Exhibit 4.9


 


STOCKHOLDERS’ AGREEMENT


 


STOCKHOLDERS’
AGREEMENT (as amended, restated, supplemented or otherwise modified from time
to time, this “Agreement”) dated as of July 23, 2003 by and among Universal Access Global Holdings Inc., a
Delaware corporation (the “Company”), CityNet Telecommunications Inc., a
Delaware corporation (“CityNet”), ICG Holdings, Inc., Communication Ventures
III, L.P., Communication Ventures III CEO & Entrepreneurs’ Fund, L.P.,
ComVen III, L.L.C., Robert Pommer, Patrick Shutt  and each party that executes
a Joinder Agreement in the form of Exhibit A hereto (other than the
Company, each, individually and together with each of their respective
successors and assigns, a “Stockholder” and collectively the “Stockholders” and
other than the Company and CityNet, each, individually and together with each
of their respective successors and assigns, an “Other Stockholder” and
collectively the “Other Stockholders”).


 


WITNESSETH


 


WHEREAS,
CityNet and Universal Access Global Holdings Inc., a Delaware corporation (“the
Company”), are entering into a Stock Purchase Agreement (the “Purchase
Agreement”), of even date herewith, pursuant to which CityNet will pay $16
million and transfer the Fiber Ring Assets to the Company in exchange for the
Shares and the Company’s assumption of the Assumed Liabilities. All terms not
otherwise defined herein shall have the meanings given to them in the Purchase
Agreement.


 


WHEREAS, as a
condition to the willingness of CityNet to enter into the Purchase Agreement,
CityNet has required each of the Stockholders, and in order to induce CityNet
to enter into the Purchase Agreement, each Stockholder has agreed, to enter
into this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the adequacy of which is
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto 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.


 


“Beneficially
Own” shall mean with respect to any security to, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
have (i) voting power which includes the power to vote or to direct the voting of
such security; and/or (ii)


 

















 


investment power which includes
the power to dispose or to direct the disposition of such security.


 


“Board” shall
mean the board of directors of the Company.


 


“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 Holders” shall mean CityNet and its Permitted Transferees.


 


“CityNet Termination Event” shall mean the time at which the CityNet
Holders collectively Beneficially Own less than fifty percent (50%) of the
Common Stock Beneficially Owned by CityNet on the date hereof (after adjustment
to eliminate the effects of any stock splits, stock dividends, stock
issuances/sales, dilutive transactions or other similar events).  For purposes hereof, it is understood and
agreed that the percentage of the total number of outstanding shares of Common
Stock of the Company which is Beneficially Owned by CityNet shall have no
bearing in determining whether a CityNet Termination Event has occurred.


 


“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.


 


“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.


 


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


 


“Fully Diluted Outstanding” shall mean, at any date, all Common Stock outstanding
at such date and all Common Stock issuable in respect of options or warrants to
purchase, or securities convertible (directly or indirectly) into, Common Stock
outstanding on such date, whether or not such options, warrants or other
securities are presently convertible or exercisable.


 


“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.


 


“Majority CityNet Holders” shall mean holders of a majority of the
Common Stock held by the CityNet Holders.


 


“Other Stockholder Termination Event” shall mean the time at which the
Other Stockholders and their Permitted Transferees collectively Beneficially
Own less than fifty percent (50%) of the Common Stock Beneficially Owned by the
Other Stockholders on the date hereof (after adjustment to eliminate the
effects of any stock splits, stock dividends, stock


 


2

















 


issuances/sales, dilutive transactions
or other similar events).  For purposes
hereof, it is understood and agreed that the percentage of the total number of
outstanding shares of Common Stock of the Company which is Beneficially Owned
by the Other Stockholders shall have no bearing in determining whether an Other
Stockholder Termination Event has occurred.


 


“Permitted Transferee” shall mean, as to a Stockholder, a Person who is
(a) an Affiliate of such Stockholder, (b) a stockholder, member or limited
partner of a Stockholder (an “Indirect Stockholder”) or (c) a stockholder,
member or limited partner of an Indirect Stockholder.


 


“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.


 


“SEC” shall mean the Securities and Exchange Commission or any
successor agency thereto administering federal securities laws.


 


“Securities” shall mean Common Stock and options, warrants and other
rights to subscribe for, and securities convertible into or exchangeable or
exercisable for, Common Stock. “Security” shall refer to the singular form of
Securities.


 


“Securities Act” shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the SEC
promulgated thereunder, all as the same shall be in effect from time to time.


 


“Transfer” shall mean any direct or indirect, voluntary or involuntary,
sale, assignment, gift, pledge, encumbrance or other transfer (whether outright
or conditional) of any Securities, and the terms “Transfers” and “Transferred”
shall have meanings correlative to the foregoing.


 


“Transferee” shall mean a Person to whom Securities have been
Transferred.


 


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.”


 


SECTION 2.                             TRANSFERS
OF SECURITIES


 


2.1.  Lockup. 
For a period of twelve (12) months following the date hereof, except as
otherwise agreed to by the vote of a majority of the Board, no Stockholder
shall Transfer any Securities, provided, however, that the restriction
contained in this Section 2.1 shall not apply to (a) those Transfers set
forth on Schedule B, annexed hereto, or (b) a Transfer to a
Permitted Transferee of the Transferring Stockholders, in each case, only if
the Transferee in respect of such Transfer executes a Joinder Agreement to this
Agreement in the form attached hereto as Exhibit A, whereby it agrees to
be bound by terms of this Agreement, including, without limitation, this
Section 2.1.  Nothing in this
Section 2.1 shall create any obligation on the part of


 


3

















 


the Board, the Company or any
other party to consent or agree to any Transfer of Securities, or other waiver
of the provisions of this Agreement, such decision to be made in the sole
discretion of such parties.  Notwithstanding
anything in this Section 2.1 to the contrary, in the event that the Board
approves any Transfer of Securities by a CityNet Holder during the twelve-month
lockup described above, subject to the fiduciary duties of the Board, each
Other Stockholder shall be permitted to Transfer the equivalent percentage of
Securities owned by such Other Stockholder as the percentage of Securities
owned by such CityNet Holder represented by the Securities that were
Transferred pursuant to such Board approval, provided that any Transfer by
Other Stockholders pursuant to this sentence shall be on terms that are
substantially the same (or more advantageous to the Transferring Other
Stockholder) and for an equal or greater price, as the Transfer by a CityNet
Holder giving rise to this right.  The
Board, in each case that a CityNet Holder Transfers Securities with approval of
the Board pursuant to this Section 2.1, shall notify each of the Other
Stockholders of such Transfer by a CityNet Holder during the twelve-month
lockup period.


 


2.2.  Restrictions on Transfer.  At all times when this Agreement is in
effect with respect to the transferring Stockholder, no Stockholder shall
Transfer any Securities to any Person other than (i) through a public sale of
Securities or any  sale permitted under
Rule 144 promulgated under the Securities Act) or (ii) to a Transferee that
executes a Joinder Agreement to this Agreement in the form attached hereto as Exhibit
A.


 


2.3.  Non-Compliant Transfers Void. Any Transfer not
in compliance with this Section 2 shall not be effective and shall not be
recognized by the Company.


 


SECTION 3.                             ADDITIONAL OBLIGATIONS


 


3.1.  Board of Directors.


 


(a)                                  (i)                                     The rights of the
CityNet Holders under this Section 3.1 (including, without limitation, to
designate directors, remove directors, consent to changes in the size of the
Board and have representation on committees of the Board), but not their
obligations hereunder, shall cease upon the occurrence of a CityNet Termination
Event.


 


(ii)                                  The rights of the
Other Stockholders under this Section 3.1 (including, without limitation,
to designate directors, remove directors and consent to changes in the size of
the Board), but not their obligations hereunder, shall cease upon the
occurrence of a Other Stockholder Termination Event.


 


(b)         Unless otherwise agreed to by (x) the Majority
CityNet Holders and (y) holders of a majority of the Common Stock held by the
Other Stockholders, the Board of the Directors of Company shall consist of nine
(9) members.  The Stockholders hereby
agree to take all actions reasonably necessary or desirable within their power
(including, but not limited to, the voting of shares of Common Stock owned by
them, attendance at meetings in person or by proxy for purposes of obtaining a
quorum and execution of written consents in lieu of meetings), and the Company
shall take all reasonably necessary or desirable actions within its control


 


4

















 


(including, without limitation,
calling special board and stockholder meetings), to effectuate and carry out
the provisions of this Section 3.1.


 


(c)          The CityNet Holders shall be entitled to
designate five (5) members of the Board (the “CityNet Designees”), one (1) of
whom shall be a Class I Director, two (2) of whom shall be Class II Directors
and two (2) of whom shall be Class III Directors, as such terms are defined in
the Bylaws of the Company, provided that at least two (2) of the CityNet
Designees shall satisfy the criteria to be an “independent director” as defined
by any applicable rules of the NASDAQ Stock Market (or the primary stock
exchange on which the Common Stock is then listed, if any).


 


(d)         The members of the Board who are not CityNet
Designees (the “Company Designees”) shall include such individuals so as to be
in compliance with applicable law, regulation and rules of the NASDAQ Stock
Market (or the primary stock exchange on which the Common Stock is then listed,
if any).


 


(e)          In accordance with Rule 14f-1 promulgated
under the Exchange Act, four (4) CityNet Designees will become members of the
Board on the date hereof, and one (1) CityNet Designee will become a member of
the Board ten (10) days after the Company files and mails to record holders of
the Common Stock a 14f-1 information statement.  Ten (10) days after the filing and mailing of such information
statement, the members of the Board shall consist of:


 


(i)                                     Ronald Kaufman as
the CityNet Designee to be a Class I Director,  William J. Elsner and  Anthony
L. Coelho as CityNet Designees to be Class II Directors, Fred Vierra and  Anthony
S. Daffer as CityNet Designees to be Class III Directors, of which                
and                        
each qualify as an “independent director” under the currently applicable NASDAQ
definition; and


 


(ii)                                  Anthony P. Dolanski
and Carolyn F. Katz as Company Designees to be 
Class I Directors, Randall R. Lay as a Company Designee to be a Class II
Director and H. Robert Gill  as a Company Designee to be a Class III
Director, of which Messrs. Dolanski and Gill and Ms. Katz qualify as
“independent directors” under the currently applicable NASDAQ definition.


 


(f)            A CityNet Designee may only be removed from
the Board upon the agreement of the Majority CityNet Holders.  A Company Designee may only be removed from
the Board upon the agreement of holders of a majority of the Common Stock held
by the Other Stockholders.


 


(g)         In the event that any vacancy is created on
the Board by reason of the death, resignation or removal of any CityNet
Designee, such vacancy shall be filled by a substitute director designated by
the CityNet Holders.  In the event that
any vacancy is created on the Board by reason of the death, resignation or
removal of any Company Designee, such vacancy shall be filled by a substitute
director designated by holders of a majority of the Common Stock held by the
Other Stockholders.  Each of the
Stockholders shall cause its designated directors to elect the person
designated to fill any such vacancy.


 


5

















 


(h)         The Stockholders hereby agree to vote all of
the voting securities of the Company owned by them for the election of the
directors designated in accordance with Sections 3.1(c) and 3.1(d), for the
removal of directors in accordance with Section 3.1(f) or to cause the
directors then in office to elect replacements in the case of a vacancy in
accordance with Section 3.1(g) and otherwise in accordance with this
Section 3.1.


 


(i)             Provided that one or more of the CityNet
Designees meet the requirements (under applicable law, SEC rules and regulation
and the rules of NASDAQ or the primary exchange on which the Common Stock is
listed) to serve on any committee of the Board (including, without limitation,
the audit committee, the nominating committee and the compensation committee),
the CityNet Designees shall be entitled to representation on each such
committee at least proportionate to their representation on the Board.


 


3.2.  Certain Restrictions.  No Stockholder shall grant any proxy, enter into or agree to be
bound by any voting trust agreement or arrangement of any kind with respect to
any voting Securities, or enter into any stockholder agreements or arrangement
of any kind with respect to any Securities, any of which is inconsistent with
the provisions of this Agreement, including, but not limited to, any agreement
or arrangement with respect to the voting of voting securities of the Company,
nor shall any Stockholder act as a member of a group or in concert with any
other Person in connection with the acquisition of any Securities in any manner
inconsistent with the provisions of this Agreement.


 


3.3.  Directors’ and Officers’ Liability Insurance.  The Company shall maintain directors’ and
officers’ liability insurance coverage in form, dollar limits and types of
claims covered of at least equal to that of the directors’ and officers’
liability insurance currently maintained by the Company and from insurers
having a “financial strength” rating from A.M. Best (or an equivalent rating
agency) of A- or better.


 


SECTION 4.                             MISCELLANEOUS PROVISIONS


 


4.1.  Term. 
This Agreement shall take effect on the date of execution by each
Stockholder and shall terminate on the occurrence of a CityNet Termination Event.


 


4.2.  Specific Performance.  Each of the parties hereto acknowledges and agrees 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
having jurisdiction, subject to Section 4.4, in addition to any other
remedy to which such party may be entitled at law or in equity.


 


4.3.  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.


 


6

















 


4.4.  Governing Law; Jurisdiction.


 


(a)          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.


 


(b)         Each party hereto hereby irrevocably submits
to the non-exclusive jurisdiction, of the federal and state courts sitting in
the state of Delaware in any action, suit or proceeding arising in connection
with this Agreement, and agrees that any such action, suit or proceeding shall
be brought only in such court (and waives any objection based on forum  non
conveniens or any other objection to venue therein).  Service of process upon any party hereto in
any action, suit or proceeding arising in connection with this Agreement may be
made anywhere in the world.  Any such
process or summons to be served upon any of the parties (at the option of the
party bringing such action, proceeding or claim) may be served by transmitting
a copy thereof, by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 4.6
hereof.  Such mailing shall be deemed
personal service and shall be legal and binding upon the party so served in any
action, proceeding or claim.  Nothing
herein shall affect the right of any party hereto to serve process in any other
manner permitted by law.


 


4.5.  Assignment. 
This Agreement shall be binding upon and inure to the benefit of the
Company and each Stockholder; this Agreement does not create, and shall not be
construed as creating, any rights enforceable by any other Person.  If any involuntary Transferee acquires
Securities in any manner, whether by operation of law or otherwise, such
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement.


 


4.6.  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


 


7

















 


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


 


If to an Other Stockholder, 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.


 


4.7.  Entire Agreement; Amendment. This Agreement is
complete, reflects the entire agreement of the parties with regard to its
subject matter, supersedes all previous written or oral negotiations, commitments
and writings between the parties hereto with respect to the subject matter
hereof, if any, and, except as otherwise provided herein, may not be amended,
supplemented or discharged except by an instrument in writing signed in any
such case (a) by the Majority CityNet Holders and (b) by the holders of a
majority of the Common Stock held by the Other Stockholders.


 


4.8.  Waiver. 
Any waiver by any party of a breach of any provisions of this Agreement
shall not operate as or be construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this Agreement.  The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.  Any waiver must be evidenced by a writing
signed by the party against whom the waiver is sought to be enforced.


 


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.


 


8

















 


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.  Expenses. 
Each of the parties shall pay its own expenses in connection with the
negotiation, execution and performance of the Agreement.


 


4.12.  Effect of Headings.  The section headings herein are for convenience only and
shall not affect the meaning or interpretation of this Agreement.


 


4.13.  Inspection. 
So long as this Agreement is in effect, this Agreement shall be made
available for inspection by any holder of Common Stock at the Company’s
principal offices.  The Company shall
send a copy of this Agreement to any legitimately interested party without
charge upon receipt of a written request therefor.


 


 


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9

















 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement on the day and year first
above written.


 


 


	
   

  	
  CITYNET TELECOMMUNICATIONS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Emilio Pardo

  	
   

  
	
   

  	
  Name:  Emilio Pardo

  
	
   

  	
  Title:  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  UNIVERSAL ACCESS GLOBAL HOLDINGS

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Randall R. Lay

  	
   

  
	
   

  	
  Name:  Randall R. Lay

  
	
   

  	
  Title:  President and Chief
  Executive Officer

  



 

















 


	
   

  	
  ICG HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Susan Niemeyer

  	
   

  
	
   

  	
  Name:  Susan Niemeyer

  
	
   

  	
  Title:  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  Held by such Stockholder:  21,664,124

  
	
   

  	
   

  	
   

  
	
   

  	
  435 Devon Park Drive

  
	
   

  	
  600 Building

  
	
   

  	
  Wayne, PA 19087

  



 

















 


	
   

  	
  COMMUNICATIONS VENTURES III, L.P.

  
	
   

  	
  By:

  	
   COMVEN III, L.L.C., Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Michael P. Rolnick

  	
   

  
	
   

  	
  Name:  Michael P. Rolnick

  
	
   

  	
  Title:  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  Held by such Stockholder:  12,390,375

  
	
   

  	
   

  	
   

  
	
   

  	
  305 Lytton Avenue

  
	
   

  	
  Palo Alto, California 94301

  



 

















 


	
   

  	
  COMMUNICATIONS VENTURES III, CEO &
ENTREPRENEURS’ FUND L.P.

  
	
   

  	
  By: COMVEN III,
  L.L.C., Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Michael P. Rolnick

  	
   

  
	
   

  	
  Name:  Michael P. Rolnick

  
	
   

  	
  Title:  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  625,221

  
	
   

  	
   

  	
   

  
	
   

  	
  305 Lytton Avenue

  
	
   

  	
  Palo Alto, California 94301

  



 

















 


	
   

  	
  PATRICK C. SHUTT DECLARATION OF

  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Patrick C. Shutt

  	
   

  
	
   

  	
  Name:  Patrick C. Shutt

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  849,778

  
	
   

  	
   

  	
   

  
	
   

  	
  One Tower Lane, Suite 1700

  
	
   

  	
  Oakbrook Terrace, Illinois 60181

  



 

















 


	
   

  	
  SHUTT FAMILY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Patrick C. Shutt

  	
   

  
	
   

  	
  Name:  Patrick C. Shutt

  
	
   

  	
  Title:  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  870,000

  
	
   

  	
   

  	
   

  
	
   

  	
  One Tower Lane, Suite 1700

  
	
   

  	
  Oakbrook Terrace, Illinois 60181

  



 

















 


	
   

  	
  CONNER  SHUTT
  UTMA ILLINOIS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Patrick C. Shutt

  	
   

  
	
   

  	
  Name:  Patrick C. Shutt

  
	
   

  	
  Title:  Custodian

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  111,300

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
  Address

  



 

















 


	
   

  	
  CAMERON K. SHUTT UTMA ILLINOIS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Patrick C. Shutt

  	
   

  
	
   

  	
  Name:  Patrick C. Shutt

  
	
   

  	
  Title:  Custodian

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  110,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
  Address

  



 

















 


	
   

  	
  ROBERT J. POMMER, JR. DECLARATION OF

  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Robert J. Pommer, Jr.

  	
   

  
	
   

  	
  Name:  Robert J. Pommer, Jr.

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  2,007,759

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
  Address

  



 

















 


	
   

  	
  POMMER FAMILY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Robert J. Pommer, Jr.

  	
   

  
	
   

  	
  Name:  Robert J. Pommer, Jr.

  
	
   

  	
  Title:  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  1,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
  Address

  



 

















 


	
   

  	
  ELIZABETH M. POMMER DECLARATION OF

  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Elizabeth M. Pommer

  	
   

  
	
   

  	
  Name:  Elizabeth M. Pommer

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock

  
	
   

  	
  Held by such Stockholder: 
  199,545

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
  Address

  



 

















 


	
   

  	
  THOMAS KAPSALIS DECLARATION OF

  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /S/ Thomas Kapsalis

  	
   

  
	
   

  	
  Name:  Thomas Kapsalis

  
	
   

  	
  Title:  Trustee

  
	
   

  	
   

  
	
   

  	
  Number of shares of Common Stock held by such Stockholder:  The stockholders agreement is limited to
  the 879,996 shares of common stock which were transferred from Patrick Shutt
  to Thomas Kapsalis and does not cover any other shares owned by Thomas
  Kapsalis or his affiliates.

  
	
   

  	
   

  
	
   

  	
  1021 West Adams

  
	
   

  	
  Chicago, Illinois 60607

  



 

















 


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 Stockholders’ Agreement (the
“Stockholders’ Agreement”), 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., ICG Holdings,
Inc., Communication Ventures III, L.P., Communication Ventures III CEO &
Entrepreneurs’ Fund, L.P., ComVen III, L.L.C., Robert Pommer, Patrick Shutt and
each signatory to a Joinder Agreement in the form hereof, parties thereto have
agreed, inter
alia, to vote their voting securities in the Company in the manner
set forth in Stockholders’ Agreement; and


 


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


 


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


 


1.                                       Joinder
to Stockholders’ Agreement.  The
Joining Party hereby joins in the Stockholders’ Agreement 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 Stockholders’ Agreement embody the
entire agreement and understanding of the Joining Party and the other parties
to the Stockholders’ Agreement 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 Stockholders’
Agreement 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:

  



 

















 


SCHEDULE B


 


1.                                       Patrick
Shutt to transfer up to 120,000 shares of Common Stock to Tom Kapsalis