GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • April 11th, 2003 • Universal Access Global Holdings Inc • Radiotelephone communications • Delaware
each future subsidiary of Parent which is organized under the laws of a jurisdiction within the United States (the Current Subsidiaries and each such future subsidiary, individually and together with each of their respective successors and assigns, a "Subsidiary" and collectively the "Subsidiaries").
VOTING AGREEMENTVoting Agreement • April 11th, 2003 • Universal Access Global Holdings Inc • Radiotelephone communications • Delaware
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), dated as of April 7, 2003 by and among CityNet Telecommunications Inc., a Delaware corporation ("CityNet"), and those holders of Common Stock of Universal Access Global Holdings Inc., a Delaware corporation (the "Company"), set forth on the signature pages hereto (each a "Stockholder" and collectively, the "Stockholders").
SECOND AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • April 11th, 2003 • Universal Access Global Holdings Inc • Radiotelephone communications • Delaware
Reference is hereby made to that certain Preferred Stock Rights Agreement (the "Rights Agreement") dated July 31, 2000, by and between Universal Access Global Holdings Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A., as Rights Agent ("Rights Agent"). All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Rights Agreement.
Universal Access Global Holdings, Inc. 233 South Wacker Drive Chicago, Illinois 60606 Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to...Universal Access Global Holdings Inc • April 11th, 2003 • Radiotelephone communications
This letter shall confirm our agreement that, notwithstanding anything to the contrary contained in the Purchase Agreement, (a) any options or warrants to purchase Common Stock of UAXS outstanding on the Closing Date that have a strike price in excess of $1.00 per share (as adjusted for any stock splits, dividends and similar events) (the "Excluded Options"), other than any such options or warrants held by Broadmark (which shall be included in such calculation), shall be deemed not to be outstanding on the Closing Date for purposes of calculating the number of Shares to be received by CityNet on the Closing Date and (b) if, at any time and from time to time, any Excluded Options shall be exercised by the holder thereof, UAXS promptly (and, in any event, within 10 business days) shall issue and deliver to CityNet the number of additional Shares equal to 55% of the number of Excluded Options so exercised (rounded upwards to the nearest share).
STOCK PURCHASE AGREEMENT by and between CITYNET TELECOMMUNICATIONS, INC. and UNIVERSAL ACCESS GLOBAL HOLDINGS INC. April 7, 2003Stock Purchase Agreement • April 11th, 2003 • Universal Access Global Holdings Inc • Radiotelephone communications • Delaware
AGREEMENT entered into as of April 7, 2003 by and between CityNet Telecommunications, Inc., a Delaware corporation ("Buyer"), and Universal Access Global Holdings Inc., a Delaware corporation (the "Company").
