ITC^DeltaCom, Inc. Series B-1 Cumulative Convertible Preferred Stock Certificate

Summary

This certificate represents ownership of Series B-1 Cumulative Convertible Preferred Stock in ITC^DeltaCom, Inc., a Delaware corporation. The shares are subject to the terms of the company's Certificate of Incorporation, bylaws, and an Investment Agreement dated February 27, 2001. The stock is convertible into common shares and may be redeemed under certain conditions. Transfer of these shares is restricted and must comply with federal and state securities laws, and, for the first year, shares must be transferred together with related warrants.

EX-4.1 4 dex41.txt EXHIBIT - 4.1 Exhibit 4.1 SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK [GRAPHIC] STATE SEAL INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK [GRAPHIC] STATE SEAL SEE REVERSE FOR CERTAIN DEFINITIONS ITC/\DELTACOM This certifies that SPECIMEN Is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK, PAR VALUE OF $.01 PER SHARE, OF ITC/\DeltaCom, Inc. (hereinafter, the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and bylaws of the Corporation and all amendments thereto, copies of which are on file with the Transfer Agent to all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of the duly authorized officers of the Corporation. Dated: /s/ J. Thomas Mullis [GRAPHIC] CORPORATE SEAL /s/ Andrew M. Walker SECRETARY PRESIDENT Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, New York) Transfer Agent and Registrar By Authorized Signature ITC/\DeltaCom, Inc. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION AND SHALL BE CONVERTIBLE INTO THE CORPORATION'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF DESIGNATION. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. THE CORPORATION SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE CORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF AN INVESTMENT AGREEMENT DATED AS OF FEBRUARY 27, 2001, AS AMENDED FROM TIME TO TIME (THE "INVESTMENT AGREEMENT"). A COPY OF THE INVESTMENT AGREEMENT IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICES OF THE CORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE CORPORATION RESERVES THE RIGHT PRIOR TO ANY SUCH TRANSACTION TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE FOREGOING RESTRICTIONS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN ISSUANCE OF SHARES OF THE CORPORATION'S SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK AND WARRANTS ENTITLING THE HOLDER THEREOF TO PURCHASE THE CORPORATION'S COMMON STOCK. UNTIL THE FIRST ANNIVERSARY OF THE DATE OF INITIAL ISSUANCE OF THE CORPORATION'S SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK UNDER THE INVESTMENT AGREEMENT, THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED SEPARATELY FROM, BUT MAY BE TRANSFERRED ONLY TOGETHER WITH, SUCH WARRANTS. 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 TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with rights of survivorship and not as tenants in common UNIF GIFT MIN ACT -- ________________________ Custodian _______________________ (Cust) (Minor) under Uniform Gifts to Minors Act ______________________________________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ____________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________ Shares of the capital stock represented by this Certificate, and does hereby irrevocably constitute and appoint ______________________________________________________________________ Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated __________________________________ X _________________________________________________________ X _________________________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: By __________________________________________________________ THE SIGNATURE(S) MUST 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 S.E.C. RULE 17Ad-15.