Exhibit 4.3










 



 



 



 



 



 



 



.



.



 



 



.



 



.



.



.



 



.



 



 



.



 



 



 



 



 



 



 



 



.



 



 



 



 



 



Shares of the Common Stock of SHENANDOAH TELECOMMUNICATIONS COMPANY 
(no par value), fully 
paid and nonassessable, and transferable only on the books of the Corporation by the holder hereof in person or by 
Attorney upon surrender of this Certificate properly
endorsed. 









      WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 










 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



,



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



 



COMMON STOCK 



COMMON STOCK 



SHENANDOAH TELECOMMUNICATIONS COMPANY
EDINBURG, VIRGINIA
INCORPORATED UNDER THE LAWS
OF THE COMMONWEALTH OF VIRGINIA 



CUSIP  82312B  10  6




SEE REVERSE FOR CERTAIN DEFINITIONS 
AND RESTRICTIONS ON TRANSFER 



THIS CERTIFIES THAT 



is the owner of 



 



   Dated:



President 



Secretary



© NORTHERN BANK NOTE COMPANY























SHENANDOAH TELECOMMUNICATIONS COMPANY




           Keep
this certificate  in a safe   place. If it is   lost, stolen, or   destroyed, the
Company will require an Open Penalty Lost Securities Bond as a condition to the
issuance of a replacement 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)


	
JTTEN-

	
 

	
as
  joint tenants with

  right of survivorship
  and

  not as tenants in common

	
 

	
 

	
under
  Uniform Gifts to Minors


	
 

	
 

	
 

	
 

	
Act ___________________________________


	
 

	
 

	
 

	
 

	
(State)





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


ASSIGNMENT FORM


          For value received,
_________________________________ hereby sell, assign
and transfer unto:


	
 


	
(PLEASE INSERT SOCIAL SECURITY OR OTHER

  IDENTIFYING
  NUMBER OF ASSIGNEE)


	
 


	
 








	
 


	
(Please print or type name and address 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:___________________________________


	
 

	
 


	
 

	



	
 


	
 

	



	
 

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








	
 

	
 


	
Signature(s) Guarantee

	
 


	
THE
  SIGNATURE(S) 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
  SEC RULE 17Ad-15.

	
 





RIGHTS NOTICE


Common stock purchase rights are associated with the shares of Common
Stock of the Company pursuant to the Rights Agreement between Shenandoah
Telecommunications Company, a Virginia corporation (the “Company”), and
American Stock Transfer and Trust Company, (the “Rights Agent”) entered into on
January 24, 2008 and effective as of February 8, 2008, as it may be amended
from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy
of which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights (as
defined in the Agreement) will be evidenced by separate certificates and will
no longer be associated with and trade together with the shares of
Common Stock of the Company. The rights are not exercisable prior to the
occurrence of certain events specified in
the Rights Agreement. Under certain circumstances, as set forth in the Rights
Agreement, the securities or property for which the Rights may be exercised may be adjusted, and the Rights may be
redeemed, may be exchanged, may expire, or may be amended. As set forth in the
Rights Agreement. Rights beneficially owned by any Person (as defined in the
Rights Agreement) who becomes an Acquiring Person or any Affiliate thereof (as
such terms are defined in the Rights Agreement) become null and void. The Company will mail to the holder of shares of Common
Stock of the Company a copy
of the Rights Agreement without
charge after receipt of a written request therefor.