0000950133-08-002513 Sample Contracts

Contract

Registration Rights Agreement • July 28th, 2008 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Registration Rights Agreement
• Filed
  July 28th, 2008
• Company
  Xo Holdings Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

REGISTRATION RIGHTS AGREEMENT dated as of July 25, 2008 between XO HOLDINGS, INC., a Delaware corporation (the “Company”), and the entities listed on the signature pages hereto under the caption “Purchasers” (each a “Purchaser” and, collectively, the “Purchasers”).

TAX ALLOCATION AGREEMENT

Tax Allocation Agreement • July 28th, 2008 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Tax Allocation Agreement
• Filed
  July 28th, 2008
• Company
  Xo Holdings Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

Agreement as of July 25, 2008 by and among Starfire Holding Corporation (“Parent”), a Delaware corporation, having offices at 767 Fifth Avenue, New York and XO Holdings, Inc., a Delaware corporation (“XO”), having offices at 13865 Sunrise Valley Drive, Herndon Virginia, 20171 and the XO Subsidiaries (as defined below).

XO HOLDINGS, INC. STOCK PURCHASE AGREEMENT 7.00% Convertible Preferred Stock 9.50% Perpetual Preferred Stock Dated as of July 25, 2008

Stock Purchase Agreement • July 28th, 2008 • Xo Holdings Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Stock Purchase Agreement
• Filed
  July 28th, 2008
• Company
  Xo Holdings Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of July 25, 2008 by and between XO HOLDINGS, INC., a Delaware corporation (the “Company”) and the entities listed on the signature pages hereto under the caption “Purchasers” (each such entity, a “Purchaser” and collectively, the “Purchasers”).