Exhibit 4.15


Exhibit 4.15


NEITHER THESE SERIES D
PENNY WARRANTS NOR THE SHARES OF SERIES D PREFERRED STOCK ISSUABLE UPON EXERCISE
OF THESE WARRANTS HAVE BEEN REGISTERED UNDER ANY STATE SECURITIES ACT. NEITHER
THESE SERIES D PENNY WARRANTS NOR THE SHARES OF SERIES D PREFERRED STOCK
ISSUABLE UPON EXERCISE OF THESE WARRANTS CAN BE SOLD OR TRANSFERRED EXCEPT
PURSUANT TO THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS
AMENDED (“SECURITIES ACT”) AND ANY APPLICABLE STATE SECURITIES ACT, OR
PURSUANT TO AN EXEMPTION THEREFROM. THESE SERIES D PENNY WARRANTS AND THE SHARES
OF SERIES D PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN AND THE NUVOX, INC. 2001 STOCK
INCENTIVE PLAN. 



	No.________ 	________ Series D Penny Warrants



VOID AFTER
SEPTEMBER 30, 2006


NUVOX, INC.


SERIES D
PENNY WARRANT CERTIFICATE


THIS CERTIFIES THAT,
for good and valuable consideration, the receipt of which is hereby
acknowledged, ____________, his or her permitted transferees or registered
assigns, in accordance with the terms of this Warrant Certificate (the
“Warrant Certificate”), and the NuVox, Inc. 2001 Stock Incentive Plan
(the “Plan”) is the owner of the number of Series D Penny Warrants set
forth above, each of which entitles the owner thereof to acquire from NuVox,
Inc., a Delaware corporation (the “Company”), subject to the terms of
this Warrant Certificate and the Plan, upon presentation and surrender of this
Warrant Certificate with the Form of Election to Purchase attached hereto duly
executed, at any time prior to the Expiration Date (as defined below), at the
principal executive offices of the Company located at 16090 Swingley Ridge Road,
Suite 500, Chesterfield, Missouri 63017, one fully paid and nonassessable share
of Series D Convertible Preferred Stock, $.01 par value (“Series D
Preferred Stock”) of the Company at the purchase price of $.01 per share
(“Purchase Price”), payable in cash, certified check or wire transfer,
by “Cashless Exercise” or “Net Issue Exercise” both as
provided below. The “Expiration Date” shall be the earlier of (a) 4:00
P.M. (St. Louis time) on September 30, 2006, or (b) subject to receipt of the
Offering Notice (as defined below) by the holder of this Warrant Certificate,
the closing of the sale of the common stock of the Company, $.01 par value
(“Common Stock”), in a firm commitment, underwritten public offering
registered under the Securities Act of 1933, as amended (the “Securities
Act”), other than a registration relating solely to a transaction under
Rule 145 under the Securities Act (or any successor thereto) or to an employee
benefit plan of the Company, at a public offering price (prior to
underwriters’ discounts and expenses) equal to or exceeding $1.00 per share
of Common Stock (as adjusted for any stock dividends, combinations or splits
with respect to the Common Stock), in which the aggregate proceeds to the
Company and/or any selling stockholders (prior to underwriters’ discounts
and expenses) are at least $50 million (a “Qualified Public
Offering”). The Company shall provide written notice (the “Offering
Notice”) to the holder of this Warrant Certificate of the proposed closing
date of a Qualified Public Offering (the “Closing Date”) not later
than 10 days prior to the actual Closing Date. Upon receipt of the Offering
Notice, the holder of this Warrant Certificate, upon surrender of this Warrant
Certificate with the Form of Election to Purchase attached hereto duly executed,
may exercise the Series D Penny Warrants evidenced hereby conditioned upon the
closing of the Qualified Public Offering described in the Offering Notice (a
“Conditional Exercise”). If the Qualified Public Offering does not
close within 30 days of such proposed Closing Date, the Series D Penny Warrants
evidenced hereby shall remain outstanding and this Warrant Certificate shall be
returned to the holder hereof, subject to its prior expiration in accordance
with clause (a) above unless such expiration date shall have passed during the
time the Warrant Certificate had been tendered in anticipation of the Qualified
Public Offering, in which case the holder of this Warrant Certificate will be
given 20 business days to exercise the Series D Penny Warrants evidenced hereby.






1



     The holder of this Warrant  Certificate  may, at its option and at any time
prior to the Expiration Date,  exercise the Series D Penny Warrants by "Cashless
Exercise"  and pay the Purchase  Price by  delivering to the Company cash and/or
shares of Common Stock,  shares of any series of preferred  stock of the Company
or other securities  (other than the Series D Penny Warrants  evidenced  hereby)
issued  by the  Company  having a  "Market  Price"  equal to the  amount  of the
Purchase Price provided that any shares of Company stock tendered must have been
owned by the holder  hereof for at least six months.  As used  herein,  the term
"Market  Price" of any security means the average of the closing sales prices of
such security on all securities exchanges on which such security may at the time
be listed,  or, if there has been no sale on any such  exchange on any day,  the
average of the highest bid and lowest asked prices on all such  exchanges at the
end of such day, or, if on any day such  security is not so listed,  the average
of the  representative  bid and asked prices  quoted in the NASDAQ  System as of
4:00 P.M.,  New York time,  or, if on any day such security is not quoted in the
NASDAQ  System,  the average of the highest bid and lowest  asked prices on such
day in  the  domestic  over-the-counter  market  as  reported  by  the  National
Quotation Bureau, Incorporated,  or any similar successor organization,  in each
such case  averaged  over a period of 21 days  consisting of the day as of which
"Market Price" is being determined and the 20 consecutive business days prior to
such day; provided, however, that, if at any time such security is not listed on
any securities  exchange or quoted in the NASDAQ System or the  over-the-counter
market, the "Market Price" shall be the fair value thereof determined jointly by
the  Company and the holder of this  Warrant  Certificate.  If such  parties are
unable to reach  agreement  within a reasonable  period of time, such fair value
shall  be  determined  by  an  independent   appraiser  experienced  in  valuing
securities  jointly  selected  by the  Company  and the  holder of this  Warrant
Certificate. The determination of such appraiser shall be final and binding upon
the parties,  and the Company shall pay the fees and expenses of such appraiser.
No fractional shares of Series D Preferred Stock will be issued upon exercise of
the Series D Penny Warrants  evidenced  hereby.  The Company  shall,  in lieu of
issuing any fractional  share, pay the holder entitled to such fraction a sum in
cash equal to such fraction multiplied by the then effective Purchase Price.


     
In addition,  the holder of this Warrant Certificate has the option, at any
time  prior  to  the  Expiration  Date,  to  Net  Issue  Exercise  this  Warrant
Certificate  in accordance  with the  provisions  of this  section.  If the fair
market value of one share of the Company's  Series D Preferred  Stock is greater
than the Purchase Price (at the date of calculation as set forth below), in lieu
of exercising this Warrant Certificate for cash or other Company securities, the
holder of this Warrant  Certificate  may elect a Net Issue Exercise  pursuant to
which it will receive shares of Series D Preferred  Stock equal to the number of
shares of Series D Preferred Stock computed using the following formula:


	  	X =  	Y (A-B) 
	
	  	 	A	 



	Where: 	X = the number of shares of Series D Preferred Stock to be issued to the holder of the
exercised Warrant Certificate; 
	 	Y = the number of shares of Series D Preferred Stock purchasable under the Warrant Certificate
or, if only a portion of the Warrant Certificate is being exercised, the portion of the Warrant
Certificate being exercised (at the date of such exercise); 
	 	A = the fair market value of one share of the Company's Series D Preferred Stock (at the date
of such exercise); and 
	 	B = Purchase Price (as adjusted to the date of such exercise). 


     A Net Issue  Exercise shall be made by  presentation  and surrender of this
Warrant  Certificate with the Form of Election to Purchase in substantially  the
form attached hereto properly  executed at the executive offices of the Company,
or at such other  location as the Company may advise the holder of this  Warrant
Certificate in writing.


     For purposes of the above  calculation,  the fair market value of one share
of Series D Preferred  Stock shall be based upon the Market  Price (as set forth
above).


     The
Company agrees that the shares of Series D Preferred Stock purchased upon
the exercise of this Warrant Certificate shall be and are deemed to be issued to
the holder of the exercised Warrant Certificate as the record owner of such
shares of Series D Preferred Stock as of the close of business on the date
on which this Warrant Certificate with the Form of Election to Purchase in
substantially the form attached hereto properly executed and appropriate payment
for such shares of Series D Preferred Stock shall have each been delivered
to the Company at its principal executive offices (other than with respect to a
Net Issue Exercise where no payment is required). Certificates for the shares of
Series D Preferred Stock so purchased, together with any other securities
or property to which the holder of the exercised Warrant Certificate is entitled
upon such exercise, shall be delivered to such holder by the Company at the
Company’s expense within a reasonable time after the rights represented by
this Warrant Certificate have been so exercised, and in any event, within ten
(10) business days after such exercise. In case of a purchase of less than all
of the shares which may be purchased under this Warrant Certificate, the Company
shall cancel this Warrant Certificate and execute and deliver a new Warrant
Certificate or Warrant Certificates of like tenor for the balance of the shares
of Series D Preferred Stock purchasable under the Warrant Certificate
surrendered upon such purchase to the holder of the exercised Warrant
Certificate within a reasonable time but no later than ten (10) business days
after such exercise. Each stock certificate so delivered shall be in such
denominations of Series D Preferred Stock as may be requested by the holder
of the exercised Warrant Certificate and shall be registered in the name of such
holder. 






2


     The
Series D Penny Warrants evidenced by this Warrant Certificate are part of a
series of duly authorized Series D Warrants issued or to be issued under the
Plan and pursuant to the terms of a Securities Purchase Agreement by and among
the Company and the Purchasers of Units, dated as of September 20, 2001 (the
“Purchase Agreement”) and are referred to hereinafter as the
“Series D Penny Warrants.” The Purchase Agreement also provides for
the issuance of additional warrants to purchase shares of Series D Preferred
Stock at a purchase price of $1.50 per share (the “Series D $1.50
Warrants”). The exercise by the holder hereof of any Series D Penny
Warrants evidenced hereby shall be conditioned upon an exercise of an equal
number of the Series D $1.50 Warrants held by the holder hereof; provided,
however, that the Company shall not be obligated to issue any of the shares of
Series D Preferred Stock that may be purchased upon such exercise of such Series
D $1.50 Warrants until the holder thereof has fully complied with the terms and
conditions hereof, including, but not limited to, the full payment of the
purchase price hereunder prior to the Expiration Date. Furthermore, by accepting
this Warrant Certificate, the holder hereof agrees that the exercise of the
Series D $1.50 Warrants held by the holder hereof at any time while there remain
unexercised Series D Penny Warrants evidenced hereby shall be conditioned upon
an exercise of an equal number of the Series D Penny Warrants; provided,
however, that the Company shall not be obligated to issue any of the shares of
Series D Preferred Stock that may be purchased upon such exercise of these
Series D Penny Warrants until the holder hereof has fully complied with the
terms and conditions hereof, including, but not limited to, the full payment of
the purchase price hereunder prior to the Expiration Date. 


     In
order to prevent dilution of the exercise rights granted under this Warrant
Certificate, the Purchase Price shall be subject to adjustment from time to time
as follows: 


     For
purposes of determining the adjusted Purchase Price, the following adjustment
provisions shall be applicable: 


        (a)  
Subdivision  or Combination of Series D Preferred  Stock.  If the Company at any time  subdivides (by
any stock split,  stock  dividend,  recapitalization  or otherwise)  its  outstanding  shares of Series D Preferred
Stock into a greater number of shares,  the Purchase Price in effect  immediately  prior to such subdivision  shall
be  proportionately  reduced,  and,  conversely,  if the Company at any time  combines  (by reverse  stock split or
otherwise) its outstanding  shares of Series D Preferred Stock into a smaller number of shares,  the Purchase Price
in effect immediately prior to such combination shall be proportionately increased.


        (b)  
Reorganization,    Reclassification,    Consolidation,   Merger   or   Sale.   Any   reorganization,
reclassification,  consolidation,  merger,  sale of all or  substantially  all of the  Company's  assets to another
Person  (as  defined  below) or other  transaction  which is  affected  in such a manner  that  holders of Series D
Preferred  Stock are  entitled to receive  (either  directly or upon  subsequent  liquidation)  stock,  securities,
assets or other  property  with respect to or in exchange for Series D Preferred  Stock is referred to herein as an
"Organic Change".  Prior to the consummation of, and as a condition to, any Organic Change,  the Company shall make
lawful and appropriate  provision to insure that the holder of this Warrant  Certificate  shall thereafter have the
right to acquire  and  receive,  in lieu of or in addition to (as the case may be) the shares of Series D Preferred
Stock  immediately  theretofore  acquirable and receivable upon the exercise of the Series D Penny  Warrants,  such
shares of stock,  securities,  assets or other property as such holder would have received in connection  with such
Organic  Change if the holder of this Warrant  Certificate  had exercised the Series D Penny  Warrants  immediately
prior to such  Organic  Change.  In each such case,  the Company  shall also make  appropriate  provision to insure
that the adjustment  provisions of this Warrant Certificate shall thereafter continue to apply (including,  without
limitation,  provisions  for  adjustment  to the  Purchase  Price  and of the  number  of  shares  purchasable  and
receivable upon exercise of the Series D Penny Warrants).  The Company shall not effect any  consolidation,  merger
or sale,  unless prior to the  consummation  thereof,  the successor  entity (if other than the Company)  resulting
from such  consolidation  or merger or the entity  purchasing such assets or stock assumes,  by written  instrument
executed  and mailed or delivered  to the holder  hereof at the last address of such holder  appearing on the books
of the  Company,  the  obligation  to deliver  to the  holder of this  Warrant  Certificate  such  shares of stock,
securities,  assets or other property as, in accordance with the foregoing provisions,  such holder may be entitled
to acquire.


        (c)  
Certain  Events.  If any event occurs of the type  contemplated  by the adjustment  provisions of this
Warrant  Certificate  but not  expressly  provided  for by such  provisions  (including,  without  limitation,  the
granting of stock  appreciation  rights,  phantom  stock  rights or other  rights with equity  features),  then the
Company's  board of directors  shall make an  appropriate  and lawful  adjustment  in the  Purchase  Price so as to
protect the rights of the holder of this Warrant  Certificate;  provided that no such adjustment shall increase the
Purchase  Price as  otherwise  determined  pursuant  hereto or decrease  the number of shares of Series D Preferred
Stock issuable upon exercise of the Series D Penny Warrants.


        (d)  
Notices.  Immediately  upon any  adjustment  of the  Purchase  Price,  the Company  shall give written
notice  thereof to the holder of this Warrant  Certificate,  setting forth in reasonable  detail and certifying the
calculation  of such  adjustment.  The  Company  shall  also  give  written  notice to the  holder of this  Warrant
Certificate  at least 20 days prior to the date on which the  Company  closes its books or takes a record  (I) with
respect to any  dividend or  distribution  upon the Series D  Preferred  Stock,  (II) with  respect to any pro rata
subscription  offer to  holders  of the  Series D  Preferred  Stock or  (III) for  determining  rights to vote with
respect to any Organic Change,  dissolution or liquidation,  and the date on which any Organic Change,  dissolution
or liquidation shall take place.






3



        (e)  
Purchase  Rights.  If at any time the  Company  grants,  issues  or sells  any  options,  convertible
securities or rights to purchase  stock,  warrants,  securities or other property (the "Purchase  Rights") pro rata
to each record  holder of the Series D Preferred  Stock,  in his or her  capacity as such record  holder,  then the
holder of this Warrant  Certificate shall thereafter be entitled to acquire,  in addition to the shares of Series D
Preferred  Stock  acquirable  and  receivable  upon  exercise  of the Series D Penny  Warrants,  and upon the terms
applicable to such Purchase  Rights,  the aggregate  Purchase  Rights which such holder could have acquired if such
holder had held the number of shares of Series D Preferred  Stock  acquirable  upon  exercise of the Series D Penny
Warrants  immediately  before the date on which a record is taken for the grant,  issuance or sale of such Purchase
Rights,  or, if no such record is taken,  the date as of which the record  holders of Series D Preferred  Stock are
to be determined for the grant, issue or sale of such Purchase Rights.


     The
Company covenants and agrees that it will at all times (i) have authorized and
reserved and keep available out of its authorized but unissued Series D
Preferred Stock, solely for the purpose of issuance upon the exercise of the
Series D Penny Warrants, such number of shares of Series D Preferred Stock as
shall from time to time be issuable upon the exercise of the Series D Penny
Warrants and (ii) reserve and keep available out of its authorized but unissued
Common Stock, solely for the purpose of issuance upon the conversion of the
shares of Series D Preferred Stock issuable upon the exercise of the Series D
Penny Warrants, such number of shares of Common Stock as shall from time to time
be issuable upon conversion of such shares of Series D Preferred Stock issuable
on the exercise of the Series D Penny Warrants; and if at any time the number of
authorized but unissued and issued but not outstanding shares of the Series D
Preferred Stock and the Common Stock, on a fully diluted basis, shall not be
sufficient to effect such exercise or such conversion based on the Purchase
Price then in effect, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued or
issued but not outstanding shares of the Series D Preferred Stock or its Common
Stock, as applicable, to such number of shares as shall be sufficient for such
purpose. The Company further covenants that all shares of Series D Preferred
Stock and Common Stock which shall be so issuable, when issued upon exercise of
the Series D Penny Warrants or on conversion of such Series D Preferred Stock,
as the case may be, shall be duly authorized, validly issued, fully-paid and
non-assessable and free of all taxes, liens, and charges with respect to the
issue thereof. 


     The
issuance of certificates for shares of the Series D Preferred Stock upon the
exercise of the Series D Penny Warrants shall be made without charge to the
holder hereof for cost incurred by the Company in connection with such exercise
and the related issuance of shares of Series D Preferred Stock. 


     No
holder of this Warrant Certificate shall be entitled to vote or receive
dividends or be deemed the holder of Series D Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder hereof, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issue of
stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise), or except as provided above, to receive notice of
meetings, or to receive dividends of subscription rights or otherwise, until the
Penny Warrant or Warrants evidenced by this Warrant Certificate shall have been
exercised. No provisions hereof, in the absence of affirmative action by the
holder to purchase shares of Series D Preferred Stock, and no mere
enumeration herein of the rights or privileges of the holder hereof, shall give
rise to any liability of such holder for the Purchase Price or as a shareholder
of the Company, whether such liability is asserted by the Company or by its
creditors. 


     Every
holder of this Warrant Certificate by accepting the same consents and agrees
with the Company that: 


        (a)  Neither this Warrant  Certificate nor any rights  hereunder may be assigned,  transferred,  pledged or
hypothecated  in any way (whether by operation of law or otherwise)  without the express  prior written  consent of
the  Company,  which  consent  will  be  given  at  the  Company's  sole  discretion;   provided,   however,  that,
notwithstanding  the  foregoing,  any such  permitted  transfer may be effected only if an equal number of Series D
Penny Warrants and Series D $1.50 Warrants held by the holder of this Warrant  Certificate  are  transferred to the
same  transferee  as part of the same  transfer.  This  Warrant  Certificate  shall not be  subject  to  execution,
attachment or similar process. Any attempted assignment,  transfer,  pledge,  hypothecation or other disposition of
this Warrant  Certificate  or the rights  hereunder  contrary to the  provisions  hereof shall be null and void and
without legal effect;


        (b)  This Warrant  Certificate,  if transferred in accordance  with paragraph (a),  above,  is transferable
only on the registry  books of the Company if surrendered  at the principal  office of the Company,  duly endorsed,
or accompanied by a proper instrument of transfer;


        (c)  The Company  may deem and treat the person in whose name the  Warrant  Certificate  is  registered  on
the  registry  books of the Company as the  absolute  owner  thereof and of the Series D Penny  Warrants  evidenced
thereby  (notwithstanding  any notations of ownership or writing on the Warrant  Certificates  made by anyone other
than the  Company)  for all  purposes  whatsoever,  and the  Company  shall not be  affected  by any  notice to the
contrary;






4



        (d)  If the Series D Penny  Warrants are  exercised at any time prior to the closing of a Qualified  Public
Offering,  the holder  hereof shall,  prior to the delivery of any shares of Series D Preferred  Stock which may be
purchased upon exercise  hereof,  execute and deliver to the Company  instruments  of accession  providing that the
holder of such shares  shall  become a party to, and shall be subject to the terms and  conditions  of, the Amended
and  Restated  Stockholders'  Agreement  dated as of March  31,  2000 and  amended  from  time to time  thereafter,
including  as of  September  20,  2001,  by and among the Company and its  stockholders,  the Amended and  Restated
Registration  Rights  Agreement dated as of March 31, 2000 and amended from time to time  thereafter,  including as
of September 20, 2001,  by and among the Company and its  stockholders,  and the Amended and Restated  Shareholders
Agreement  dated as of August 14, 1998 and amended from time to time  thereafter,  including  as of  September  20,
2001, by and among the Company and its stockholders; and


        (e)  In the event of the exercise of the Series D Penny  Warrants,  the holder  hereof  intends to purchase
the shares  purchased  upon  exercise  hereof for  investment  purposes only and not with a view to resale or other
distribution;  except  that this  condition  will no  longer  apply in the event  the  shares  purchased  upon such
exercise  are  registered  under the  Securities  Act, or upon the  happening  of any other  contingency  which the
Company shall determine  warrants the waiver or release of this  condition.  The holder hereof also agrees that the
certificates  evidencing the shares  purchased  upon exercise of the Series D Penny  Warrants may bear  restrictive
legends,  if  appropriate,  indicating  that the shares have not been  registered  under the Securities Act and are
subject  to  restrictions  on the  transfer  thereof,  which  legends  may be in such  forms as the  Company  shall
reasonably determine to be proper.


     As
used herein, the term “Affiliate” shall mean, with respect to the
holder of this Warrant Certificate, any Person directly or indirectly
controlling, controlled by or under direct or indirect common control with the
holder of this Warrant Certificate. 


     As
used herein, the term “Person” shall mean an individual, partnership,
corporation, association, trust, joint venture, unincorporated organization, and
any government, governmental department or agency or political subdivision
thereof. 


     All
notices, demands and other communications provided for hereunder shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, one business day after being sent to the recipient by reputable
express courier service (charges prepaid) or three business days after being
mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be delivered or sent (i) to the Company at its principal executive offices
and (ii) to the holder of this Warrant Certificate at its address as it appears
on the Company’s records (or such other address as may be indicated by the
holder of this Warrant Certificate upon written notice to the Company). 


     THESE
WARRANTS, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIMS AND
DISPUTES RELATING THERETO, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS
CONFLICTS OF LAWS PRINCIPLES THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF DELAWARE TO BE APPLIED. 


     Any
legal action or proceeding with respect to this Warrant Certificate may be
brought in the courts of the City of St. Louis, State of Missouri, or of
the United States of America for the Eastern District of Missouri in
St. Louis, Missouri, and, by execution and issuance or acceptance of this
Warrant Certificate, the Company and the holder of this Warrant Certificate
hereby accepts for itself and in respect of its property, irrevocably and
unconditionally, the jurisdiction of the aforesaid courts. The Company and the
holder of this Warrant Certificate further irrevocably consents to the service
of process out of any of the aforementioned courts in any action or proceeding
by the mailing of copies thereof by registered or certified mail, postage
prepaid, to the Company at its principal executive offices and to the holder of
this Warrant Certificate at its address as it appears on the Company’s
records (or such other address as may be indicated by the holder of this Warrant
Certificate upon written notice to the Company), such service to become
effective seven days after such mailing. Nothing herein shall affect the right
of the Company or the holder of this Warrant Certificate to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise
proceed in any other jurisdiction. The Company and the holder of this Warrant
Certificate further hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Warrant Certificate
brought in the courts referred to above and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum. 


     IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed
and issued by its duly authorized officer as of _____ __, 2001.


	 	NUVOX, INC.


	  	By:



ATTEST:






5


FORM OF
ELECTION TO PURCHASE

(To be executed if holder desires to exercise the Warrant Certificate.)


To NuVox, Inc.
	[   ] 
	The undersigned hereby irrevocably elects to exercise 

	  	[   ]
 	by cash payment of the aggregate Purchase Price
 
	  	[   ]
 	by "Cashless Exercise" by delivering securities equal to the Market Value
         of the aggregate Purchase Price

	  	[   ]
 	by "Net Issue Exercise"




	 	
the
number of the Series D Penny Warrants to purchase the shares of Series D Preferred
Stock issuable upon the exercise of such Series D Penny Warrants as set forth below,
and requests that certificates for such shares be issued in the name of:





	 

	(Please print name and address)

	 
	 

	(social security or other identifying number)

	 
	 

	(number of warrants exercised)





	[   ]
 	The
undersigned hereby irrevocably elects, subject to and conditioned upon the
closing of a Qualified Public Offering on the Closing Date in accordance with
the terms of this Warrant Certificate, to exercise

	  	[   ]
 	by cash payment of the aggregate Purchase Price
 
	  	[   ]
 	by "Cashless Exercise" by delivering securities equal to the Market Value
         of the aggregate Purchase Price

	  	[   ]
 	by "Net Issue Exercise"






	 	
the
number of the Series D Penny Warrants to purchase the shares of Series D Preferred
Stock issuable upon the exercise of such Series D Penny Warrants as set forth below,
and requests that certificates for such shares be issued in the name of:






	 

	(Please print name and address)

	 
	 

	(social security or other identifying number)

	 
	 

	(number of warrants exercised)







	Dated: ____________________, _____ 
	 	 
	 	 	
Signature
	 	 	
(Signature must conform in all respects to name of holder as
specified on the face of this Warrant Certificate)






FORM OF ASSIGNMENT

(To
be executed by the registered holder if such holder desires 
to transfer
the Warrant Certificate.)






	 

	hereby irrevocably transfers unto

	  
	 

	this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint

	  
	 

	attorney in fact for the
undersigned to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution. The undersigned warrants
that the transfer reflected by this document is a gift, and the undersigned has
received no consideration in return for the transfer. 





	Dated: ____________________, _____
 	 	 
	 	 	
Signature
	 	 	
(Signature must conform in all respects to name of holder as
specified on the face of this Warrant Certificate)