**Exhibit 3.1.1**

 

**CERTIFICATE OF AMENDMENTTO RESTATED CERTIFICATE OF INCORPORATION OFUNIVERSAL ACCESS GLOBAL HOLDINGS INC.**

 

UniversalAccess Global Holdings Inc. (the “Corporation”), a corporation organized andexisting under and by virtue of Delaware General Corporation Law, DOES HEREBYCERTIFY:

 

FIRST:  That the Corporation’s Restated Certificateof Incorporation be, and hereby is, amended by inserting the following at thebeginning of Article FOURTH:

 

Effective the close of business on August 8, 2003 (the “EffectiveTime”) each one (1) share of Common Stock of the Corporation issued andoutstanding immediately prior to the Effective Time (“Old Common Stock”) shallautomatically be combined, without any action on the part of the holderthereof, into one-twentieth (1/20th) of one (1) share of fullypaid and nonassessable Common Stock of the Corporation (“New Common Stock”),subject to the treatment of fractional share interests described below.

 

Following the Effective Time, each holder of Old Common Stock shall beentitled to receive upon surrender of such holder’s certificate(s) representingOld Common Stock (whether one or more, “Old Certificates”) for cancellationpursuant to procedures adopted by the Corporation, a book entry (directregistration) or a certificate(s) representing the number of whole shares ofNew Common Stock (whether one or more, “New Certificates”) into which and forwhich the shares of Old Common Stock formerly represented by such OldCertificates so surrendered are reclassified under the terms hereof. From andafter the Effective Time, Old Certificates shall represent only the right toreceive a book entry (direct registration) representing the New Common Stock orNew Certificates and, where applicable, cash in lieu of fractional shares, asprovided below.

 

No fractional shares of Common Stock of the Corporation shall beissued. No stockholder of the Corporation shall transfer any fractional sharesof Common Stock of the Corporation. The Corporation shall not recognize on itsstock record books any purported transfer of any fractional share of CommonStock of the Corporation. A holder of Old Certificates at the Effective Timewho would otherwise be entitled to a fraction of a share of New Common Stockshall, in lieu thereof, be entitled to receive a cash payment in an amountequal to the fraction to which the stockholder would otherwise be entitledmultiplied by the per share sales price of the Common Stock in a sale completedby the transfer agent of the Corporation.

 

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SECOND:  That the Board ofDirectors of the Corporation approved the foregoing amendment by unanimouswritten consent in accordance with the provisions of Sections 141(f) and242 of the Delaware General Corporation Law and directed that such amendment besubmitted to the stockholders of the Corporation entitled to vote thereon fortheir consideration, approval and adoption thereof.

 

THIRD:  That the stockholders ofthe Corporation entitled to vote thereon approved the foregoing amendment inaccordance with the provisions of Section 242 of the Delaware GeneralCorporation Law.

 

IN WITNESS WHEREOF, the undersigned, being the Secretary of theCorporation, for the purpose of amending the Restated Certificate ofIncorporation in accordance with the applicable provisions of the DelawareGeneral Corporation Law, under penalties of perjury does hereby declare andcertify that this is the act and deed of the Corporation and that the factsstated herein are true, and accordingly has hereunto signed this Certificate ofAmendment to Restated Certificate of Incorporation as of August 8, 2003.

 
|   |   | UNIVERSAL ACCESS GLOBAL  HOLDINGS INC. |
|--------|--------|----------------------------------------|
|   |   |                                   |   |
|   |   | By:                                    | /S/ Scott D. Fehlan |
|   |   |                                   | Scott D. Fehlan, Secretary |

 

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