Specimen of Stock Certificate




 EXHIBIT 4.4 
  
 CUSIP No. 499183 80 4 
  

	NUMBER	 	SHARES
	 ***
	 	***

  
 KNOLOGY, INC.

 Incorporated Under the Laws of the State of Delaware 
  

	 COMMON STOCK 
	 See Reverse for Certain Definitions 


 PAR VALUE, $0.01 PER SHARE 
  
 SPECIMEN 
  
 THIS CERTIFIES THAT
                                        
                                        
                                        
                                        
     
  
 IS THE OWNER OF
                                        
                                        
                                        
                                        
             
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 
 KNOLOGY, INC. 
  
 transferable on the books of the Corporation in person or by duly authorized attorney, upon the surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated:
                                        
                                        
         
  
 [CORPORATE SEAL]

  

	 	 	 	 	 
	SECRETARY	 	 	 	PRESIDENT









 KNOLOGY, INC. 
  
 The Corporation will furnish without charge to each shareholder who so requests a statement or summary of the powers,
designations, preferences and relative, participating, options or other special rights of each class of stock or series thereof which the Corporation is authorized to issue and of the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be made to the office of the Secretary of the Corporation or the Transfer Agent named on the face of this Certificate. 
  
 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 
	 	 	 survivorship and not as tenants
	 	Minors Act                    
	 	 	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 SIP CODE, OF ASSIGNEE) 
  

  
  

                                       
                                        
                                        
                                        
                                        
      Shares 
  
 of the capital stock
represented by the within Certificate, and do hereby 
 irrevocably constitute and appoint 
  

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

	 	 	 	

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

	 	 	 	

	SIGNATURES GUARANTEED:	  	 	 	THE SIGNATURES SHOULD 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.