Exhibit 4.4


 


	
  COMMON STOCK

  	
  

  	
  COMMON STOCK

  
	
   

  	
   

  
	
  [GRAPHIC]

  	
  [GRAPHIC]

  
	
  FRP

  	
   

  
	
   

  	
   

  
	
  THIS
  CERTIFICATE IS TRANSFERABLE

  IN NEW YORK, NY

  	
  a
  Delaware Corporation

  	
  CUSIP
  305560 10 4

  



 


THIS CERTIFIES THAT


 


 


IS THE RECORD HOLDER OF


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01
PAR VALUE, OF


 


 


FAIRPOINT COMMUNICATIONS,
INC., transferable only on the share register of the Corporation, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed or assigned. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.


WITNESS the facsimile Seal
of the Corporation and the facsimile signatures of its duly authorized officers
to be hereunto affixed.


 


Dated:


 


 


	
   

  	
  [SEAL]

  	
   

  
	
   

  	
   

  	
  FAIRPOINT
  COMMUNICATIONS INC.

  	
   

  	
   

  
	
  Senior Vice President and
  Secretary

  	
  INCORPORATED

  	
  Vice President and
  Treasurer

  
	
   

  	
  SEAL

  	
   

  
	
   

  	
  DELAWARE

  	
   

  
					



 


 


	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
   

  	
  THE BANK
  OF NEW YORK

  
	
   

  	
   

  	
  TRANSFER AGENT AND
  REGISTRAR

  
	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
  AUTHORIZED
  SIGNATURE

  
	
   

  
						



 


 





















 


FairPoint Communications,
Inc. will furnish to any shareholder, on request in writing and without charge,
a statement of the designations, relative rights, preferences and limitations
applicable to each class of the Corporation’s stock, the variations in rights,
preferences and limitations determined for each series of the Corporation’s
stock, and the authority of the Corporation’s board of directors to determine variations
for future series of the Corporation’s stock. Requests should be directed to
the Corporation’s General Counsel, Shirley J. Linn, Esq., at FairPoint
Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC, 28202.


 


The following abbreviations,
when used in the inscription on the face of this Certificate, shall be
construed as though they were written out in full according to applicable laws
or regulations:


 


 


	
  TEN COM

  	
  —

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
  —

  	
  as tenants by the entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right of

  	
   

  	
   

  	
  under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
  survivorship and not as tenants in 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  common

  	
   

  	
   

  	
  (State)

  



 


Additional
abbreviations may also be used though not in the above list.


 


FOR VALUE RECEIVED,                                            
HEREBY SELL, ASSIGN AND TRANSFER UNTO


 


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  (PLEASE PRINT OR TYPEWRITE
  NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Shares

  
	
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint

  
	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said Shares on the books of the within named
  Corporation with full power of substitution in the premises.

  
	
   

  
	
  Dated

  
					



 


	
   

  	
  X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  NOTICE:

  	
   

  	
  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH
  THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR. WITHOUT
  ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE(S) GUARANTEED:

  	
   

  	
  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS,
  AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
  MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.

  



 


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN,
MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.