Exhibit 4.4

COMPOSITE CONFORMED COPY

# AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT

This
Amended and Restated Registration Rights Agreement dated as of March 31, 2000,
as amended by Agreement dated as of September 20, 2001, is among NUVOX, INC.
(formerly known as Gabriel Communications, Inc.), a Delaware corporation (the
Company), and all other parties that are signatory hereto or that
have executed an Instrument of Accession in the form of Exhibit A hereto.
[Note: This document was created for informational purposes
only and represents a composite conformed copy integrating the amendment
dated September 20, 2001.]

W I T N E S S E T H:

WHEREAS,
pursuant to an Amended and Restated Stockholders Agreement of even date
herewith among the parties hereto (as amended and in effect from time to time,
the Stockholders Agreement) and a Securities Purchase
Agreement of even date herewith among the Company and the Purchasers named
therein providing for the purchase and sale of Series B Convertible Preferred
Stock of the Company (as amended and in effect from time to time, the
Series B Purchase Agreement), the parties hereto have agreed to
provide for the registration rights set forth in this Agreement; and

WHEREAS,
certain parties to the Securities Purchase Agreement dated as of November 18,
1998, as amended as of December 14, 1998, providing for the purchase of shares
of Series A Preferred Stock (as hereinafter defined) of the Company, and certain
other stockholders of the Company who are not also parties to the Series B
Purchase Agreement desire to amend and restate the Registration Rights Agreement
dated as of November 18, 1998;

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1.   Definitions.  For all purposes of this Agreement, the following terms shall have the meanings
set forth below (capitalized terms used herein and not otherwise defined herein shall have the meaning set forth
in the Stockholders' Agreement for such term):

Commission means the Securities and Exchange Commission.

Common
Stock means (a) the Common Stock, $.01 par value per share, of the Company
and (b) any shares of any other class of capital stock of the Company hereafter
issued which is (i) not preferred in the Companys charter as to
dividends or assets over any class of stock of the Company, (ii) not subject to
redemption in the Companys charter, or (iii) issued to the holders of
shares of Common Stock upon any reclassification thereof.

Demand
Registration means any registration requested by the Stockholders pursuant
to Section 2(a)(i).

indemnified party.  As defined in Section 8(c).

Instrument
of Accession means an Instrument of Accession in the form of Exhibit A
hereto.

Person
means an individual, partnership, corporation, association, trust, joint
venture, unincorporated organization, or any government, governmental department
or agency or political subdivision thereof.

Piggyback Registration.  As defined in Section 3(a)(i).

Preferred
Stock means (a) the Series A Preferred Stock, the Series A-1 Preferred Stock
and the Series B Preferred Stock and (b) any shares of any other class or series
of preferred stock of the Company hereafter issued, including any shares which
are issued to the holders of shares of Preferred Stock upon any reclassification
thereof.

Public
Sale means any sale of Restricted Securities to the public pursuant to a
public offering registered under the Securities Act or to the public through a
broker or market-maker pursuant to the provisions of Rule 144 (or any successor
rule) adopted under the Securities Act or any other public offering not required
to be registered under the Securities Act.

Registration Expenses.  As defined in Section 7(a).

registered
and registration refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act and the
declaration or ordering by the Commission of the effectiveness of such
registration statement.

Restricted
Securities means at any particular time all of the Companys then
outstanding shares of Stock, and all shares of Stock issuable upon exercise of
outstanding options or warrants or conversion of outstanding securities
convertible therefor, which have not been sold in a Public Sale, or which are
not able to be sold within any ninety (90) day period in a Public Sale pursuant
to the provisions of Rule 144 of the Securities Act.

Securities
Act means the Securities Act of 1933, as amended, or any successor federal
statute, and the rules and regulations of the Securities and Exchange Commission
thereunder, all as the same shall be in effect at the time.

Series A Preferred Stock means the Series A Convertible Preferred Stock, $.01 par value per share, of
the Company.

Series A-1 Preferred Stock means the Series A-1 Convertible Preferred Stock, $.01 par value per share,
of the Company

Series B Preferred Stock means the Series B Convertible Preferred Stock, $.01 par value per share, of
the Company

Stock
means all shares of Common Stock or Preferred Stock now or hereafter owned by
the Stockholders.

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Stockholders
means, initially, the Purchasers and the Management Stockholders identified as
such on the signature pages of this Agreement, and thereafter any Person who
becomes a party to this Agreement by executing an Instrument of Accession in
connection with the transfer to or acquisition by such Person of any Stock from
any Purchaser or the Company or any subsequent transferee of a Purchaser;
provided that a Person shall cease to be a Stockholder hereunder at such
time as such Person ceases to own Restricted Securities.

Underwriters
Maximum Number means for any Piggyback Registration, Demand Registration or
other registration which is an underwritten registration, that number of
securities to which such registration should, in the opinion of the managing
underwriters of such registration in the light of marketing factors, be limited.

2.   
Stockholder Demand Registration.

(a)   Request for Demand Registration.

| | (i)   
Subject to the limitations contained in the following paragraphs of this Section
2, the holders of at least 20% of the total number of outstanding Restricted
Securities may at any time after an initial public offering of the
Companys Common Stock that results in the automatic conversion of shares
of Preferred Stock, give to the Company, pursuant to this clause (i), a written
request for a Demand Registration of Restricted Securities on SEC Form S-1 or
any successor form (a Long-Form Registration). In addition, at such
time as the Company is eligible to utilize SEC Form S-3 or any successor form
thereto, the holders of at least 10% of the total number of outstanding
Restricted Securities may give to the Company pursuant to this clause (i) a
written request for a demand registration of Restricted Securities with an
anticipated aggregate public offering price of not less than $5,000,000 on SEC
Form S-3 or any successor form thereto (a Short-Form Registration).
Within 10 days after the receipt by the Company of any such written request, the
Company will give written notice of such registration request to all
Stockholders.
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| | (ii)   
Subject to the limitations contained in the following paragraphs of this Section
2, after the receipt of such written request for a Demand Registration, (A) the
Company will be obligated and required to include in such Demand Registration
all Restricted Securities with respect to which the Company shall receive from
Stockholders, within 30 days after the date on which the Company shall have
given to all Stockholders a written notice of registration request pursuant to
Section 2(a)(i) hereof, the written requests of such Stockholders for inclusion
of their respective shares of Restricted Securities in such Demand Registration,
and (B) the Company will use its reasonable best efforts in good faith to effect
promptly the registration of all such Restricted Securities; provided,
that, the Company shall not be obligated and required to cause the
effectiveness of a Demand Registration of any convertible Restricted Securities
unless and until such convertible Restricted Securities included in a Demand
Registration shall have been converted into Common Stock of the Company prior to
or simultaneously with the effectiveness of a Demand Registration; and
provided, further, that each Stockholder shall be entitled to
convert any Common Stock so converted back into convertible Restricted
Securities in the event such Demand Registration is not declared effective. All
written requests made by Stockholders pursuant to this clause (ii) will specify
the number of shares of Restricted Securities to be registered and will also
specify the intended method of disposition thereof. Such method of disposition
shall, in any case, be an underwritten offering if an underwritten offering is
requested by holders of 51% or more of the Restricted Securities to be included
in such Demand Registration.
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| | (iii)   
The Stockholders shall be permitted to withdraw all or any part of the
Restricted Securities of such Stockholders from any Demand Registration at any
time prior to the effective date of such Demand Registration but only in the
case of an underwritten public offering, if such Stockholders are permitted to
do so by the managing underwriters or pursuant to any agreement therewith. Upon
such withdrawal, subject to Section 2(b)(ii), such Demand Registration shall
count as a Demand Registration for purposes of Section 7(a) hereof unless the
withdrawing Stockholder bears one-half of its pro rata share of the costs
associated with such Demand Registration.
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(b)   Limitations on Demand Registration.

| | (i)   
The Stockholders will not be entitled to require the Company to effect any
Demand Registrations pursuant to Section 2(a) hereof more frequently than once
during any twelve-month period or within six months after the effective date of
any Demand or Piggyback Registration pursuant to Sections 2 or 3 hereof.
Registrations pursuant to this Section 2 shall be on Form S-1 or S-2 or, if any
Demand Registration would be eligible for registration on Form S-3, the Company
may effect such Demand Registration pursuant to Form S-3.
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| | (ii)   
Any registration initiated pursuant to Section 2(a) hereof shall not count as a
Demand Registration for purposes of Section 7(a) hereof unless and until such
registration shall have become effective and seventy-five percent (75%) of the
number of shares initially included in the first filing with the Commission on
Form S-1, S-2 or S-3, but not withdrawn under Section 2(a)(iii) above, shall
have been actually sold.
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| | (iii)   
The Company shall not be obligated or required to effect the Demand Registration
of any Restricted Securities pursuant to Section 2(a) hereof during the period
commencing on the date falling 60 days prior to the Companys estimated
date of filing of, and ending on the date 180 days following the effective date
of, any registration statement pertaining to any underwritten registration
initiated by the Company, for the account of the Company, if the written request
of Stockholders for such Demand Registration pursuant to Section 2(a)(i) hereof
shall have been received by the Company after the Company shall have given to
all Stockholders a written notice stating that the Company is commencing an
underwritten registration initiated by the Company; provided,
however,that the Company will use its reasonable best efforts in
good faith to cause any such registration statement to be filed and to become
effective as expeditiously as shall be reasonably possible. The Company shall
not be required to maintain the effectiveness of any Demand Registration beyond
the earlier to occur of (i) the consummation of the distribution by Stockholders
of the Restricted Securities included therein or (ii) 120 days after the
effective date thereof.
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(c)   
Priority on Demand Registrations. If the managing underwriters in any
Demand Registration pursuant to this Section 2 shall give written advice to the
Company and the Stockholders that, in their opinion, there is an
Underwriters Maximum Number of shares of Restricted Securities that may
successfully be included in such registration, then: (i) if the
Underwriters Maximum Number is less than the number of shares of
Restricted Securities requested to be included in such registration, the Company
will be obligated and required to include in such registration that number of
shares of Restricted Securities which does not exceed the Underwriters
Maximum Number, and such number of shares of Stock shall be allocated pro
rata among such Stockholders on the basis of the number of shares of
Restricted Securities requested to be included therein by each such Stockholder;
and (ii) if the Underwriters Maximum Number exceeds the number of shares
of Restricted Securities requested to be included in such registration, then the
Company will be entitled to include in such registration that number of
securities which shall have been requested by the Company to be included in such
registration for the account of the Company and which shall not be greater than
such excess. Neither the Company nor any of its security holders (other than the
Stockholders) shall be entitled to include any securities in any underwritten
Demand Registration unless (i) the holders of sixty-six and two thirds percent
(66 2/3%) of the Restricted Securities to be included in such Demand
Registration by the Stockholders consent in writing to such inclusion and (ii)
the Company or such security holders (as the case may be) shall have agreed in
writing to sell such securities on the same terms and conditions as shall apply
to the Restricted Securities to be included in such Demand Registration.

(d)   
Selection of Underwriters. If any Demand Registration or any registration
effected pursuant to Section 2 hereof is an underwritten offering, or a best
efforts underwritten offering, the investment bankers and managing underwriters
in such registration will be selected by the Company, subject to the approval of
the holders of 51% or more of the Restricted Securities to be included in such
registration.

3.   Piggyback Registrations.

(a)   Rights to Piggyback.

| | (i)   
If (and on each occasion that) the Company proposes to register any of its
equity securities or any other securities convertible into equity securities
under the Securities Act for its own account or for the account of any holder of
Restricted Securities (each such registration not withdrawn or abandoned prior
to the effective date thereof being herein called a Piggyback
Registration), the Company will give written notice to all Stockholders of
such proposal not later than 20 days prior to the anticipated filing date of
such Piggyback Registration.
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| | (ii)   
Subject to the provisions contained in paragraphs (b) and (c) of this Section 3
and in the last sentence of this clause (ii), (A) the Company will be obligated
and required to include in each Piggyback Registration all Restricted Securities
with respect to which the Company shall receive from Stockholders, within 15
days after the date on which the Company shall have given written notice of such
Piggyback Registration to all Stockholders pursuant to Section 3(a)(i) hereof,
the written requests of such Stockholders for inclusion in such Piggyback
Registration, and (B) the Company will use its reasonable best efforts in good
faith to effect promptly the registration of all such Restricted Securities;
provided, that the Company shall not be obligated and required to
cause the effectiveness of a Piggyback Registration of any convertible
Restricted Securities unless and until such convertible Restricted Securities
included in a Piggyback Registration shall have been converted into Common Stock
of the Company prior to or simultaneously with the effectiveness of a Piggyback
Registration; and provided, further, that each Stockholder shall
be entitled to convert any Common Stock so converted back into convertible
Restricted Securities in the event such Piggyback Registration is not declared
effective. The Stockholders shall be permitted to withdraw all or any part of
the Restricted Securities of such Stockholders from any Piggyback Registration
at any time prior to the effective date of such Piggyback Registration but only
in the case of an underwritten offering if such Stockholders are permitted to do
so by the managing underwriters or pursuant to any agreement therewith. The
Company will not be obligated or required to include any Restricted Securities
in any registration effected solely to implement an employee benefit plan or a
transaction to which Rule 145 of the Commission is applicable. The Company shall
not be required to maintain the effectiveness of any Piggyback Registration
beyond the earlier to occur of (i) the consummation of the distribution by
holders of Restricted Securities included in such Piggyback Registration or (ii)
120 days after the effective date thereof.
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(b)   Priority on Primary Registrations.  If a Piggyback Registration is an underwritten
primary registration initiated by the Company for its own account, and the managing underwriters shall give
written advice to the Company that, in their opinion, there is an Underwriters' Maximum Number of securities that
may successfully be included in such registration, then: (i) the Company shall be entitled to include in such
registration that number of securities which the Company proposes to offer and sell for its own account in such
registration and which does not exceed the Underwriters' Maximum Number; and (ii) the Company will be obligated
and required to include in such registration that number of shares of Restricted Securities which shall have been
requested by the holders thereof to be included in such registration and which does not exceed the difference
between the Underwriters' Maximum Number and that number of securities which the Company is entitled to include
therein pursuant to clause (i) above and such number of shares of Restricted Securities shall be allocated pro
rata among such Stockholders on the basis of the number of shares of Restricted Securities requested to be
included therein by each such Stockholder.

(c)   In no event will shares of any holder of Restricted Stock (other than the
Stockholders) be included in any such Piggyback Registration if such inclusion would reduce the number of shares
which may be included by the Stockholders without the written consent of Stockholders holding no less than
sixty-six and two-thirds percent (66 2/3%) of the Restricted Securities proposed to be included in such Piggyback
Registration.

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(d)   Selection of Underwriters.  In any Piggyback Registration, the Company shall (unless
the Company shall otherwise agree) have the right to select the investment bankers and managing underwriters in
such registration.

4.   Lockup Agreements.

(a)   Restrictions on Public Sale by Stockholders.  Each Stockholder, if the Company or the
managing underwriters so requests in connection with such registration, will not, without the prior written
consent of the Company or such underwriters, effect any Public Sale or other distribution of any equity
securities of the Company, including any sale pursuant to Rule 144, during the seven days prior to, and during
the ninety-day period (180 day period in the case of the Company's initial public offering of the Common Stock)
commencing on the effective date of such underwritten registration, except in connection with such underwritten
registration.

(b)   Restrictions on Public Sale by the Company.  The Company agrees, unless it obtains the
consent of the managing underwriter(s) of any underwritten offering of Restricted Securities pursuant to Sections
2 or 3 hereof, not to effect any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such equity securities, during the period commencing on the
seventh day prior to, and ending on the ninetieth day (in the case of the Company's initial public offering of
the Common Stock 180 day period) following, the effective date of any underwritten Demand or Piggyback
Registration, except in connection with any such underwritten registration, pursuant to any employee benefit plan
or, if the managing underwriter(s) agrees, as part of an acquisition.

5.   
Registration Procedures. If (and on each occasion that) the Company shall
become obligated to effect any registration of any Restricted Securities
hereunder, the Company will use its reasonable best efforts in good faith to
effect promptly the registration of such Restricted Securities under the
Securities Act and to permit the public offering and sale of such Restricted
Securities in accordance with the intended method of disposition thereof, and,
in connection therewith, the Company, as expeditiously as shall be reasonably
possible, will:

(a)   prepare and file with the Commission a registration statement with respect to such
Restricted Securities, and use its reasonable best efforts in good faith to cause such registration statement to
become and remain effective as provided herein;

(b)   prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus included in such registration statement as may be necessary or
advisable to comply in all material respects with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement or as may be necessary to keep such
registration statement effective and current as provided herein;

(c)   furnish to each seller of Restricted Securities such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the
prospectus included in such registration statement (including each preliminary prospectus), and such other
documents as any such seller may reasonably request in order to facilitate the disposition of the Restricted
Securities held by such seller;

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(d)   enter into such customary agreements (provided they do not require the issuance of
securities at a discount to any underwriter) and take all such other customary actions in connection therewith as
the Stockholders holding 51% or more of the Restricted Securities being registered reasonably request in order to
expedite or facilitate the disposition of such Restricted Securities;

(e)    use its reasonable best efforts in good faith to register and qualify the Restricted
Securities covered by such registration statement under such securities or blue sky laws of such jurisdictions as
any seller (or the managing underwriter, in the case of any underwritten offering) shall reasonably request and
do any and all such other acts and things as may be reasonably necessary or advisable to permit the disposition
in such jurisdictions of the Restricted Securities covered by such registration statement; provided, however that
the Company shall not be required in connection therewith to qualify to do business or file a general consent to
service of process in any such jurisdiction or subject itself to taxation in any jurisdiction where the Company
is not already subject to taxation; and

(f)   furnish to each prospective seller a signed counterpart, addressed to the prospective
sellers, (or to the underwriters, in the case of any underwritten offering) of (i) an opinion of counsel for the
Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the
independent public accountants who have certified the Company's financial statements included in the registration
statement, covering substantially the same matters with respect to the registration statement (and the prospectus
included therein) and (in the case of the "comfort" letter) with respect to events subsequent to the date of the
financial statements, as are customarily covered (at the time of such registration) in opinions of issuer's
counsel and in "comfort" letters delivered to the underwriters in underwritten public offerings of securities.

6.   Cooperation by Prospective Sellers, Etc.

(a)   Each prospective seller of Restricted Securities will furnish to the Company in
writing such information as the Company may reasonably require and which is customary in such transactions from
such seller (as to such seller, the Restricted Securities held by such seller and the intended method of
distribution of such Restricted Securities), and otherwise reasonably cooperate with the Company in connection
with any registration statement with respect to such Restricted Securities, and the Company may exclude from such
Registration Statement the Restricted Securities of any prospective seller who fails to furnish such reasonably
requested information within 30 days after receiving such request.

(b)   The failure of any prospective seller of Restricted Securities to furnish any
information or documents in accordance with any provision contained in this Agreement shall not affect the
obligations of the Company under this Agreement to any remaining sellers who furnish such information and
documents unless in the reasonable opinion of counsel to the Company or the underwriters, such failure impairs or
may impair the viability of the offering or the legality of the registration statement or the underlying offering.

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(c)   The Stockholders included in any registration statement will not (until further
notice) effect sales of Restricted Securities included in any registration statement after receipt of telegraphic
or written notice from the Company to suspend sales to permit the Company to correct or update such registration
statement or prospectus; but the obligations of the Company with respect to maintaining any registration
statement current and effective shall be extended by a period of days equal to the period such suspension is in
effect.

(d)   At the end of any period during which the Company is obligated to keep any
registration statement current and effective as provided herein (and any extensions thereof required by the
preceding paragraph (c) of this Section 6), the Stockholders included in such registration statement shall
discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of
its intention to remove from registration the shares covered by such registration statement which remain unsold,
and such Stockholders shall notify the Company of the number of shares registered which remain unsold promptly
after receipt of such notice from the Company.

7.   Registration Expenses.

(a)   Except as otherwise provided herein, all out of pocket costs and expenses incurred or
sustained by the Company in connection with or arising out of the first two Long-Form Demand Registrations and
two Short-Form Demand Registrations pursuant to Section 2 hereof and each registration pursuant to Section 3
hereof, including, without limitation, all registration and filing fees, fees and expenses of compliance with
federal and state securities or blue sky laws (including reasonable fees and disbursements of counsel for the
underwriters in connection with the blue sky qualification of Restricted Securities), printing expenses,
messenger, telephone and delivery expenses, fees and disbursements of counsel for the Company, reasonable fees
and disbursements of one counsel representing any or all of the holders of Stock, fees and disbursements of all
independent certified public accountants of the Company (including the expenses relating to the preparation and
delivery of any special audit or "cold comfort" letters required by or incident to such registration), and fees
and disbursements of underwriters, including any qualified independent underwriter (excluding discounts,
commissions and expenses representing disguised commissions), the reasonable fees and expenses of any special
experts retained by the Company of its own initiative or at the request of the managing underwriters in
connection with such registration, and fees and expenses of all (if any) other persons retained by the Company
(all such costs and expenses being herein called, collectively, the "Registration Expenses"), will be borne and
paid by the Company; provided, however, that the Company shall not pay nor otherwise be responsible for any legal
fees or disbursements of additional counsel other than as set forth above.  The Company will, in any case, pay
its internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, and the fees and expenses incurred in
connection with the listing of the securities to be registered on each securities exchange on which similar
securities of the Company are then listed.

(b)   The Company will not bear the cost of nor pay for any stock transfer taxes imposed in
respect of the transfer of any Restricted Securities to any purchaser thereof by any Stockholder in connection
with any registration of Restricted Securities pursuant to this Agreement.

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(c)   To the extent that Registration Expenses incident to any registration are, under the
terms of this Agreement, not required to be paid by the Company, each Stockholder included in such registration
will pay all Registration Expenses which are clearly solely attributable to the registration of such
Stockholder's Restricted Securities so included in such registration, and all other Registration Expenses not so
attributable to one Stockholder will be borne and paid by all sellers of securities included in such registration
in proportion to the number of securities so included by each such seller.

8.   Indemnification.

(a)   Indemnification by the Company.  To the full extent permitted by law, the Company will
indemnify each Stockholder requesting or joining in a registration and each underwriter of the securities so
registered, the officers, directors, agents, employees, members,  partners, trustees and fiduciaries of each such
Person and each Person, if any, who controls any thereof (within the meaning of the Securities Act) against any
and all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of any material fact contained in any registration statement,
prospectus or any amendment or supplement thereto, or any document filed pursuant to state securities laws (or in
any related registration statement, notification or the like) or any omission (or alleged omission) to state
therein any material fact required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to any action or inaction required of the Company in
connection with any such registration, qualification or compliance, and the Company will reimburse each such
Stockholder, underwriter, and each other Person indemnified pursuant to this paragraph (a) for any legal and any
other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission
(or alleged untrue statement or omission) made in reliance upon and in conformity with written information
furnished to the Company in an instrument duly executed by such Stockholder, underwriter, officer, director,
partner or controlling person and stated to be specifically for use therein.

(b)   Indemnification by Each Stockholder.  Each Stockholder requesting or joining in a
registration will severally and not jointly indemnify each underwriter of the securities so registered, the
Company, each of the other Stockholders selling Restricted Securities in such registration and the officers,
directors, agents, employees, members, partners, trustees and fiduciaries of each such Person and each Person, if
any, who controls any thereof (within the meaning of the Securities Act) and their respective successors in title
and assigns against any and all claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of any material fact contained in any
registration statement, prospectus, or any amendment or supplement thereto, or any document filed pursuant to
state securities laws (or in any related registration statement, notification or the like) or any omission (or
alleged omission) to state therein any material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by such Stockholder of any rule or regulation promulgated
under the Securities Act applicable to such Person and relating to any action or inaction required of such Person
in connection with any such registration, qualification or compliance, and such Stockholder will reimburse each
underwriter, the Company and each other Person indemnified pursuant to this paragraph (b) for any legal and any
other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that this paragraph (b) shall apply only if (and only to the extent that)
such statement or omission (or alleged untrue statement or omission) was made in reliance upon and in conformity
with written information furnished to such underwriter or the Company in an instrument duly executed by any such
Stockholder or any officer, director, partner or controlling person of such Stockholder and stated to be
specifically for use therein, and provided further that each Stockholder's liability hereunder (including,
without limitation, Section 9) with respect to any particular registration shall be limited to an amount equal to
the net proceeds received by such Stockholder from the sale of the Restricted Securities sold by such Stockholder
in such registration.  The Company and the Stockholders shall be entitled to receive indemnities from
underwriters participating in any distribution of Restricted Securities to the same extent as provided above with
respect to information so furnished in writing by such underwriters expressly for use in any prospectus or
registration statement.

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(c)   Indemnification Proceedings.  Each party entitled to indemnification pursuant to this
Section 8 (the "indemnified party") shall give notice to the party required to provide indemnification pursuant
to this Section 8 (the "indemnifying party") promptly after such indemnified party acquires actual knowledge of
any claim as to which indemnity may be sought, and shall permit the indemnifying party (at its expense), upon
written notice to the indemnified party within thirty (30) days after receipt of the indemnified party's notice,
to assume the defense of any claim or any litigation resulting therefrom; provided that counsel for the
indemnifying party, who shall conduct the defense of such claim or litigation, shall be reasonably acceptable to
the indemnified party (unless objected to within ten (10) days after the indemnifying party's notice, such
counsel shall be deemed acceptable), and the indemnified party may participate in such defense at the indemnified
party's expense; and provided, further, that (i) the failure by any indemnified party to give notice as provided
in this paragraph (c) shall not relieve the indemnifying party of its obligations under this Section 8 except to
the extent that the failure results in a failure of actual notice to the indemnifying party and such indemnifying
party is materially prejudiced solely as a result of the failure to give notice and (ii) in the event of any
failure of the indemnifying party to retain counsel to assume the defense of such claim or litigation within
thirty (30) days after receipt of the indemnified party's notice, the indemnified party may retain such counsel
at the indemnifying party's expense.  No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect to such claim or litigation or which includes
an admission of fault by the indemnified party or the entry of any injunction against the indemnified party.  The
reimbursement required by this Section 8 shall be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.

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9.   
Contribution in Lieu of Indemnification. If the indemnification provided
for in Section 8 hereof is unavailable to a party that would have been an
indemnified party under any such section in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each party that would have been an indemnifying party thereunder shall, in lieu
of indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and such
indemnified party on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof); provided that each Stockholders liability
hereunder (including, without limitation, Section 8) with respect to any
particular registration shall be limited to an amount equal to the net proceeds
received by such Stockholder from the sale of the Restricted Securities sold by
such Stockholder in such registration. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or such indemnified
party and the parties relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and each Stockholder agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rataallocation or by any other method of allocation which does not take account
the equitable considerations referred to above in this Section 9. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section 9 shall include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to indemnification or
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

10.   
Rule 144 Requirements; Form S-3. From time to time after the earlier to
occur of (a) the ninetieth day following the date on which there shall first
become effective a registration statement filed by the Company under the
Securities Act with respect to its equity securities, or (b) the date on which
the Company shall register a class of equity securities under Section 12 of the
Securities Exchange Act of 1934, the Company will use its reasonable best
efforts in good faith to take all steps necessary to ensure that the Company
will be eligible to register securities on Form S-3 (or any comparable form
adopted by the Commission) as soon thereafter as possible, and to file all
reports required to be filed by it under the Securities Exchange Act of 1934 in
order that there will be publicly available current public information
concerning the Company within the meaning of Rule 144(c) of the Commission under
the Securities Act. The Company will furnish to any Stockholder, upon request
made by such Stockholder at any time after the undertaking of the Company in the
preceding sentence shall have first become effective, a written statement signed
by the Company, addressed to such Stockholder, describing briefly the action the
Company has taken or proposes to take to comply with the current public
information requirements of Rule 144. The Company will, at the request of any
Stockholder, upon receipt from such Stockholder of a certificate certifying (i)
that such Stockholder has held such Restricted Securities for a period of not
less than two (2) consecutive years calculated as described in paragraph (d) of
Rule 144, (ii) that such Stockholder has not been an affiliate (as defined
in paragraph (a) of Rule 144) of the Company for more than the preceding three
months, and (iii) as to such other matters as may be appropriate in accordance
with such Rule, remove from the stock certificates representing such Restricted
Securities that portion of any restrictive legend which relates to the
registration provisions of the Securities Act, and, thereupon, such Restricted
Securities will cease to be Restricted Securities for purposes of this
Agreement.

12

11.   
Participation in Underwritten Registrations. No person may participate in
any underwritten registration pursuant to this Agreement unless such person (a)
agrees to sell such persons securities on the basis provided in any
underwriting arrangements approved by the persons entitled, under the provisions
hereof, to approve such arrangements, and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required by the terms of such underwriting
arrangements. Any Stockholder to be included in any underwritten registration
shall be entitled at any time to withdraw such Restricted Securities from such
registration prior to the execution of the related underwriting agreement in the
event that such Stockholder shall disapprove of any of the terms of such
agreement.

12.   Miscellaneous.

(a)   No Inconsistent Agreements.  The Company hereby represents and warrants that it is not
a party to or bound in any manner under, and covenants that it will not enter into at any time after the date
hereof, any agreement or contract (whether written or oral) with respect to any of its securities which grants to
any securityholder (other than under this Agreement) any demand registration rights or prevents the Company from
complying in any respect with the registration rights granted by the Company to the Stockholders hereunder.

(b)   Amendments and Waivers.  The provisions of this Agreement, including the provisions of
this paragraph (b), may not be amended, modified or supplemented, and any waiver or consent to or any departure
from any of the provisions of this Agreement may not be given and shall not become or be effective, unless and
until (in each case) the Company shall have received the prior written consent of the holders of at least 66 2/3%
of the Restricted Securities then outstanding to any such amendment, modification, supplement, waiver or consent;
provided however, that any amendment, modification or waiver of any provision of this Agreement that affects only
one or more particular parties hereto to this Agreement may become effective only with the written approval of
such party or parties.

(c)   Restricted Securities Held by the Company.  Whenever the consent or approval of
Stockholders is required pursuant to this Agreement, Restricted Securities held by the Company shall not be
counted in determining whether such consent or approval was duly and properly given by such Stockholders.

(d)   Term.  The agreements of the Company contained in this Agreement shall continue in
full force and effect so long as any Stockholder holds any Restricted Securities.

13

(e)   Notices.  Any notice or other communication in connection with this Agreement shall be
deemed to be delivered if in writing (or in the form of a telex or telecopy) addressed as provided below (a) when
actually delivered, in person, (b) when telexed or telecopied to said address, confirmed by registered or
certified mail, (c) when received if delivered by overnight courier, or (d) in the case of delivery by mail,
three business days shall have elapsed after the same shall have been deposited in the United States mails,
postage prepaid and registered or certified:

| | (i)   
if to a Stockholder, at such Stockholders address on the stock transfer
books of the Company (which the Company shall make available for determining the
address of any Stockholder for notification purposes hereunder).                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)    if to the Company, at
                16650 Chesterfield Grove Rd.
                Suite 110
                Chesterfield, MO 63006
                Attention: Chairman or President


        with a copy to:
                Nick H. Varsam, Esq.
                Bryan Cave, LLP
                One Metropolitan Square
                211 N. Broadway
                St. Louis, MO 63102

and thereafter at such other address, notice of which is given in accordance with the provisions of this Section
13(e).

(f)   Successors and Assigns.  This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties, including, without limitation, subsequent holders of
Stock agreeing to be bound by all of the terms and conditions of this Agreement by executing an Instrument of
Accession in the form set forth in attached Exhibit A.

(g)   Counterparts. This Agreement may be executed in one or more counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.

(h)   Headings. The headings in this Agreement are for convenience of reference only and
shall not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect of any
of the terms of this Agreement.

(i)   Governing Law. The validity, performance, construction and effect of this Agreement
shall be governed by and construed in accordance with the internal laws of the State of New York, without giving
effect to principles of conflicts of law.

14

(j)   Severability.  In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the remaining provisions contained herein
shall not be affected or impaired thereby.

(k)   Entire Agreement.  This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject matter.

15

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

| | NUVOX, INC.
| | -----------
| | By:        
| |            

[Signatures of stockholders]

16

EXHIBIT A

Instrument of Accession

Reference
is made to that certain Amended and Restated Registration Rights Agreement dated
as of March 31, 2000, as amended by Agreement dated September 20, 2001, a copy
of which is attached hereto (as amended and in effect from time to time, the
Registration Rights Agreement), among NuVox, Inc., a Delaware
corporation (the Company), and the Stockholders of the Company (as
defined therein).

The
undersigned, ___________________________________________, in order to become the owner or holder of
__________ shares (the Shares) of ________________________
Stock, hereby agrees that by the undersigneds execution hereof (a) the
undersigned is a Stockholder party to the Registration Rights Agreement subject
to all of the rights, restrictions and conditions applicable to Stockholders set
forth in the Registration Rights Agreement, and (b) all of the Shares (and any
and all shares of stock of the Company issued in respect thereof) constitute
Restricted Securities subject to all the rights, restrictions and conditions
applicable to Restricted Securities as set forth in the Registration Rights
Agreement. This Instrument of Accession shall take effect and shall become a
part of said Registration Rights Agreement immediately upon execution.

Executed
as of the date set forth below under the laws of the State of Delaware.

| | Signature: | 
| | ---------- | 
| | Address:   | 
| |            | 
| | Date:      | 

|Accepted:NUVOX, INC. | 
|-------------------- | 
|By:                  | 
|Date:                |