0000950133-03-000211 Sample Contracts

XO COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

REGISTRATION RIGHTS AGREEMENT, dated as of January 16, 2003, among the parties listed on Schedule I hereto (the “Holders”) and XO Communications, a Delaware corporation (the “Company”).

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SERIES A WARRANT AGREEMENT between XO COMMUNICATIONS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent January 16, 2003
Warrant Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York
ESCROW AGREEMENT
Escrow Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

Escrow Agreement (this “Escrow Agreement”), dated as of January 15, 2003, by and among XO Communications, Inc., a Delaware corporation (the “Parent”), XO Management Services, Inc., a Washington corporation (the “Subsidiary”, and together with the Parent, the “Companies”), and U.S. Bank Trust National Association, as Escrow Agent (the “Escrow Agent”). The Parent and the Escrow Agent are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENT
Assignment and Assumption of Option Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • Virginia

THIS ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENT (“Agreement”) made this 15th day of January, 2003, by and between XO COMMUNICATIONS, INC., a Delaware corporation (“Assignor”) and DIXON PROPERTIES LLC, a Delaware limited liability company (“Assignee”) and shall be effective on January 16, 2003 (“Effective Date”);

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • January 30th, 2003 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

Agreement as of January 16, 2003 by and among Starfire Holding Corporation (“Parent”), a Delaware corporation, having offices at 767 Fifth Avenue, New York and XO Communications, Inc., a Delaware corporation (“XO”), having offices at 11111 Sunset Hills Road, Reston Virginia, 20160 and the XO Subsidiaries (as defined below).

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