Xstelos Holdings, Inc. Watch

from 10-K 4 pages We Are Pleased to Inform You That on April 19, 2012, the Board of Directors of Xstelos Holdings, Inc. (The “Company”) Authorized the Grant to You on April 26, 2012 of a Non-Qualified Stock Option (The “Option”) to Purchase Two Million Five Hundred Thousand (2,500,000) Shares of Common Stock (The “Shares”), $0.001 Par Value, of the Company (“Common Stock”), at a Price of $0.35 Per Share. All of the Option Is Currently Exercisable. the Option, to the Extent Not Previously Exercised, Will Expire March 14, 2020

from 8-K 27 pages Agreement of Sale and Purchase Dated as of April 27, 2012 by and Between Footstar Hq LLC, Seller and the Dress Barn, Inc., Purchaser 933 Macarthur Boulevard Mahwah, New Jersey

from S-1/A ~5 pages March 22, 2012 Paragraph (A) of the Letter Agreement Is Hereby Amended and Restated in Its Entirety to State

from S-1/A 3 pages In Connection With That Certain Agreement and Plan of Merger (The “Merger Agreement”) Dated as of January 3 , 2011, by and Among Fcb I Holdings Inc. (“Holdings”), Fcb I Acquisition Corp. and Cpex Pharmaceuticals, Inc. (“Cpex”), Footstar Corporation (“Footstar”) and Cheval Holdings, Ltd. (“Cheval”) Hereby Agree to the Following Terms Regarding Certain Consulting and Advisory Services to Be Provided by Cheval

from S-1/A 56 pages Article 1 Basic Lease Provisions

from S-1 4 pages Whereas, the Respective Boards of Directors of Footstar and Xstelos Have Adopted This Agreement and the Transactions Contemplated Hereby, Including (I) the Reorganization of Footstar by a Contribution of All of Its Assets To, and Assumption of All of Its Liabilities By, Xstelos in Consideration for All of the Issued and Outstanding Shares of Xstelos Common Stock, Par Value $0.01 Per Share (The “Xstelos Common Stock”), and (II) Promptly Following the Declaration of Effectiveness of the Registration Statement (As Defined Below), Footstar Will Distribute (The “Distribution”) All Issued and Outstanding Shares of Common Stock to Stockholders of Footstar Common Stock (The “Footstar Common Stock”) as of the Distribution Record Date (The “Record Date”) on Pro Rata One-For-One Basis; Whereas, It Is the Intention of the Parties Hereto That the Transactions Contemplated by This Agreement Shall Constitute a Tax-Free Transaction Under Section 368 of the Internal Revenue Code of 1986, as Amended (The “Code”), and the Rules and Regulations Promulgated Thereunder. Now, Therefore, in Consideration of the Premises and the Mutual Representations, Warranties, Covenants and Agreements Hereinafter Set Forth, the Parties Hereto Hereby Agree as Follows: 1. Contribution of Assets and Issuance of Shares