**Exhibit4.1**

 
| COMMON SHARES  NUMBER                         |                                                    |   |   | COMMON SHARES  SHARES |
|-----------------------------------------------|---------------------------------------------------------|--------|--------|-----------------------|
|                                          |                                                    |   |   |                  |
| [UNIVERSAL ACCESS GLOBAL  HOLDINGS INC. LOGO] | CUSIP 91336M 20 4  SEE REVERSE FOR  CERTAIN DEFINITIONS |

 

UNIVERSAL ACCESS GLOBALHOLDINGS INC.

 

INCORPORATED UNDER THELAWS OF THE STATE OF DELAWARE

 

THIS CERTIFIES THAT

 

IS THE RECORD HOLDER OF

 

FULLY PAID ANDNON-ASSESSABLE SHARES OF THE COMMON STOCK,

PAR VALUE $0.01 PER SHARE,OF

 

UNIVERSAL ACCESS GLOBALHOLDINGS INC.

 

transferable only on thebooks of the Corporation by the holder hereof in person or by duly authorizedAttorney upon surrender of this Certificate properly endorsed. This Certificateis not valid unless countersigned and registered by the Transfer Agent andRegistrar.

 

In Witness Whereof, the Corporation hascaused this Certificate to be executed and attested to by the manual orfacsimile signatures of its duly authorized officers, under a facsimile of itscorporate seal to be affixed hereto.

 
| Dated:              |   |                                   |
|---------------------|--------|----------------------------------------|
|                |   |                                   |
| [SEAL]              |
|                |
|                |   |                                   |
| /s/ Scott D. Fehlan |   | /s/ Randall R. Lay                     |
| SECRETARY           |   | PRESIDENT AND CHIEF  EXECUTIVE OFFICER |

 

COUNTERSIGNED ANDREGISTERED:

WELLS FARGO BANKMINNESOTA, N.A.

TRANSFER AGENT ANDREGISTRAR
| BY |   | AUTHORIZED SIGNATURE |   |
|----|--------|----------------------|--------|

 

 

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UNIVERSAL ACCESS GLOBALHOLDINGS INC.

 

Upon request the Corporation will furnish anyholder of shares of Common Stock of the Corporation, without charge, with afull statement of the powers, designations, preferences, and relative,participating, optional or other special rights of any class or series ofcapital stock of the Corporation, and the qualifications, limitations orrestrictions of such preferences and/or rights.

 

The following abbreviations, when used in theinscription on the face of this certificate, shall be construed as though theywere written out in full according to applicable laws or regulations:

 
| TEN COM                  | —    | as tenants in common                                                      |                               |    |
|--------------------------|-----------|---------------------------------------------------------------------------|------------------------------------|---------|
| TEN ENT                  | —    | as tenants by the entireties                                              |                               |    |
| JT TEN                   | —    | as joint tenants with right of survivorship  and not as tenants in common |                               |    |
|                     |
| UNIF GIFT MIN ACT — | Custodian |                                                                      |
|                     |      |                                                                      | (Cust)                             | (Minor) |   |
|                     |      |                                                                      | under Uniform Gifts to  Minors Act |    |
|                     |      |                                                                      | (State)                            |    |
|                          |           |                                                                           |                                    |         |  |  |  |

 

Additional abbreviations may also be usedthough not in the above list.

 

FOR VALUE RECEIVED,                                         hereby sells, assigns and transfers unto

 

PLEASEINSERT SOCIAL SECURITY OR OTHERIDENTIFYING NUMBER OF ASSIGNEE

 

 

 

 

(PLEASE PRINT OR TYPEWRITENAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

 

 

 

                                                                                                                                         Shares of Common Stock represented by this Certificate, and does herebyirrevocably constitute and appoint

 

                                                                                                                                        Attorney to transfer the said stock on the books of the Corporation with fullpower of substitution in the premises.

 
| Dated          |    |                                                                                              |   | X                                 |   |
|----------------|---------|---------------------------------------------------------------------------------------------------|--------|-----------------------------------|--------|
| In presence of | NOTICE: | THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAME AS  WRITTEN UPON THE FACE OF THE |
| X              |    |                                                                                              |   | CERTIFICATE IN EVERY  PARTICULAR, |
|           |    | WITHOUT ALTERATION OR  ENLARGEMENT                                                                |
|           |    | OR ANY CHANGE WHATEVER.                                                                           |
|                |         |                                                                                                   |        |                                   |        |  |  |

 

 

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| By |   |   |
|----|--------|--------|

THE SIGNATURE(S) MUST BEGUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGSAND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATUREGUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15.

 

THIS CERTIFICATE ALSOEVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN ARIGHTS AGREEMENT BETWEEN UNIVERSAL ACCESS, INC. AND WELLS FARGO BANK MINNESOTA,N.A., AS THE RIGHTS AGENT, DATED AS OF JULY 31, 2000 (THE “RIGHTSAGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE.THE RIGHTS, DUTIES AND OBLIGATIONS OF UNIVERSAL ACCESS, INC. UNDER THE RIGHTSAGREEMENT HAVE BEEN ASSUMED BY UNIVERSAL ACCESS GLOBAL HOLDINGS INC., AND ACOPY OF THE RIGHTS AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OFUNIVERSAL ACCESS GLOBAL HOLDINGS INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTHIN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATESAND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. UNIVERSAL ACCESS GLOBALHOLDINGS INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTSAGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDERCERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, ORHELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATEOR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENTHOLDER, MAY BECOME NULL AND VOID.

 

 

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