0000950133-05-005044 Sample Contracts

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • November 9th, 2005 • Xo Communications Inc • Telephone communications (no radiotelephone) • Delaware

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2005, by and between XO Holdings, Inc., a Delaware corporation (“Seller”) and the undersigned stockholder (the “Stockholder”).

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GUARANTY
Guaranty • November 9th, 2005 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

THIS GUARANTY (this “Guaranty”), dated as of November 4, 2005, is made by Thornwood Associates Limited Partnership, a Delaware limited partnership (the “Guarantor”), in favor of and for the benefit of XO Holdings, Inc., a Delaware corporation (“Seller”).

EQUITY PURCHASE AGREEMENT by and between XO HOLDINGS, INC., as Seller; XO COMMUNICATIONS, INC. as the Company, and ELK ASSOCIATES LLC as Buyer Dated as of November 4, 2005
Equity Purchase Agreement • November 9th, 2005 • Xo Communications Inc • Telephone communications (no radiotelephone) • New York

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of November 4, 2005, between XO HOLDINGS, INC., a Delaware corporation (“Seller”), XO COMMUNICATIONS, INC., a Delaware corporation (“XO” or as further defined in Section 1.1 below, the “Company”) and ELK ASSOCIATES LLC, a Delaware limited liability company (“Buyer”). Seller, the Company and Buyer are referred to herein sometimes individually as a “Party” and collectively as the “Parties.”

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