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EXHIBIT 4.8
CLASS A CLASS A
COMMON STOCK COMMON STOCK
BETTER CONNECTED TO THE FUTURE
[OPTEL LOGO]
VIDEO - VOICE - DATA
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF DELAWARE OPTEL, INC. CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT CUSIP 683817 30 8
is the owner of
FULLY PAID AND NON-ASSESABLE SHARES, PAR VALUE ($.01) PER SHARE, OF CLASS A COMMON STOCK OF
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- -------------------------------------------- OPTEL, INC. -------------------------------------------------
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(hereinafter called the "Corporation", transferable on the books of the Corporation by said owner in
person or by this duly authorized attorney. Upon the surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held subject to the provisions of the
Amended and Restated Certificate of Incorporation of the Corporation as now or hereafter amended, (copies
of which are on file with the Transfer Agent Transferred to which reference is hereby expressly made
and to all of which the holder hereof by acceptance of this certificate hereby 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 its duly authorized officers.
Dates:
/s/ /s/
[SEAL]
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED OFFICER
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY 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
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TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act
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(State)
Additional abbreviations may also be used though not in the above list.
A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS WILL BE FURNISHED BY THE CORPORATION WITHOUT CHARGE,
TO EACH STOCKHOLDER WHO SO REQUESTS UPON APPLICATION TO THE TRANSFER AGENT OR
TO THE SECRETARY OF THE CORPORATION.
For value received________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE OF ASSIGNEE)
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shares
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of the capital stock represented by this Certificate, and do hereby irrevocably
constitute and appoint
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Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the promises.
Dated
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X
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NOTICE: The signature to 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.
Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTEE INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATES AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM).
PURSUANT TO S.E.C RULE 17Ad-15.
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THIS SPACE MUST NOT BE COVERED IN ANY WAY