Common use of Consent to Jurisdiction; Forum Selection; Appointment of Agent for Service of Process; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Forum Selection; Appointment of Agent for Service of Process; Waiver of Jury Trial. (a) The Company hereby submits to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. (b) Any action, lawsuit or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in the courts of the State of New York or the courts of the United States of America located in the State of New York, in each case, located in the Borough of Manhattan, City of New York, State of New York. The Company waives any objection that it may have to the venue of such action, lawsuit or proceeding in any such court or that such action, lawsuit or proceeding in such court was brought in an inconvenient court and agrees not to plead or claim the same. (c) Each party hereby agrees that service of process by registered mail to such party at the address set forth above shall be effective service of process in any such suit, action or proceeding referred to in Section 16(a). (d) Any right to trial by jury with respect to any action, lawsuit, claim or other proceeding arising out of or relating to this Agreement or the services to be rendered by Xxxxxx Brothers hereunder is expressly and irrevocably waived.

Consent to Jurisdiction; Forum Selection; Appointment of Agent for Service of Process; Waiver of Jury Trial. (a) The Underwriters and the Company hereby submits submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. (b) Any actionsuit, lawsuit action or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in the courts of the State of New York or the courts of the United States of America located in the State of New York, in each case, located in the Borough of Manhattan, City of New York, State of New York. The Company Each of the parties hereto waives any objection that it may have to the venue of such actionsuit, lawsuit action or proceeding in any such court or that such actionsuit, lawsuit action or proceeding in such court was brought in an inconvenient court and agrees not to plead or claim the same. (c) Each party The Company hereby irrevocably appoints Corporation Service Company, 80 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000, as its authorized agent in the State of New York upon which process may be served in any suit action, suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to Corporation Service Company by registered mail the person serving the same to such party at the address set forth above provided in Section 12 shall be deemed in every respect effective service of process upon the Company in any such suitaction, suit or proceeding. The Company further agrees to take any and all action or proceeding referred as may be necessary to maintain such designation and appointment of such agent in Section 16(a)full force and effect for a period of 7 years from the date of this Agreement. (d) Any right to trial by jury with respect to any action, lawsuit, claim claim, action or other proceeding arising out of or relating to this Agreement or the services to be rendered by Xxxxxx Brothers the Underwriters hereunder is expressly and irrevocably waived.

Consent to Jurisdiction; Forum Selection; Appointment of Agent for Service of Process; Waiver of Jury Trial. (a) The Underwriter and the Company hereby submits submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. (b) Any actionsuit, lawsuit action or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in the courts of the State of New York or the courts of the United States of America located in the State of New York, in each case, located in the Borough of Manhattan, City of New York, State of New York. The Company Each of the parties hereto waives any objection that it may have to the venue of such actionsuit, lawsuit action or proceeding in any such court or that such actionsuit, lawsuit action or proceeding in such court was brought in an inconvenient court and agrees not to plead or claim the same. (c) Each party The Company hereby irrevocably appoints CT Corporation, 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent in the State of New York upon which process may be served in any suit action, suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to CT Corporation by registered mail the person serving the same to such party at the address set forth above provided in Section 12 shall be deemed in every respect effective service of process upon the Company in any such suitaction, suit or proceeding. The Company further agrees to take any and all action or proceeding referred as may be necessary to maintain such designation and appointment of such agent in Section 16(a)full force and effect for a period of 7 years from the date of this Agreement. (d) Any right to trial by jury with respect to any action, lawsuit, claim claim, action or other proceeding arising out of or relating to this Agreement or the services to be rendered by Xxxxxx Brothers the Underwriter hereunder is expressly and irrevocably waived. If the foregoing correctly sets forth the agreement between the Company and the Underwriter, please indicate your acceptance in the space provided for that purpose below. Very truly yours, MeriStar Hospitality Corporation By: /s/ Dxxxxx X. Xxxxxxx Name: Dxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer, and Treasurer Accepted: Lxxxxx Brothers Inc. By: /s/ Axxxxx Xxxxxxxxx Authorized Representative Lxxxxx Brothers Inc. 12,000,000 Lxxxxx Brothers Inc. 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by you (the “Underwriter”) of 12,000,000 shares (the “Shares”) of Common Stock, par value $.01 per share (the “Common Stock”), of MeriStar Hospitality Corporation, a Maryland corporation (the “Company”), and that the Underwriter proposes to reoffer the Shares to the public (the “Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriter, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Underwriter, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Shares and shares issued in the ordinary course pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights) owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, for a period of 90 days after the date of the final Prospectus relating to the Offering; provided, that, the restrictions set forth above shall not apply to transfers by the undersigned for bona fide charitable contributions, gifts and estate planning, so long as the recipient or donee is subject to a similar restricted transfer period. In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from his or her obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the Underwriter will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: Name: Title: Dated: Pxxx X. Xxxxxxxx J. Xxxxxx Cxxxxxxx Xxxxx G. Xxxxx Jxxxx X. Xxxxxxxxxx Dxxxxx X. Xxxxxxx Wxxxxxx X. Xxxxx Jxxxxx X. Xxxxxxxxxx H. Xxxxx Lodge III Bxxxxxx X. Xxxxxxx D. Exxxx Xxxxxx Wxxxxxx X. Xxxxxxxx, Xx. Jxxxx X. Worms 1. All of the issued partnership interests of MHOP have been duly authorized and validly issued and (except for partnership interests of MHOP owned by third parties) are owned directly or indirectly by the Company, to our knowledge, free and clear of all liens, encumbrances, equities or claims.

Consent to Jurisdiction; Forum Selection; Appointment of Agent for Service of Process; Waiver of Jury Trial. (a) The Company hereby submits to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. (b) Any action, lawsuit or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in the courts of the State of New York or the courts of the United States of America located in the State of New York, in each case, located in the Borough of Manhattan, City of New York, State of New York. The Company waives any objection that it may have to the venue of such action, lawsuit or proceeding in any such court or that such action, lawsuit or proceeding in such court was brought in an inconvenient court and agrees not to plead or claim the same. (c) Each party hereby agrees that service of process by registered mail to such party at the address set forth above shall be effective service of process in any such suit, action or proceeding referred to in Section 16(a). (d) Any right to trial by jury with respect to any action, lawsuit, claim or other proceeding arising out of or relating to this Agreement or the services to be rendered by Xxxxxx Lehman Brothers hereunder is expressly and irrevocably waived.

Consent to Jurisdiction; Forum Selection; Appointment of Agent for Service of Process; Waiver of Jury Trial. (ai) The Each of the Purchasers and the Company hereby submits to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. (bii) Any actionsuit, lawsuit action or proceeding with respect to this Agreement or the transactions contemplated hereby may be brought only in the courts of the State of New York or the courts of the United States of America located in the State of New York, in each case, located in the Borough of Manhattan, City of New York, State of New York. The Company Each of the parties hereto waives any objection that it may have to the venue of such actionsuit, lawsuit action or proceeding in any such court or that such actionsuit, lawsuit action or proceeding in such court was brought in an inconvenient court and agrees not to plead or claim the same. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. (c) Each party hereby agrees that service of process by registered mail to such party at the address set forth above shall be effective service of process in any such suit, action or proceeding referred to in Section 16(a). (d) Any right to trial by jury with respect to any action, lawsuit, claim or other proceeding arising out of or relating to this Agreement or the services to be rendered by Xxxxxx Brothers hereunder is expressly and irrevocably waived.