breaches of
this Agreement and to specifically enforce the terms and provisions hereof in
any action instituted in any court of the United States or any state thereof
having jurisdiction, in addition to any other remedy to which such party may be
entitled at law or in equity.


 


18

















 


4.12.                        Governing
Law.  This Agreement shall be
construed under and governed by the internal laws of the state of Delaware
without regard to its conflict of laws provisions.


 


4.13.                        Consent
to Jurisdiction; Waiver of Jury Trial. 
Each of the parties hereby agrees that any dispute among them or any
claim, suit or proceeding arising under this Agreement shall be brought before
the federal or state courts sitting in Delaware, and hereby consents to
personal jurisdiction, service of process and venue in the federal or state
courts of Delaware for such claim, suit or proceeding, or in the case of a
third party claim subject to indemnification hereunder, in the court where such
claim is brought.  


 


BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE
LAWS.  THEREFORE, TO ACHIEVE THE BEST
COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH OF
THE PARTIES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.


 


4.14.                        Calculation
of Time Periods.  Except as
otherwise indicated, all periods of time referred to herein shall include all
Saturdays, Sundays and holidays; provided, however, that if the date to
perform the act or give any notice with respect to this Agreement shall fall on
a day other than a Business Day, such act or notice may be timely performed or
given if performed or given on the next succeeding Business Day.


 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


19

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Registration Rights Agreement as
of the date set forth above by their duly authorized representative.


 


 


	
   

  	
  UNIVERSAL ACCESS GLOBAL HOLDINGS

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Randall R. Lay

  
	
   

  	
   

  	
  Name:  Randall R. Lay

  
	
   

  	
   

  	
  Title:  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITYNET TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Emilio Pardo

  
	
   

  	
   

  	
  Name:  Emilio Pardo

  
	
   

  	
   

  	
  Title:  Chief Executive
  Officer

  



 


20

















 


EXHIBIT A


 


FORM OF JOINDER AGREEMENT


 


AGREEMENT (as
amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”), dated as of [                ,      ],
2003, is made by [INSERT JOINING PARTY] (the “Joining Party”).


 


RECITALS:


 


WHEREAS,
pursuant to that certain Registration Rights Agreement (the “RRA”), dated as of
[                ,      ],
2003, a copy of which is attached hereto as Appendix 1, by and between
Universal Access Global Holdings Inc. (the “Company”), CityNet
Telecommunications, Inc. and each signatory to a Joinder Agreement in the form
hereof, the Company has agreed to grant to the Stockholders certain rights to
have their Registrable Shares registered under the Securities Act (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the RRA); and


 


WHEREAS, the
Joining Party wishes to purchase securities of the Company in accordance with
the terms and conditions set forth in the RRA.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is agreed as follows:


 


1.                                       Joinder
to Registration Rights Agreement. 
The Joining Party hereby joins in the RRA and agrees to be bound
thereunder as if the Joining Party were an original party thereto.


 


2.                                       Entire
Agreement.  The Joining Party hereby
acknowledges that this Agreement and the RRA embody the entire agreement and
understanding of the Joining Party and the other parties to the RRA in respect
of the subject matter contained herein or therein. There are no agreements,
representatives, warranties or covenants other than those expressly set forth
herein or therein.  This Agreement and
the RRA supersede all prior agreements and understandings between the parties hereto,
whether written or oral, express or implied, with respect to such subject
matter herein or therein.


 


3.                                       Severability.
If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the remaining provisions hereof which shall remain in full force and
effect.


 


4.                                       Binding
Effect.  This Agreement shall take
effect as of the date and year first above written and shall be binding upon
the parties hereto and shall be binding on their respective heirs, executors,
administrators, personal representatives, successors and assigns, as the case
may be.  The parties hereto may not
assign or transfer any of their rights or obligations under this Agreement.


 

















 


5.                                       Governing
Law. This Agreement shall be construed under and governed by the internal
laws of the state of Delaware without regard to its conflict of laws
provisions.


 


IN WITNESS
WHEREOF, the undersigned has executed this Joinder Agreement as of the date set
forth above by its duly authorized representative.


 


	
   

  	
  [JOINING PARTY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: