Exhibit 4.14


Exhibit 4.14


NEITHER THESE SERIES E
WARRANTS NOR THE SHARES OF SERIES E PREFERRED STOCK ISSUABLE UPON EXERCISE OF
THESE WARRANTS HAVE BEEN REGISTERED UNDER ANY STATE SECURITIES ACT. NEITHER
THESE SERIES E WARRANTS NOR THE SHARES OF SERIES E 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 E WARRANTS AND THE SHARES OF
SERIES E 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 E Warrants


VOID AFTER
MARCH 31, 2002


NUVOX, INC.


SERIES E
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 Series E
Warrant Certificate (the "Warrant  Certificate"),  and the NuVox, Inc. 2001 Stock Incentive Plan (the "Plan") is the owner
of the number of  warrants  to acquire  shares of the  Company's  [Series  E-1  Convertible  Preferred  Stock,  Series E-2
Convertible  Preferred Stock, Series E-3 Convertible  Preferred Stock, Series E-4 Convertible  Preferred Stock, Series E-5
Convertible  Preferred Stock, Series E-6 Convertible  Preferred Stock, Series E-7 Convertible  Preferred Stock, Series E-8
Convertible  Preferred Stock,  Series E-9 Convertible  Preferred Stock,  Series E-10 Convertible  Preferred Stock,  Series
E-11 Convertible  Preferred Stock and Series E-12  Convertible  Preferred  Stock]  (collectively,  the "Series E Preferred
Stock" and each a "series of Series E Preferred  Stock") set forth on Schedule 1 hereto (the  "Series E  Warrants"),  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 the series of Series E Preferred Stock for which the Series E
Warrant is  exercisable  as set forth on Schedule 1 hereto,  at the purchase  price of $1.00 per share for each such share
of Series E Preferred  Stock  ("Purchase  Price"),  payable in cash,  certified  check or wire  transfer  or by  "Cashless
Exercise" as provided  below.  The  Expiration  Date shall be the earlier of (a) 4:00 P.M.  (St.  Louis time) on March 31,
2002, 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 E 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 E 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 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 E Warrants by "Cashless  Exercise"  and pay the Purchase  Price by delivering to the Company cash and/or shares
of Common Stock or shares of the Company's Series A Convertible  Preferred Stock, Series A-1 Convertible  Preferred Stock,
Series B Convertible  Preferred Stock, Series C-1 Convertible  Preferred Stock, Series C-2 Convertible  Preferred Stock or
Series C-3  Convertible  Preferred  Stock,  having an "Exchange  Price" equal to the amount of the Purchase Price provided
that (i) only shares of Series A Preferred  Stock may be used to acquire shares of Series E-1 Preferred  Stock,  (ii) only
shares of Series A-1 Preferred  Stock may be used to acquire  shares of Series E-2 Preferred  Stock,  (iii) only shares of
Series C-1, C-2 or C-3 Preferred  Stock may be used to acquire shares of Series E-3 Preferred  Stock,  (iv) only shares of
Series B Preferred  Stock may be used to acquire  shares of Series E-12 Preferred  Stock,  (v) only shares of Common Stock
may be used to acquire shares of any of the series of Series E Preferred  Stock  numbered E-4 through E-11,  inclusive and
(vi) any shares of Company stock  tendered  must have been owned by the holder hereof for at least six months.  Schedule 1
hereto sets forth the outstanding  series of the Company's  capital stock that may be delivered in payment of the Purchase
Price for Series E Warrants  to purchase  each of the various  series of Series E Preferred  Stock.  As used  herein,  the
term  "Exchange  Price" means the value of outstanding  shares of the Company's  capital stock for purposes of the payment
of the  Purchase  Price  hereunder.  The  Exchange  Price for each class of the  Company's  capital  stock and the maximum
number of shares of each class that the holder of this Warrant  Certificate  may submit for payment of the purchase  price
are shown on Schedule 1 hereto.


     No  fractional  shares of Series E Preferred  Stock will be issued upon  exercise of the Series E 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.


     The  Company  agrees  that the  shares of Series E  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 E  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 E  Preferred  Stock  shall have each been  delivered  to the  Company at its  principal
executive  offices.  Certificates  for the  shares of  Series E  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 E  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 E Preferred  Stock as may be requested by the holder of the  exercised  Warrant  Certificate  and
shall be registered in the name of such holder.


     The  Series E  Warrants  evidenced  by this  Warrant  Certificate  are part of a series of duly  authorized  Series E
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 E Warrants."


     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 E Preferred  Stock.  If the Company at any time  subdivides  (by any
stock split,  stock dividend,  recapitalization  or otherwise) its outstanding  shares of any series of Series E Preferred
Stock into a greater number of shares,  the Purchase Price in effect  immediately  prior to such  subdivision with respect
to such series of Series E Preferred Stock shall be proportionately  reduced, and, conversely,  if the Company at any time
combines (by reverse stock split or otherwise)  its  outstanding  shares of any series of Series E Preferred  Stock into a
smaller number of shares,  the Purchase Price in effect  immediately prior to such combination with respect to such series
of Series E Preferred Stock 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 any series of Series E 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 such series of Series E 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 any such series of Series E  Preferred  Stock  immediately  theretofore
acquirable and receivable upon the exercise of the Series E 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 E 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 E 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.






2



        (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 with respect to the shares of
any series of Series E Preferred  Stock as otherwise  determined  pursuant  hereto or decrease the number of shares of any
series of Series E Preferred Stock issuable upon exercise of the Series E 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 any  series of Series E  Preferred  Stock,  (II) with  respect  to any pro rata  subscription  offer to
holders of any series of Series E 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.


        (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 any series of Series E  Preferred  Stock,  in his or her  capacity  as such  record  holder,  then any holder of
Series E Warrants  to  purchase  such  series of Series E Preferred  Stock  shall  thereafter  be entitled to acquire,  in
addition to the shares of Series E Preferred Stock  acquirable and receivable upon exercise of the Series E 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 such series of Series E Preferred  Stock  acquirable  upon exercise of the
Series E  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 such  series of Series E
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 E Preferred  Stock,  solely for the purpose of issuance  upon the exercise of the
Series E  Warrants,  such number of shares of Series E  Preferred  Stock as shall from time to time be  issuable  upon the
exercise of the Series E 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 E Preferred  Stock  issuable  upon the
exercise of the Series E  Warrants,  such  number of shares of Common  Stock as shall from time to time be  issuable  upon
conversion  of such shares of Series E Preferred  Stock  issuable on the exercise of the Series E Warrants;  and if at any
time the number of authorized but unissued and issued but not  outstanding  shares of the Series E 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 E 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 E Preferred  Stock and Common Stock which shall be so issuable,  when issued
upon  exercise of the Series E Warrants or on conversion  of such Series E 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 E Preferred  Stock upon the exercise of the Series E 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 E Preferred Stock.


     No holder of this  Warrant  Certificate  shall be  entitled to vote or receive  dividends  or be deemed the holder of
Series E 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 Series E 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 E 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.






3



     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.  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  E  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;


        (d)  If the Series E 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 E  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  September  20,  2001,  by and among the  Company and its
stockholders  and,  to the extent  such holder is an employee  of the  Company,  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 E 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
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 E 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.






4



     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


Schedule 1
to Series E Warrant Certificate


Name of holder:
__________________________________________ 



Number
of warrants to purchase shares of the various series of Series E Preferred Stock
evidenced by this Warrant Certificate: 


_________ warrants to purchase Series E-1 Preferred Stock


_________ warrants to purchase Series E-2 Preferred Stock


_________ warrants to purchase Series E-3 Preferred Stock


_________ warrants to purchase Series E-4 Preferred Stock


_________ warrants to purchase Series E-5 Preferred Stock


_________ warrants to purchase Series E-6 Preferred Stock


_________ warrants to purchase Series E-7 Preferred Stock


_________ warrants to purchase Series E-8 Preferred Stock


_________ warrants to purchase Series E-9 Preferred Stock


_________ warrants to purchase Series E-10 Preferred Stock


_________ warrants to purchase Series E-11 Preferred Stock


_________ warrants to purchase Series E-12 Preferred Stock



The applicable Exchange
Prices for this holder and the type of Series E Warrant for which shares of
outstanding Common Stock and each series of outstanding Preferred Stock may be
delivered in payment of the Purchase Price are as follows: 



	Class of Stock	 	Exchange
Price	 	Maximum Number
of Shares Which
May be Submitted
for Purchase Price	 	Warrants for which Shares
May be Submitted
for Purchase Price
	Common Stock (purchased at more than $1.00 per share) 	 	$1.00	 	__________	 	Warrants to purchase Series E-4
Preferred Stock 
	Common Stock purchased at $0.__ 	 	[Insert purchase price per share]	 	__________	 	Warrants to purchase Series E-__
Preferred Stock
	Series A Convertible Preferred Stock	 	$3.00	 	__________	 	Warrants to purchase Series E-1
Preferred Stock
	Series A-1 Convertible Preferred Stock	 	$4.00	 	__________	 	Warrants to purchase Series E-2
Preferred Stock
	Series B Convertible Preferred Stock	 	$7.00	 	__________	 	Warrants to purchase Series E-12
Preferred Stock
	Series C-1 Convertible Preferred Stock	 	$2.17	 	__________	 	Warrants to purchase Series E-3
Preferred Stock
	Series C-2 Convertible Preferred Stock	 	$3.39	 	__________	 	Warrants to purchase Series E-3
Preferred Stock
	Series C-3 Convertible Preferred Stock	 	$3.84	 	__________	 	Warrants to purchase Series E-5
Preferred Stock





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 delivering the following securities (which the undersigned acknowledges that he or she has
                  owned for at least six months) with values equaling the aggregate Purchase Price:



	Class of Stock 	Aggregate Value
	 ______ shares of Common Stock 	$ 
	 ______ shares of Series A Convertible Preferred Stock 	$ 
	 ______ shares of Series A-1 Convertible Preferred Stock 	$ 
	______ shares of Series B Convertible Preferred Stock	$ 
	 ______ shares of Series C-1 Convertible Preferred Stock  	$ 
	 ______ shares of Series C-2 Convertible Preferred Stock  	$ 
	 ______ shares of Series C-3 Convertible Preferred Stock  	$ 






	 	
the
number of the Series E Warrants to acquire the shares of Series E Preferred
Stock issuable upon the exercise of such Series E 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 to purchase Series E-1 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-2 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-3 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-4 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-5 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-6 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-7 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-8 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-9 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-10 Preferred Stock exercised _______________


Number of warrants to purchase Series E-11 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-12 Preferred Stock 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 delivering the following securities (which the undersigned acknowledges that he or she has
                  owned for at least six months) with values equaling the aggregate Purchase Price: 




	Class of Stock 	Aggregate Value 
	 ______ shares of Common Stock 	$ 
	 ______ shares of Series A Convertible Preferred Stock  	$ 
	 ______ shares of Series A-1 Convertible Preferred Stock  	$ 
	 ______ shares of Series B Convertible Preferred Stock  	$ 
	 ______ shares of Series C-1 Convertible Preferred Stock  	$ 
	 ______ shares of Series C-2 Convertible Preferred Stock  	$ 
	 ______ shares of Series C-3 Convertible Preferred Stock  	$ 






	 	
the
number of the Series E Warrants to acquire the shares of Series E Preferred
Stock issuable upon the exercise of such Series E 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 to purchase Series E-1 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-2 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-3 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-4 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-5 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-6 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-7 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-8 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-9 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-10 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-11 Preferred Stock exercised  _______________


Number of warrants to purchase Series E-12 Preferred Stock 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)