Delaware
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\ No. ### \ \ ### Shares \
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BIRCH TELECOM, INC.
Common Stock, Par Value $0.001 Per Share
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THIS CERTIFIES THAT NAME IS THE OWNER OF
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Number (###)
------------------------------------------------SHARES OF THE CAPITAL STOCK OF
BIRCH TELECOM, INC.
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN
PERSON OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE
SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO BE HEREUNTO
AFFIXED THIS DAY OF A.D.
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President Secretary
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$0.001
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THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAW OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
TO EFFECTUATE SUCH TRANSACTION.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPINION SET
FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS
OR HER PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THIS COMPANY, ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES
SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF
THE ISSUER OF THESE SHARES.
CERTIFICATE
FOR
###
SHARES
OF THE
CAPITAL STOCK
BIRCH TELECOM, INC.
ISSUED TO
Name
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DATE
Date
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FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER
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UNTO
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SHARES
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OF THE CAPITAL STOCK REPRESENTED BY THE WRITTEN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT ATTORNEY
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TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED COMPANY WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES.
DATED
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IN PRESENCE OF
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NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.