**Exhibit 4.6**

 

REGISTRATION RIGHTS AGREEMENT

 

AGREEMENT (asamended, restated, supplemented or otherwise modified from time to time, the“Agreement”) dated as of July 23, 2003 by and among Universal AccessGlobal Holdings Inc., a Delaware corporation (the “Company”), CityNetTelecommunications, Inc. (together with its successors and assigns, “CityNet”)and each party that executes a Joinder Agreement in the form of Exhibit Ahereto (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, theCompany 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 acondition to its purchase of the Shares, CityNet has required that the Company enterinto this Agreement which grants the Stockholders certain rights to have theirRegistrable Shares (as defined below) registered under the United StatesSecurities Act of 1933, as amended (the “Securities Act”).

 

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

 

SECTION 1                                   DEFINITIONS.

 

As usedherein, each of the following terms shall have the meaning set forth orreferred to below:

 

“Affiliate” ofany Person (hereinafter “first Person”) shall mean (i) any other Person who,directly or indirectly, is in Control of, is Controlled by or is under commonControl with such first Person; (ii) any Person who is a director or executiveofficer (as defined in Rule 3b-7 promulgated under the Exchange Act) of suchfirst Person or any Person described in clause (i) above; or (iii) any Personwho 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 whichbanking institutions in the State of New York are authorized or obligated toclose.

 

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

 

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

 

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

 

“Control” of aPerson shall mean the power, direct or indirect, to direct or cause thedirection of the management and policies of such Person, whether through theownership 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.

 

“DemandNotice” shall have the meaning set forth in Section 2.1(a) of thisAgreement.

 

“DemandRegistration” shall have the meaning set forth in Section 2.1(a) of thisAgreement.

 

“DemandingHolders” shall have the meaning set forth in Section 2.1(a) of thisAgreement.

 

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

 

“ExemptedRegistration” shall have the meaning set forth in Section 2.2(a) of thisAgreement.

 

“Hold BackPeriod” shall have the meaning set forth in Section 2.3(a) of thisAgreement.

 

“ImmediateFamily 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 ofthe foregoing.

 

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

 

“InterruptionPeriod” shall have the meaning set forth in Section 2.4(k) of thisAgreement.

 

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

 

“NASD” shallmean the National Association of Securities Dealers, Inc., or any successorthereof.

 

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“Person” shallmean any natural person, corporation, limited partnership, limited liabilitycompany, general partnership, joint stock company, joint venture, association,company, trust, bank, trust company, land trust, business trust or otherorganization whether or not a legal entity, and any government or agency orpolitical subdivision thereof.

 

“PiggybackRegistration” shall have the meaning set forth in Section 2.2(a) of thisAgreement.

 

“ProposingHolders” shall have the meaning set forth in Section 2.2(b) of thisAgreement.

 

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

 

“PurchaseAgreement” 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.

 

“RegistrableShares” shall mean (i) any shares of Common Stock held by the Stockholder,including, but not limited to, any shares of Common Stock issued or issuableupon conversion of shares of preferred stock of the Company, (ii) any shares ofCommon Stock issuable to a Stockholder upon the exercise or conversion of anysecurity or instrument granting such Stockholder the right to purchase sharesof Common Stock, and (iii) any other securities issued and issuable withrespect to any such shares described in clause (i) or (ii) above by way of astock 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 bedeemed to be a holder of Registrable Shares whenever such Person has the rightto acquire or obtain from the Company any Registrable Shares, whether or notsuch acquisition has actually been effected), *provided, however,*thatshares 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 underwriterin a public distribution or a public securities transaction, or (ii) suchshares have been sold in a transaction exempt from the registration andprospectus delivery requirements of the Securities Act under Section 4(1)thereof so that all transfer restrictions and restrictive legends with respectto such shares are removed upon the consummation of such sale and the sellerand purchaser of such shares shall have received an opinion of counsel for theCompany, which shall be in form and content reasonably satisfactory to theseller and purchaser and their respective counsel, to the effect that suchshares of Common Stock in the hands of the purchaser are freely transferablewithout restriction or registration under the Securities Act in any public orprivate transaction.

 

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

 

“RegistrationStatement” shall mean any registration statement of the Company under theSecurities Act that covers any of the Registrable Shares pursuant to theprovisions of this Agreement, including the related Prospectus, all amendmentsand supplements to such registration statement (including pre- andpost-effective amendments), all exhibits thereto and all material incorporatedby reference or deemed to be incorporated by reference in such registrationstatement.

 

“SEC” shallmean the United States Securities and Exchange Commission, or any successorthereof.

 

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

 

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

 

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

 

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

 

Words usedherein, regardless of the number and gender specifically used, shall be deemedand construed to include any other number, singular or plural, and any othergender, 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 thisAgreement shall be interpreted in accordance with generally accepted accountingprinciples in the United States as in effect from time to time, applied on aconsistent basis.

 

SECTION 2                                   REGISTRATIONRIGHTS AND PROCEDURE.

 

2.1.                              DemandRegistration.

 

(a)                                  Atany time, and from time to time, Stockholders holding not less than 25% of theRegistrable Shares, shall have the right, by written notice (the “DemandNotice”) given to the Company, to request the Company to register under and inaccordance with the provisions of the Securities Act all or any portion of theRegistrable Shares held by such Stockholders (the “Demanding Holders”) theexpected gross proceeds of which (based upon the price per share to be setforth 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, theCompany shall promptly, but in no event more than five Business Days afterreceipt thereof, notify each other Stockholder of the receipt of such DemandNotice and, subject to the limitations set forth below, shall include in theproposed registration all Registrable Shares with respect to which the Companyhas received a written request for inclusion therein within 15 Business Daysafter delivery of the Company’s notice. In connection with any

 

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Demand Registration in whichmore than one Stockholder participates, in the event that such DemandRegistration involves an underwritten offering and the managing underwriter orunderwriters participating in such offering advise in writing the Stockholdersparticipating in such offering that the total amount of securities to beincluded in such offering exceeds the amount that can be sold in (or during thetime of) such offering without delaying or jeopardizing the success of suchoffering (including the price per share of the securities to be sold), then thetotal number or amount of securities to be included in such underwrittenoffering shall be reduced to a number deemed satisfactory by such managingunderwriter or underwriters, *provided*, that the securities to be excludedshall be determined in the following sequence: (i) first, securities proposed by the Company to be sold for its ownaccount and securities held by holders of securities of the Company other thanRegistrable Shares requesting and legally entitled to include such securitiesin such registration, on a *pro rata* basis (based upon the number oramount of securities requested (or proposed) to be registered by each suchholder and the Company); (ii) second, securities held by holders of RegistrableShares other than Demanding Holders, on a *pro rata* basis (based upon the number ofRegistrable Shares beneficially held by each such holder); and (iii) third,securities held by Demanding Holders, on a *pro rata* basis (based upon the number ofRegistrable Shares beneficially held . The holders of Registrable Shares shall be entitled to an aggregate of **three**DemandRegistrations on Form S-1 or Form S-2 (or any similar or successor formsthereto) 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 formsthereto), to the extent the Company meets the requirement for the use thereof,)pursuant to this Section 2.1; *provided*, that any Demand Registrationthat (x) does not become effective, (y) is not maintained for the time periodrequired in accordance with Section 2.1(c) hereof, or (z) pursuant towhich the Demanding Holders do not register at least 51% of the RegistrableShares specified in a Demand Notice, shall not count as one of such DemandRegistrations.

 

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

 

(c)                                  Subjectto 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 receivesa Demand Notice given by Demanding Holders in accordance withSection 2.1(a) hereof, and the Company shall thereafter cause to bedeclared effective as promptly as practicable, a Registration Statement on theappropriate form for the registration and sale, in accordance with the intendedmethod or methods of distribution, of the total number of Registrable Sharesspecified by the Demanding Holders in such Demand Notice together with anyother Registrable Shares with respect to which the Company has received awritten request for inclusion in accordance with Section 2.1(a) hereof,subject to reduction as set forth in Section 2.1(a) hereof.

 

(d)                                 TheCompany shall use best efforts to keep each Registration Statement filedpursuant to this Section 2.1 continuously effective and usable for theresale of the Registrable Shares covered thereby for a period of 180 days fromthe date on which the SEC declares such Registration Statement effective, assuch period may be extended pursuant to this Section 2.1, or if shorter,until all the Registrable Shares covered by such Registration Statement havebeen sold pursuant to such Registration Statement.

 

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(e)                                  TheCompany shall be entitled to postpone the filing of any Registration Statementotherwise required to be prepared and filed by the Company pursuant to thisSection 2.1, or suspend the use of any effective Registration Statement underthis Section 2.1, for a reasonable period of time which shall be as shortas 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 distributionof the Registrable Shares covered or to be covered by such RegistrationStatement would materially interfere with any pending or imminent materialfinancing, acquisition, disposition or corporate reorganization or othermaterial corporate development involving the Company or any of its subsidiariesor would require premature disclosure thereof and promptly gives the DemandingHolders written notice of such determination, containing a statement of thereasons for such postponement and an approximation of the period of the anticipateddelay; *provided,however*, that (i) the aggregate number of days included in all DelayPeriods 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 andInterruption Periods during such consecutive 12 months and (ii) a period of atleast 60 days shall elapse between the termination of any Delay Period, HoldBack Period or Interruption Period and the commencement of the immediatelysucceeding Delay Period.  If the Companyshall so postpone the filing of a Registration Statement, the holders ofRegistrable Shares to be registered shall have the right to withdraw therequest for registration by giving written notice to the Company within 30 daysafter receipt of the notice of postponement or, if earlier, the termination ofsuch Delay Period.  The time period forwhich the Company is required to maintain the effectiveness of any RegistrationStatement shall be extended by the aggregate number of days of all Delay Periods,all Hold Back Periods and all Interruption Periods occurring during suchRegistration.  The Company shall not beentitled to initiate a Delay Period unless it shall (A) to the extent permittedby agreements with other securityholders of the Company, concurrently prohibitsales by such other securityholders under registration statements coveringsecurities held by such other security holders and (B) in accordance with theCompany’s policies from time to time in effect, forbid purchases and sales in theopen market by senior executives of the Company.

 

(f)                                    TheDemanding Holders may, at any time prior to the effective date of theRegistration Statement relating to a Demand Registration, revoke such requestby providing a written notice to the Company revoking such request.  However, if such revocation is made afterfiling of a Registration Statement with the SEC, then, for all such revocationsafter the second such revocation, the registration will be deemed to have beencompleted for purposes of being counted against the quota of DemandRegistrations to which the Demanding Holders are entitled pursuant to thisAgreement.

 

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

 

2.2.                              PiggybackRegistration.

 

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

 

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

 

(b)                                 TheCompany shall permit the Stockholders to include all such Registrable Shares onthe same terms and conditions as any similar securities, if any, of the Companyincluded therein.  Notwithstanding theforegoing, in the event that any Piggyback Registration involves anunderwritten offering and the managing underwriter or underwritersparticipating in such offering advise in writing the Stockholders requestingregistration that the total amount of securities requested to be included insuch Piggyback Registration exceeds the amount which can be sold in (or duringthe time of) such offering without delaying or jeopardizing the success of theoffering (including the price per share of the securities to be sold), then theamount of securities to be offered for the account of the Company and of anyholder of securities (including the Stockholders) shall be reduced to a numberdeemed satisfactory by such managing underwriter or underwriters, *provided*,that the securities to be excluded shall be determined in the followingsequence:

 

(i)                                     inthe event the offering was proposed by or for the account of holders ofsecurities of the Company (the “Proposing Holders”): (A) first, securitiesproposed to be offered for the account of the Company; (B) second, securitiesrequested to be registered by holders of securities of the Company other thanthe Proposing Holders or holders of Registrable Shares, on a *pro rata*basis (based upon the number of shares of Common Stock beneficially held byeach such holder); (C) third, securities held by holders of Registrable Shares,on a *prorata* 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 uponthe number or of shares of Common Stock beneficially held by each such holder);and

 

(ii)                                  inthe 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 thanholders of Registrable Shares, on a *pro rata* basis (based upon the number  of shares of Common Stock beneficially heldby each such holder); (B) second, securities held by holders of RegistrableShares on a *prorata* basis (based upon the number of Registrable Shares beneficiallyheld by each such holder); and (C) third, securities proposed to be offered forthe account of the Company.

 

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(c)                                  Nothingin this Agreement shall create any liability on the part of the Company to theStockholders if the Company in its sole discretion should decide not to file aRegistration 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, whetheras a result of the issuance by the Company of any notice hereunder orotherwise.

 

2.3.                              HoldbackAgreement.

 

(a)                                  If(x) the Company shall file a Registration Statement (other than an ExemptedRegistration) with respect to an underwritten public offering of Common Stockor similar securities or securities convertible into, or exchangeable orexercisable for, such securities and (y) with reasonable prior notice, themanaging underwriter or underwriters advise the Company in writing (in whichcase the Company shall notify the Stockholders with a copy of suchunderwriter’s notice) that a sale or distribution of Registrable Shares wouldmaterially adversely affect such offering, then, to the extent not inconsistentwith applicable law, unless such managing underwriter or underwriters otherwiseagree, no Stockholder shall, directly or indirectly, sell, offer, contract orgrant any option to sell (including, without limitation, in connection with anyshort sale), pledge, transfer (other than to Affiliates), establish an open“put equivalent position” within the meaning of Rule 16a-1(h) under theExchange Act, or otherwise dispose of any Registrable Shares held by it (exceptas part of such underwritten public offering) during the period beginning 7days prior to the effective date of such Registration Statement and continuinguntil the earlier of (A) the abandonment of such offering and (B) 90 days (orsuch shorter period of time as is sufficient and appropriate in the opinion ofthe managing underwriter or underwriters in order to complete the sale anddistribution of securities included in such registration) after the effectivedate of such Registration Statement (each such period, a “Hold Back Period”); *provided*,that no Stockholder shall be subject to the restrictions contained in thisSection 2.3(a) unless each officer and director of the Company regardlessof the number of shares of Common Stock then owned by such officer or directorand each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) ofat least 5% of the issued and outstanding shares of Common Stock also agree tobe bound by such restrictions; and *provided further*, that the provision ofthis Section 2.3(a) shall not be applicable to any Stockholder thatbeneficially owns less than 3% of the outstanding Common Stock of the Company(assuming conversion of all convertible securities of the Company beneficiallyowned by such Stockholder) if such Stockholder is not at such time an Affiliateof 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 securitiesor by agreement) to designate or select one or more members of the Board ofDirectors of the Company.

 

(b)                                 If(x) the Company shall file a Registration Statement in connection with anunderwritten offering made pursuant to a Demand Registration or that involves aPiggyback Registration (other than an Exempted Registration) with respect to anunderwritten public offering of Common Stock and (y) with reasonable priornotice, the managing underwriter or underwriters advise the Company in writing(in which case the Company shall notify the Stockholders with a copy of suchunderwriter’s notice) that a sale or distribution of securities of the Companywould materially adversely affect such offering, then, to the extent notinconsistent with applicable law, unless such managing underwriter orunderwriters otherwise agree, the

 

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

 

2.4.                              RegistrationProcedures.  In connection with theregistration obligations of the Company pursuant to and in accordance withSections 2.1 and 2.2 hereof (and subject to Sections 2.1 and 2.2 hereof), theCompany shall use best efforts to effect such registration to permit the saleof Registrable Shares in accordance with the intended method or methods ofdisposition thereof, and pursuant thereto the Company shall as expeditiously aspossible (but subject to Sections 2.1 and 2.2 hereof):

 

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

 

(b)                                 prepareand file with the SEC such amendments (including post-effective amendments) tosuch Registration Statement, and such supplements to the related Prospectus, asmay be required by the applicable rules, regulations or instructions under theSecurities Act during the applicable period, in accordance with the intendedmethods of disposition specified by the holders of the Registrable Sharescovered by such Registration Statement, make generally available earningsstatements satisfying the provisions of Section 11(a) of the SecuritiesAct (provided that the Company shall be deemed to have complied with thisclause if it has complied with Rule 158 under the Securities Act), and causethe related Prospectus as so supplemented to be filed pursuant to Rule 424under the Securities Act, if necessary; *provided, however*, that before filing aRegistration Statement or Prospectus, or any amendments or supplements thereto(other than reports required to be filed by it under the Exchange Act), theCompany shall furnish to the holders of Registrable Shares covered by suchRegistration Statement and each counsel for such holders and each managingunderwriter, if any, for review and comment, copies of all documents requiredto be filed;

 

(c)                                  notifythe holders of any Registrable Shares covered by such Registration Statementpromptly and (if requested) confirm such notice in writing, (i) when aRegistration Statement, Prospectus or Prospectus supplement or pre-effective orpost-effective amendment thereto has been filed, and, with respect to suchRegistration Statement or any post-effective amendment, when the same hasbecome effective, (ii) of any request by the SEC for amendments or supplementsto such Registration Statement or the related Prospectus or for additionalinformation regarding such holders, (iii) of the issuance by the SEC of anystop order suspending the effectiveness of such Registration Statement or theinitiation of any proceedings for that purpose, (iv) of the receipt by theCompany of any notification with respect to the suspension of the qualificationor exemption from qualification of any of the Registrable Shares for sale inany jurisdiction or the initiation or threatening of any proceeding for such purposeand (v) at any time when a prospectus is required to be delivered under theSecurities Act, of the happening of any event that requires the making of anychanges in such Registration Statement, Prospectus or

 

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documents incorporated ordeemed incorporated therein by reference so that they will not contain anyuntrue statement of a material fact or omit to state any material fact requiredto be stated therein or necessary to make the statements therein notmisleading;

 

(d)                                 useits best efforts to obtain the withdrawal of any order suspending theeffectiveness of such Registration Statement, or the lifting of any suspensionof the qualification or exemption from qualification of any Registrable Sharesfor sale in any jurisdiction in the United States;

 

(e)                                  furnishto the holder of any Registrable Shares covered by such Registration Statement,each counsel for such holders and each managing underwriter, if any, withoutcharge, one conformed copy of such Registration Statement, as declaredeffective by the SEC, and of each post-effective amendment thereto, in eachcase including financial statements and schedules and all exhibits and reportsincorporated or deemed to be incorporated therein by reference; and deliver,without charge, such number of copies of the preliminary prospectus, anyamended preliminary prospectus, each final Prospectus and any post-effectiveamendment or supplement thereto, as such holder may reasonably request in orderto facilitate the disposition of the Registrable Shares of such holder coveredby such Registration Statement in conformity with the requirements of theSecurities Act;

 

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

 

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

 

(h)                                 useits best efforts to cause all Registrable Shares covered by such RegistrationStatement to be listed on each securities exchange, if any, on which securitiesof the same class issued by the Company are then listed or quoted and, if nosuch securities are so listed, to be listed on a national securities exchangeor the Nasdaq Stock Market and, if listed on the Nasdaq Stock Market, use itsbest efforts to secure designation of all such Registrable Shares covered bysuch Registration Statement as “NASDAQ Securities” within the meaning of Rules11Aa2-1 and 11Aa3-1 promulgated under the Exchange Act or, failing that, tosecure Nasdaq Stock Market authorization for such Registrable Shares and,without limiting the generality of

 

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the foregoing, to arrange forat least two market makers to register as such with respect to such RegistrableShares with the NASD;

 

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

 

(j)                                     makeavailable for inspection by any holder of Registrable Shares included in suchRegistration Statement, any underwriter participating in any offering pursuantto such Registration Statement, and any attorney, accountant or other agentretained by any such holder or underwriter (collectively, the “Inspectors”),all financial and other records and other information, pertinent corporatedocuments and properties of any of the Company and its subsidiaries andAffiliates (collectively, the “Records”), as shall be reasonably necessary toenable them to exercise their due diligence responsibilities; *provided,however*, that the Records that the Company determines, in goodfaith, to be confidential and which it notifies the Inspectors in writing areconfidential shall not be disclosed to any Inspector unless, upon thereasonable request of the Company, such Inspector signs a confidentialityagreement reasonably satisfactory to the Company (which confidentialityagreement shall permit the disclosure of such Records in the instancesdescribed in subclauses (i) and (ii) of this sentence) or either (i) thedisclosure of such Records in such Registration Statement or the relatedProspectus is necessary to avoid or correct a material misstatement in ormaterial omission from such Registration Statement or Prospectus or (ii) therelease of such Records, if such release is ordered pursuant to a subpoena orother order from a court of competent jurisdiction; *provided further, however*,that (A) any decision regarding the disclosure of information pursuant tosubclause (i) shall be made only after consultation with counsel for theapplicable Inspectors and the Company and (B) with respect to any release ofRecords pursuant to subclause (ii), each holder of Registrable Shares agreesthat it shall, promptly after learning that disclosure of such Records issought in a court having jurisdiction, give notice to the Company so that theCompany, at the Company’s expense, may undertake appropriate action to preventdisclosure of such Records; and

 

(k)                                  ifsuch offering is an underwritten offering, enter into such agreements(including an underwriting agreement in form, scope and substance as iscustomary in underwritten offerings) and take all such other appropriate andreasonable actions requested by the managing underwriters or the holders of theRegistrable Shares being sold in connection therewith) in order to expedite orfacilitate the disposition of such Registrable Shares, and in such connection,(i) cause its counsel to provide opinions and updates thereof (which counseland opinions (in form, scope and substance) shall be reasonably satisfactory tothe managing underwriters and counsel to the holders of the Registrable Sharesbeing sold), addressed to each holder of Registrable Shares covered by suchRegistration Statement and each of the underwriters as to the matterscustomarily covered in opinions requested in underwritten offerings and suchother matters as may be reasonably requested by such counsel and underwriters,(ii) cause its independent certified public accountants to provide “coldcomfort” letters and updates thereof (and, if necessary, any other independentcertified public accountants of any subsidiary of the Company or of anybusiness acquired by the Company for which financial statements and financialdata are, or are required to be, included in the Registration Statement),addressed to each selling holder of Registrable Shares covered by theRegistration

 

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Statement (unless suchaccountants shall be prohibited from so addressing such letters by applicablestandards of the accounting profession) and each of the underwriters, suchletters to be in customary form and covering matters of the type customarilycovered in “cold comfort” letters in connection with underwritten offerings and(iii) if requested and if an underwriting agreement is entered into, provideindemnification provisions and procedures reasonably requested by suchunderwriters.  The above shall be doneat each closing under such underwriting or similar agreement, or as and to theextent required thereunder.  The Companymay require each holder of Registrable Shares covered by a RegistrationStatement to furnish such information in writing regarding such holder and suchholder’s intended method of disposition of such Registrable Shares as it mayfrom time to time reasonably request in writing.  If any such information is not furnished by a holder of RegistrableShares within a reasonable period of time after receipt of such request, theCompany may exclude such holder’s Registrable Shares from such RegistrationStatement.  Each holder of RegistrableShares covered by a Registration Statement agrees that, upon receipt of anynotice from the Company of the happening of any event of the kind described inSection 2.4(c)(ii), 2.4 (c)(iii), 2.4 (c)(iv) or 2.4 (c)(v) hereof, thatsuch holder shall forthwith discontinue disposition of any Registrable Sharescovered by such Registration Statement or the related Prospectus until receiptof the copies of the supplement or amendment to such Prospectus or any documentincorporated or deemed to be incorporated therein by reference, contemplated bySection 2.4 (g) hereof, or until such holder is advised in writing by theCompany that the use of the applicable Prospectus may be resumed (such periodduring which disposition is discontinued being an “Interruption Period”) and,if requested by the Company, the holder shall deliver to the Company (at theexpense of the Company) all copies then in its possession, other than permanentfile copies then in such holder’s possession, of the Prospectus covering suchRegistrable Shares at the time of receipt of such request.  Each holder of Registrable Shares covered bya Registration Statement further agrees not to utilize any material other thanthe applicable current preliminary prospectus or Prospectus in connection withthe offering and/or sale of such Registrable Shares.

 

2.5.                              RegistrationExpenses.  Whether or not anyRegistration Statement is filed or becomes effective, the Company shall pay allcosts, fees and expenses incident to the Company’s performance of or compliancewith this Agreement, including (i) all registration and filing fees, includingNASD filing fees, (ii) all fees and expenses of compliance with securities orBlue Sky laws, including reasonable fees and disbursements of counsel inconnection therewith, (iii) printing expenses (including expenses of printingcertificates for Registrable Shares and of printing prospectuses if theprinting of prospectuses is requested by the holders of the Registrable Sharesbeing sold or the managing underwriter, if any), (iv) messenger, telephone anddelivery expenses, (v) fees and disbursements of counsel for the Company, (vi)fees and disbursements of all independent certified public accountants of theCompany (including expenses of any “cold comfort” letters required inconnection with this Agreement) and all other persons retained by the Companyin connection with such Registration Statement, (vii) reasonable fees anddisbursements of one counsel for the holders of Registrable Shares included insuch Registration, (viii) fees and disbursements of underwriters customarilypaid by the issuers or sellers of securities and (ix) all other costs, fees andexpenses incident to the Company’s performance or compliance with thisAgreement.  Notwithstanding theforegoing, any discounts, commissions or brokers’ fees or fees of similarsecurities industry professionals and any transfer taxes relating to thedisposition of the Registrable Shares by a Stockholder, will be payable by suchStockholder and the Company will have no obligation to pay any such amounts.

 

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2.6.                              UnderwritingRequirements.

 

(a)                                  Subjectto Section 2.6(b) hereof, the Demanding Holders shall have the right, bywritten notice, to require that any Demand Registration provide for anunderwritten offering.

 

(b)                                 Inthe case of any underwritten offering pursuant to a Demand Registration,Demanding Holders (acting by decision of Demanding Holders holding not lessthan 51% of the shares requested by all Demanding Holders to be included in theapplicable Registration Statement) shall select the institution or institutionsthat shall manage or lead such offering, which institution or institutionsshall be reasonably satisfactory to the Company and to holders of a majority ofthe Registrable Shares to be included in such offering, other than theDemanding Holders.  In the case of anyunderwritten offering pursuant to a Piggyback Registration in connection with apublic offering of Shares for the account of the Company, the Company shallselect the institution or institutions that shall manage or lead suchoffering.  No holder of RegistrableShares shall be entitled to participate in an underwritten offering unless anduntil such holder has entered into an underwriting or other agreement with suchinstitution or institutions for such offering in such form as the Company andsuch institution or institutions shall determine and such holder completes andexecutes all questionnaires, powers of attorney, indemnities and otherdocuments reasonably required under the terms of such agreements.

 

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

 

2.7.                              AdditionalRegistration Rights.

 

(a)                                  Asof the date hereof , the Company has no outstanding registration rights held byany of the holders of the Company’s outstanding securities other than those asset forth on Schedule 2.7(a).

 

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

 

2.8.                              Transferabilityof Registration Rights.  Theregistration rights set forth in this Agreement are transferable to eachtransferee of Registrable Shares who receives any Registrable Shares, subjectto compliance with any transfer restrictions contained in any agreement withthe Company. Each subsequent holder of Registrable Shares must consent inwriting to be bound by the terms and conditions of this Agreement in order toacquire the rights granted pursuant to this Agreement.

 

2.9.                              BlackoutRights.  Following the effectivedate of any registration statement filed pursuant to Article 2 ofthis Agreement, the Company shall be entitled, from time to time, to notify theStockholders to discontinue offers or sales of shares pursuant to suchregistration statement for Registrable Shares for the period of time stated inthe written notice (the “Blackout Notice”), if the Company determines, in itsreasonable business judgment, that the disclosure

 

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

 

SECTION 3                                   INDEMNIFICATION.

 

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

 

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

 

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Losses arising out of or basedupon any untrue or alleged untrue statement of a material fact contained insuch Registration Statement or the related Prospectus or any amendment orsupplement thereto, or any preliminary prospectus, or arising out of or basedupon any omission or alleged omission of a material fact required to be statedtherein or necessary to make the statements therein (in the case of aProspectus, in the light of the circumstance under which they were made) notmisleading, to the extent, but only to the extent, that such untrue or allegeduntrue statement or omission or alleged omission is based upon any informationfurnished in writing by or on behalf of such Stockholder to the Companyexpressly for use in such Registration Statement or Prospectus.  Each Stockholder’s indemnity obligationsunder this Section 3 shall be limited to the total sales proceeds (net ofall underwriting discounts and commissions) actually received by suchStockholder in connection with the applicable offering.

 

3.3.                              Conductof Indemnification Proceedings.  Ifany Person shall be entitled to indemnity hereunder (hereinafter an“indemnified party”), such indemnified party shall give prompt notice to theparty from which such indemnity is sought (hereinafter the “indemnifyingparty”) of any claim or of the commencement of any proceeding with respect towhich such indemnified party seeks indemnification or contribution pursuanthereto; *provided,however*, that the delay or failure to so notify the indemnifyingparty shall not relieve the indemnifying party from any obligation or liabilityexcept to the extent that the indemnifying party has been prejudiced by suchdelay or failure. The indemnifying party shall have the right, exercisable bygiving written notice to an indemnified party promptly after the receipt ofwritten notice from such indemnified party of such claim or proceeding, toassume, at the indemnifying party’s expense, the defense of any such claim orproceeding, with counsel reasonably satisfactory to such indemnified party; *provided,however*, that (i) an indemnified party shall have the right toemploy separate counsel in any such claim or proceeding and to participate inthe defense thereof, but the fees and expenses of such counsel shall be at theexpense of such indemnified party unless: (1) the indemnifying party agrees topay such fees and expenses; (2) the indemnifying party fails promptly to assumethe defense of such claim or proceeding or fails to employ counsel reasonablysatisfactory to such indemnified party; or (3) the named parties to anyproceeding (including impleaded parties) include both such indemnified partyand the indemnifying party, and such indemnified party shall have been advisedby counsel that there may be one or more legal defenses available to it thatare inconsistent with those available to the indemnifying party or that aconflict of interest is likely to exist among such indemnified party and anyother indemnified parties (in which case the indemnifying party shall not havethe right to assume the defense of such action on behalf of such indemnifiedparty); and (ii) subject to clause (i)(3) above, the indemnifying party shallnot, in connection with any one such claim or proceeding or separate butsubstantially similar or related claims or proceedings in the same jurisdiction,arising out of the same general allegations or circumstances, be liable for thefees and expenses of more than one firm of attorneys (together with appropriatelocal counsel) at any time for all of the indemnified parties, or for fees andexpenses that are not reasonable. Whether or not such defense is assumed by the indemnifying party, suchindemnified party shall not be subject to any liability for any settlement madewithout its consent.  The indemnifyingparty shall not consent to entry of any judgment or enter into any settlementwithout the consent of the indemnified party unless (x) there is no finding oradmission of any violation of any rights of any Person and no effect on anyother claims that may be made against the indemnified party, (y) the solerelief provided is monetary damages that are paid in full by the indemnifyingparty and (z) such judgment or settlement includes as an unconditional termthereof the giving by the claimant

 

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

 

3.4.                              Contribution.  If the indemnification provided for in thisSection 3 is unavailable to an indemnified party in respect of any Losses(other than in accordance with its terms), then each applicable indemnifyingparty, in lieu of indemnifying such indemnified party, shall contribute to theamount paid or payable by such indemnified party as a result of such Losses, insuch proportion as is appropriate to reflect the relative fault of theindemnifying party, on the one hand, and such indemnified party, on the otherhand, in connection with the actions, statements or omissions that resulted insuch Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifyingparty, on the one hand, and indemnified party, on the other hand, shall bedetermined by reference to, among other things, whether any action in question,including any untrue statement of a material fact or omission or allegedomission to state a material fact, has been taken by, or relates to informationsupplied by, such indemnifying party or indemnified party, and the parties’relative intent, knowledge, access to information and opportunity to correct orprevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Lossesshall be deemed to include any legal or other fees or expenses incurred by suchparty in connection with any investigation or proceeding.  The parties hereto agree that it would notbe just and equitable if contribution pursuant to this Section 3.4 weredetermined by *pro rata* allocation or by any other method of allocationthat does not take account of the equitable considerations referred toabove.  Notwithstanding the provisionsof this Section 3.4, an indemnifying party that is a Stockholder shall notbe required to contribute any amount which is in excess of the amount by whichthe total proceeds (net of all underwriting discounts and commissions) receivedby such Stockholder from the sale of the Registrable Shares sold by such Stockholderin the applicable offering exceeds the amount of any damages that suchindemnifying party has otherwise been required to pay by reason of such untrueor 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 beentitled to contribution from any Person who was not guilty of such fraudulentmisrepresentation.

 

SECTION 4                                   MISCELLANEOUS

 

4.1.                              Rules144 and 144A.  The Company will usebest efforts to file any reports required to be filed by it under theSecurities Act and the Exchange Act and will make and keep current publicinformation regarding the Company available so as to enable holders ofRegistrable Shares to sell such Registrable Shares (i) without registrationunder 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 beamended from time to time or (B) any similar rule or rules hereafter adopted bythe SEC, so long as the exemptions provided for in such Rules would otherwisebe available to such holders at such time and/or (ii) pursuant to aregistration statement on Form S-3) (or any similar or successor formsthereto).  Upon the request of any suchholder, the Company will forthwith deliver to such holder a written statementas to whether it has complied with the reporting requirements of Rules 144 and144A or whether it qualifies as a registrant whose securities may be resoldpursuant to Form S-3 (or any similar or successor forms thereto).

 

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

 

4.3.                              Notices.  Any notice, request, demand or othercommunication required or permitted hereunder shall be in writing and shall bedeemed to have been given if delivered or sent by facsimile transmission, uponreceipt, if by hand delivery, upon receipt, if sent by nationally recognizedovernight courier service, one day after deposit with such, or if sent byregistered or certified mail, upon the sooner of the date on which receipt isacknowledged or the expiration of three days after deposit in United Statespost office facilities properly addressed with postage prepaid.  All notices to a party will be sent to theaddresses set forth below or to such other address or person as such party maydesignate by notice to each other party hereunder:

 

If to CityNet:

 

CityNetTelecommunications, Inc.

8405Colesville Road

6th Floor

Silver Spring,Maryland 20910

Attention:  General Counsel

Facsimile:  301-608-8121

 

With a copyto:

 

McDermott,Will & Emery

50 RockefellerPlaza

New York, NY10020

Attention:  Mark Selinger

Facsimile:  212-547-5444

 

If to theCompany:

 

UniversalAccess Global Holdings Inc.

233 S. WackerDrive, Suite 600

Chicago, IL60606

Attention:  Scott Fehlan

Facsimile:312-660-1290

 

With a copyto:

 

Shefsky &Froelich Ltd.

444 N.Michigan Avenue, Suite 2500

Chicago, IL60611

Attention:Michael J. Choate

Facsimile:312-527-5921

 

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If to aStockholder other than CityNet, the address of such Stockholder in the recordsof the Company.

 

Any noticegiven hereunder may be given on behalf of any party by his counsel or otherauthorized representative.

 

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

 

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

 

4.6.                              NoThird Party Beneficiary.  The termsand provisions of this Agreement are intended solely for the benefit of eachparty hereto, their respective successors or assigns and any other holder ofRegistrable Shares, and it is not the intention of the parties to conferthird-party beneficiary rights upon any other Person other than any Personentitled to indemnity under Section 3.

 

4.7.                              EntireAgreement.  This Agreement iscomplete, reflects the entire agreement of the parties with regard to itssubject matter, and supersedes all previous written or oral negotiations,commitments and writings between the parties hereto with respect to the subjectmatter hereof.

 

4.8.                              Amendmentsand Waivers.  Except as otherwiseprovided herein, the provisions of this Agreement may not be amended, modifiedor supplemented, and waivers or consents to departures from the provisionshereof may not be given, unless the Company has obtained the written consent ofthe holders of a majority of the Registrable Shares.

 

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

 

4.10.                        Executionin Counterparts.  For theconvenience of the parties and to facilitate execution, this Agreement may beexecuted in two or more counterparts, each of which shall be deemed anoriginal, but all of which shall constitute one and the same document.

 

4.11.                        SpecificPerformance.  Each of the partieshereto acknowledge and agree that the other would be irreparably damaged in theevent any of the provisions of this Agreement were not performed by the otherin accordance with their specific terms or were otherwise breached.  It is accordingly agreed that each partyshall be entitled to an injunction or injunctions to redress the breaches ofthis Agreement and to specifically enforce the terms and provisions hereof inany action instituted in any court of the United States or any state thereofhaving jurisdiction, in addition to any other remedy to which such party may beentitled at law or in equity.

 

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4.12.                        GoverningLaw.  This Agreement shall beconstrued under and governed by the internal laws of the state of Delawarewithout regard to its conflict of laws provisions.

 

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

 

BECAUSEDISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOSTQUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, THEPARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLELAWS.  THEREFORE, TO ACHIEVE THE BESTCOMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH OFTHE PARTIES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDINGBROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

 

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

 

 

**[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]**

 

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IN WITNESSWHEREOF, the parties hereto have executed this Registration Rights Agreement asof 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 |

 

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EXHIBIT A

 

FORM OF JOINDER AGREEMENT

 

AGREEMENT (asamended, 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 betweenUniversal Access Global Holdings Inc. (the “Company”), CityNetTelecommunications, Inc. and each signatory to a Joinder Agreement in the formhereof, the Company has agreed to grant to the Stockholders certain rights tohave their Registrable Shares registered under the Securities Act (capitalizedterms used herein without definition shall have the meanings assigned to suchterms in the RRA); and

 

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

 

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

 

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

 

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

 

3.                                       Severability.If any provision of this Agreement shall be declared to be invalid orunenforceable, in whole or in part, such invalidity or unenforceability shallnot affect the remaining provisions hereof which shall remain in full force andeffect.

 

4.                                       BindingEffect.  This Agreement shall takeeffect as of the date and year first above written and shall be binding uponthe parties hereto and shall be binding on their respective heirs, executors,administrators, personal representatives, successors and assigns, as the casemay be.  The parties hereto may notassign or transfer any of their rights or obligations under this Agreement.

 

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5.                                       GoverningLaw. This Agreement shall be construed under and governed by the internallaws of the state of Delaware without regard to its conflict of lawsprovisions.

 

IN WITNESSWHEREOF, the undersigned has executed this Joinder Agreement as of the date setforth above by its duly authorized representative.

 
|   | **[JOINING PARTY]** |
|--------|---------------------|
|   |                |   |
|   |                |   |
|   | By:                 |   |   |
|   |                | Name: |
|   |                | Title: |

 

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