Common use of Representations and Warranties of the Stockholders Clause in Contracts

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrantswarrants to Purchaser and Merger Sub, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting hereof and as of the Effective TimeClosing (as defined below), to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, all of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderSchedule A, free and clear of all liensany pledge, hypothecation, claim, security interest, charge, encumbrance, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation, powers including any restriction on the right to vote, sell or otherwise dispose of attorneythe Securities, proxies other than those arising under the federal and state securities laws (each, a "Lien"), except as set forth in this Agreement or in Schedule B hereto or disclosed in the Commission Filings filed prior to the date hereof. (b) The Securities constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act) of the Company beneficially owned, directly or indirectly, by the Stockholder. (c) Except for the Securities, the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other arrangement right to acquire any securities of the Company that are or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority may by their terms become entitled to vote or sell any securities that are convertible or exchangeable into or exercisable for any securities of the Subject SharesCompany that are or may by their terms become entitled to vote, except nor is the Stockholder subject to any contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, that provides for those restrictions arising hereunder such Stockholder to vote or acquire any securities of the Company. The Stockholder holds exclusive power to vote the Company Common Stock set forth opposite its name on Schedule A, if any, and has not granted a proxy to any other person to vote any Company Common Stock (including those issuable upon exercise of the Options), subject to the limitations under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesthe terms set forth in this Agreement. (bd) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder andthe Stockholder, and assuming that this Agreement the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal, valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, subject to applicable except as enforcement against the Stockholder may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting creditors' relating to creditors rights and remedies generally and to by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law). (ce) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by the Stockholder of the transactions contemplated hereby and compliance with the provisions hereof Stockholder's obligations hereunder will not, conflict with, result in a violation or breach of, or violation of or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) under, or give rise to a material obligation, a any right of termination, amendment, cancellation, or acceleration or result in the creation of any obligation or a loss of a material benefit Lien on any Shares under, or require notice to or the consent of any person under (i) in any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the case of a Stockholder that is a corporation party or other business organization, any organizational documents of such Stockholder, by which the Stockholder is bound or (ii) in any injunction, judgment, writ, decree, order or ruling applicable to the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contractexcept for conflicts, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflictsviolations, breaches, violations, defaults, obligationsterminations, rights amendments, cancellations, accelerations or losses that, Liens that would not individually or in the aggregate, would not (i) aggregate be expected to prevent or materially impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any by such Stockholder of the transactions contemplated hereby. (df) Each Neither the execution and delivery of this Agreement nor the performance by the Stockholder of the Stockholder's obligations hereunder will violate any Law applicable to the Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the Xxxx-Xxxxx-Xxxxxx Act, foreign antitrust or competition laws or the federal securities laws. (g) No investment banker, broker, finder or other intermediary is, or will be, entitled to a fee or commission from Merger Sub, Purchaser or the Company in respect of this Agreement based on any arrangement or agreement made by or on behalf of such Stockholder in this Agreement or otherwise in his or her capacity as a stockholder of the Company. (h) The Stockholder understands and acknowledges that Purchaser is entering into, and causing Merger Sub to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder's execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby represents and warrants (severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting jointly and as of to itself only) to Acquiror and the Effective Time, to MeriStar and ASC Company as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record owner and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, or has a valid proxy to vote, such Stockholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the Governing Documents of the number Company (including, for the purposes hereof, any agreements between or among stockholders of the Company and type the Investment Agreements)). As of Securities the date hereof, other than the Covered Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights to acquire shares of Company Stock (or any additional securities convertible into shares of ASC other than such Subject SharesCompany Stock) or any interest therein. (b) In Such Stockholder, in each case except as provided in this Agreement or, before giving effect to Section 5(i), the case Investment Agreements or the Governing Documents of the Company, (i) has the right to vote, dispose of and to issue instructions with respect to the matters set forth herein, whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Stockholder who is an individual, such affirms that (i) if the Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions contemplated hereby. In , and (ii) if the case of Stockholder is not a Stockholder that natural person, it (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into to, and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that subject to the due execution and delivery of this Agreement by each of the Company and Acquiror, constitutes the a legally valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, the terms hereof subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitythe Enforceability Exceptions. (cd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or to be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Transactions. (e) The execution execution, delivery and delivery performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of such Stockholder (if such Stockholder is not a natural person) or default the rights of such Stockholder’s spouse or domestic partner (if such Stockholder is a natural person and has a spouse or domestic partner, as applicable), (ii) with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which such Stockholder is subject, (iii) any change in the rights or the consent obligations of any person party under any Contract legally binding upon such Stockholder or (iiv) any violation of applicable Law, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clauses (ii) in the case of any Stockholder that is a trust), violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholderor (iv) directly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or the Transactions. (if) impair As of the ability date of this Agreement, there is no Action pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to perform prevent, enjoin or materially delay the performance by such Stockholder's Stockholder of its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyAgreement. (dg) Each Such Stockholder is a sophisticated investor and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and based on such information as the Stockholder has deemed appropriate made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character. Such Stockholder acknowledges that the agreements contained herein are irrevocable. (h) Such Stockholder understands and acknowledges that Acquiror is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) No investment banker, broker, finder or other intermediary is pursuant entitled to one any broker’s, finder’s, financial advisor’s or more other similar fee or commission for which Acquiror or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the exemptions from registration provided for respective transactions contemplated hereby or thereby, in Section 3(a) each case based upon arrangements made by or 4(2) on behalf of such Stockholder in his, her or its capacity as a stockholder of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActCompany.

Representations and Warranties of the Stockholders. Each -------------------------------------------------- Stockholder, severally and not jointly, represents and warrantswarrants to Parent and Purchaser, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting hereof and as of the Effective TimeClosing (as defined below), to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto Shares (such Securities, together with any other Securities or other equity or voting interests in ASC including the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderOptions), free and clear of all liensany mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation, powers including any restriction on the right to vote, sell or otherwise dispose of attorneythe Shares (each, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesa "Lien"), except for those restrictions arising hereunder or as set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesin this Agreement. (b) In The Shares (including the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen Options) constitute all of the United States securities (as defined in Section 3(a)(10) of America and the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by the Stockholder. (c) Except for the Shares (including the Options), the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is competent the Stockholder subject to execute and deliver any Contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, provides for such Stockholder has all requisite power and authority to enter into this Agreement and to consummate vote or acquire any securities of the transactions contemplated herebyCompany. The Stockholder holds exclusive power to vote the Shares and has not granted a proxy to any other person (as defined in the Merger Agreement, which meaning will apply for all purposes of this Agreement) to vote the Shares, subject to the limitations set forth in this Agreement. (d) This Agreement has been duly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery of this Agreement by such Parent and Purchaser, is a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms. (e) Neither the execution and delivery of this Agreement nor the performance by the Stockholder of the Stockholder's obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Shares under, (i) any Contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Stockholder; except for conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equityhereby. (cf) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by the Stockholder of the transactions contemplated hereby and compliance with Stockholder's obligations hereunder will violate any law, decree, statute, rule or regulation applicable to the provisions hereof will notStockholder or require any order, conflict consent, authorization or approval of, filing or registration with, result in a breach or violation of declaration or default (with or without notice or lapse of time or both) underto, give rise to a material obligationany court, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation administrative agency or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate governmental body or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholderauthority, other than any such conflictsrequired notices or filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, breachesas amended, violationsand the rules and regulations promulgated thereunder (the "HSR Act"), defaults, obligations, rights foreign antitrust or losses that, individually competition laws or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyfederal securities laws. (dg) Each The Stockholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder's execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants, warrants to Liberty as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC hereof as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securitiesof, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has fullgood and valid title to, unrestricted and sole power to dispose of and to vote such Subject the Owned Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensLiens other than as created by this Agreement and pursuant to applicable securities Laws. Such Stockholder has sole voting power, voting trusts or agreementssole power of disposition, powers sole power to demand appraisal rights and sole power to agree to all of attorneythe matters set forth in this Agreement, proxies or any other arrangement or agreement in each case with any person or entity limiting or affecting respect to all of such Stockholder's legal power or authority to vote or sell the Subject Owned Shares, except for those with no limitations, qualifications or restrictions arising hereunder or set forth under on such rights, subject to applicable securities laws and except as specified on Schedule 2.1 heretothe terms of this Agreement. Except as otherwise specified on Schedule 2.1 heretoAs of the date hereof, other than the Owned Shares (and any equity awards relating thereto), such Stockholder does not own beneficially own or hold of record any (i) shares of capital stock (including shares of Common Stock) or voting securities of Liberty, (ii) securities of Liberty convertible into or exchangeable for shares of capital stock (including shares of Common Stock) or voting securities of Liberty or (iii) options or other rights to acquire from Liberty any additional capital stock (including shares of Common Stock), voting securities or securities convertible into or exchangeable for capital stock (including shares of Common Stock) or voting securities of ASC other than such Subject SharesLiberty. (b) In the case of a Each Stockholder who is an individualhas all requisite power (including, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In in the case of a Stockholder that is a corporationan entity, trust corporate or other business organization, such Stockholder has all requisite power entity power) and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of MeriStardelivery by Liberty, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting creditors' ’ rights and remedies generally and to by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (c) The execution Except for the applicable requirements of the Exchange Act or the requirements of any applicable state securities Laws, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Stockholder for the execution, delivery and performance of this Agreement does not, and by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will not, conflict with, shall (A) result in a any breach or violation of of, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) under, or give rise to a material obligation, a right others any rights of termination, cancellationamendment, acceleration or cancellation of, or acceleration of any obligation or a loss result in the creation of a material benefit underLien on such property or asset of such Stockholder pursuant to, or require notice any Contract to or the consent of any person under (i) in the case of a which such Stockholder that is a corporation party or other business organizationby which such Stockholder or any property or asset of such Stockholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Stockholder or any organizational documents of such Stockholder’s properties or assets, (ii) in the each case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, as would not (i) restrict, prohibit or impair the ability exercise by Liberty of such Stockholder to perform such Stockholder's obligations its rights under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyhave an adverse effect on such Stockholder’s ability to perform its obligations hereunder. (d) Each There is no action, suit, investigation, complaint or other proceeding pending against any such Stockholder, or, to the knowledge of such Stockholder, threatened against such Stockholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Liberty of its rights under this Agreement or the performance by any such Stockholder of such Stockholder’s obligations under this Agreement. (e) Such Stockholder understands and acknowledges that Liberty is entering into the issuance of the Common Stock Business Combination Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer representations and sale warranties of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each such Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actcontained herein.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC MeriStar Stockholders Meeting, Meeting and each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities shares of MeriStar Common Stock set forth opposite such Stockholder's name on Annex A hereto (such SecuritiesMeriStar Common Stock, together with any other Securities or other equity or voting interests in ASC MeriStar the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities MeriStar Common Stock into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or under the Proxy delivered by such Stockholder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC MeriStar other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Such Stockholder has all requisite power and authority to enter into this Agreement Agreement, to grant the Proxy and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Proxy by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has and the Proxy have been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStarASC, each of this Agreement and the Proxy constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The Proxy is an irrevocable proxy, coupled with an interest, and ASC shall, by operation of the Proxy, have the power to vote such Stockholder's Subject Shares in accordance with, and as contemplated by, Section 1.1 and by the terms of the Proxy. (c) The execution and delivery of this Agreement or of the Proxy does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Except for the other Stockholders, there are no parties who are affiliates of such Stockholder understands and acknowledges that the issuance who are also affiliates of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActMeriStar.

Representations and Warranties of the Stockholders. Each Stockholder, severally As of the date hereof and not jointly, represents and warrants, as of the date hereof, of the time of each ASC Stockholders MeetingClosing under the Merger Agreement, each Adverse Meeting Stockholder on its own behalf hereby represents and as warrants to Earlychildhood with respect to itself and its ownership of the Effective Time, to MeriStar and ASC Shares as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the number and type of Securities Shares set forth opposite adjacent to such Stockholder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Stockholder's ability to perform its obligations under this Agreement. (b) The Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of SmarterKids beneficially owned, directly or indirectly, by Stockholder, excluding any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply for all purposes of this Agreement), as to which it does not have voting or investment power. (c) Except as set forth on Schedule 1.1(c), and except for the Shares, Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of SmarterKids that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of SmarterKids that are or may by their terms become entitled to vote, nor is Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates it to vote or acquire any securities of SmarterKids. Stockholder has the exclusive power to vote the Shares set forth adjacent to such Stockholder's name on Annex A hereto (such Securities, together with and has not granted a proxy to any other Securities individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are convertedentity (collectively, being collectively referred to herein as such Stockholder's a "Subject SharesPerson") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior subject to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or limitations set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesin this Agreement. (bd) In Each Stockholder that is a corporation or partnership, as the case of a Stockholder who is an individual, such Stockholder is an adultmay be, is a citizen duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the United States of America power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The , and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (e) This Agreement and each Transaction Document to which Stockholder is a party has been duly executed and delivered by Stockholder and, assuming due authorization, execution and delivery of this Agreement by such Stockholder Earlychildhood and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary actionSmarterKids, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes constitute a valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvencyinsolvency or other similar laws, fraudulent conveyancenow or hereinafter in effect, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equitythe court before which any proceeding therefor may be brought. (cf) The Neither the execution and delivery of this Agreement does notand each of the Transaction Documents to which Stockholder is a party, and nor the performance by Stockholder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated hereby by this Agreement and compliance with the provisions hereof will notMerger Agreement, conflict with, result in a violation or breach of, or violation of or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) under, or give rise to a material obligation, a any right of termination, amendment, cancellation, or acceleration or result in the creation of any obligation or a loss of a material benefit Lien on any Shares under, or require notice to a consent or the consent of any person waiver under (collectively, a "Conflict"), (i) in the case of a Stockholder that is a corporation or other business organization, any its organizational documents of such Stockholderdocuments, (ii) in the case any note, bond, mortgage, indenture lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder that is a trustparty or by which Stockholder is bound, violate or conflict with any term or provision of to the indenture, or other governing or testamentary instrument relating extent such Conflict would materially affect Stockholder's ability to such trust consummate the transactions contemplated hereby or (iii) in the case of any Stockholderpermit, any Contractfranchise, agreementlicense, instrumentstatute, undertakinginjunction, Lawjudgment, writ, decree, order, injunctionruling, determination rule or award binding on such regulation applicable to Stockholder, other than any to the extent such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, Conflict would not (i) impair the ability of such Stockholder to perform such materially affect Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of ability to consummate the transactions contemplated hereby. (dg) Each Stockholder understands Neither the execution and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is nor the performance by Stockholder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to one or more the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act1976, including Regulation D promulgated thereunder, and any applicable state lawsas amended, and the offer rules and sale regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Common Stock Stockholders is a trustee whose consent is required for the execution and delivery of this Agreement or the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved compliance by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under Stockholders with the Securities Actterms hereof.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting warrants to Parent and as of the Effective Time, to MeriStar and ASC Sub as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred noted in accordance with Section 3.1 hereof after the date hereofAppendix A, such Stockholder is the sole record and beneficial owner holder of the number and type of Securities Individual Shares set forth opposite in column (1) of Appendix A and Beneficially Owns such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Individual Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensany claims and Encumbrances, voting trusts or agreementsother than Encumbrances pursuant to this Agreement, powers and the transfer of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority ’s Individual Shares hereunder will effectively vest in Sub valid and marketable title to vote or sell the Subject Sharessuch Shareholder’s Individual Shares pursuant to and as contemplated by this Agreement free and clear of any Encumbrances, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject SharesEncumbrances pursuant to this Agreement. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and remedies generally ’ rights, and to general principles of equityequity principles. (c) The This Agreement covers all of such Stockholder’s Individual Shares except for options to purchase Shares which were granted by the Company to the Stockholder (provided, however, that any Shares acquired by such Stockholder upon exercise of any such options after the date hereof and prior to the termination of the Merger Agreement in accordance with Article VII thereof are covered by this Agreement). As of the date hereof, such Stockholder Beneficially Owns the number of Shares set forth on column (1) and options to purchase Shares set forth on column (2), respectively, of Appendix A. (d) This Agreement and the execution and delivery of this Agreement hereof by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, (i) result in a breach or violation of or default breach of, or constitute (with or without due notice or lapse of time or both) under, a default (or give rise to a material obligation, a any right of termination, cancellationcancellation or acceleration) under, any of the terms, conditions or acceleration provisions of any obligation note, bond, mortgage, indenture, license, agreement or a loss of a material benefit under, other instruments or require notice obligations to or the consent of any person under (i) in the case of a which such Stockholder that is a corporation party or other business organization, by which any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate its property or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement assets may be bound or (ii) prevent violate any order, writ, injunction, decree, statute, rule or delay the consummation of regulation applicable to such Stockholder or any of the transactions contemplated herebyits properties or assets. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder-------------------------------------------------- Stockholder hereby represents and warrants to Parent and the Purchaser, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder (i) is the sole record and beneficial owner of the number and type shares of Securities Common Stock (such shares, as they may be adjusted from time to time pursuant to Section 8, collectively with any shares of Common Stock which such Stockholder may acquire at any time in the future during the term of this Agreement, being referred to herein as the "Shares") set forth opposite such ------ Stockholder's name on Annex A hereto Schedule 1 to this Agreement and (such Securitiesii) neither holds nor has any beneficial interest in any option (including any Company Stock Option), together with any other Securities warrant or other equity right or voting interests in ASC security convertible into or exercisable for shares of Common Stock. (b) Such Stockholder has the beneficial ownership of which is hereafter acquired legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any Securities into proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement nor the consummation by such Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securities Stockholder is a party or other equity by which such Stockholder or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares"assets are bound. The consummation by such Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder (but the foregoing representation does not include any such provision of any judgment, order, decree, statute, law, rule or regulation to the extent applicable to the Purchaser or the Parent). (e) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such stockholder is an entity duly organized and validly existing under the laws of the state in which it is incorporated or constituted, and such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has fulltaken all necessary action to authorize the execution, unrestricted delivery and sole power to dispose performance of this Agreement. (f) The Shares and to vote the certificates representing the Shares owned by such Subject Shares. Such Subject Shares Stockholder are now, and at all times prior to during the Effective Time term hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, powers of attorneyoptions, proxies rights, understandings or arrangements or any other arrangement encumbrances whatsoever on title, transfer, or agreement with exercise of any person or entity limiting or affecting rights of a stockholder in respect of such Stockholder's legal power or authority to vote or sell the Subject SharesShares (collectively, "Encumbrances"), ------------ except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyEncumbrances arising hereunder. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC Pubco as follows: (a) Except as specified on Schedule 2.1 hereto The execution and except for Subject Shares transferred in accordance with Section 3.1 hereof after delivery by such Stockholder of this Agreement does not, and the date hereofperformance of this Agreement by such Stockholder will not, (i) if such Stockholder is not a natural person, conflict with or violate the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit governing documents of such Stockholder, free and clear (ii) conflict with or violate any Law applicable to such Stockholder or by which any of all liensits Shares are bound, voting trusts (iii) result in any breach of, or agreementsconstitute a default (or an event which, powers with notice or lapse of attorneytime or both, proxies would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Shares are bound or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, consents, approvals, authorizations, permits or filings or other arrangement occurrences that, individually or agreement with any person in the aggregate, are not reasonably expected to prevent, materially delay or entity limiting or affecting such Stockholder's legal power or authority to vote or sell materially impede the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, performance by such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesits obligations under this Agreement. (b) In As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth opposite the Stockholder’s name on Exhibit A, and as of the date of this Agreement, such Stockholder has the sole power (as currently in effect) to vote such Shares, and such Stockholder does not own, directly or indirectly, any other Shares. (c) Such Stockholder has all necessary power and authority (or, in the case of a any Stockholder who is an individual, such Stockholder is an adult, that is a citizen of the United States of America and is competent natural person, capacity) to execute and deliver this Agreement, to carry out his or her perform its obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate, limited liability company, limited partnership, or other entity action, if anyand no other corporate, limited liability company, limited partnership, or other entity actions on the part of such StockholderStockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes due authorization, execution and delivery by the valid and binding obligation of MeriStarother parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitythe Remedies Exceptions. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants to Parent and Purchaser, severally and not jointly, represents and warrantssolely as to itself and its Covered Shares, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder (i) is the sole record and beneficial owner of of, and has good and marketable title to, the number and type of Securities Covered Shares set forth opposite such Stockholder's ’s name on Annex Schedule A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholderhereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, powers of attorneyoptions, proxies rights, understandings or arrangements or any other arrangement encumbrances whatsoever on title, transfer, or agreement with exercise of any person or entity limiting or affecting rights of a stockholder in respect of such Stockholder's legal power or authority to vote or sell the Subject SharesCovered Shares (collectively, “Encumbrances”) except for those restrictions on transfer under the Securities Act of 1933, as amended, or Encumbrances arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder hereunder; (ii) does not beneficially own own, of record or hold beneficially, any shares of capital stock of the Company (or rights to acquire any additional securities of ASC such shares) other than the Covered Shares set forth on Schedule A hereto; and (iii) has the right to vote and dispose of and holds power to issue instructions with respect to the matters set forth in Sections 3, 4, 5 and 6 hereof, power to demand appraisal rights and power to agree to all of the matters set forth in this Agreement with respect to all of such Subject Stockholder’s Covered Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) In the case of any Stockholder that is a Stockholder who is an individualcorporation, limited partnership or limited liability company, such Stockholder is an adultentity duly organized, is a citizen validly existing and in good standing under the laws of the United States of America jurisdiction in which it is incorporated or constituted. (c) The Stockholder has the legal capacity and is competent all requisite power and authority to execute and deliver this Agreement, Agreement and to carry out his or her perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. In To the case of a extent applicable, the execution, delivery and performance by the Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary actionthe Stockholder (or its board of directors or similar governing body, if anyas applicable), and no other actions or proceedings on the part of such Stockholderthe Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, the Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights and remedies generally and to general equitable principles of equity(whether considered in a proceeding in equity or at law). (cd) The Neither the execution and delivery of this Agreement does notby the Stockholder, and the performance by the Stockholder of such Stockholder’s obligations hereunder nor the consummation by the Stockholder of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, (i) result in a material violation or breach of, or violation of or default constitute (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit default under, or require notice conflict with (A) to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organizationextent applicable, any provisions of the organizational documents of such Stockholderthe Stockholder or (B) any note, (ii) in the case of any Stockholder that is a trustbond, violate or conflict with any term or provision of the mortgage, indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contractcontract, agreement, instrumentlease, undertakinglicense, Law, order, injunction, determination permit or award binding on other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder’s Covered Shares are bound, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent violate, or delay the consummation require any consent, approval, or notice under, any provision of any judgment, order or decree or any federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement applicable to such Stockholder or any of the transactions contemplated hereby. such Stockholder’s Covered Shares (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is other than filings required pursuant to one or more Securities Exchange Act of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act1934, including Regulation D promulgated thereunder, and any applicable state lawsas amended, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actrules promulgated thereunder).

Representations and Warranties of the Stockholders. Each Stockholderof the Stockholders hereby represents and warrants to Parent and Merger Sub, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record and beneficial owner of the number and type shares of Securities Zhone Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder's ’s name on Annex Schedule A hereto to this Agreement and such Shares represent all of the Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such SecuritiesStockholder. For purposes of this Agreement, together with the term “Shares” shall include any shares of Zhone Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Zhone Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other Securities shares of Zhone Stock such Stockholder may acquire or other equity or voting interests in ASC beneficially own during the beneficial ownership term of which is hereafter acquired this Agreement. Schedule A lists all Stockholder Rights held by such Stockholder. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any Securities into judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii) (A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Securities Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other equity occurrences that would not prevent or voting interests are converted, being collectively referred to herein as materially delay the performance by such Stockholder of any of such Stockholder's "Subject Shares"’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and has full, unrestricted and sole power to dispose of and to vote the certificates representing the Shares owned by such Subject Shares. Such Subject Shares Stockholder are now, now and at all times prior to during the Effective Time term hereof will be, be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, powers of attorney, proxies understandings or arrangements or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesencumbrances whatsoever, except for those restrictions any such encumbrances or proxies arising hereunder hereunder, under applicable federal and state securities laws or under the agreements set forth under applicable securities laws and except as specified on Schedule 2.1 B hereto. Except as otherwise specified on Schedule 2.1 hereto, such Such Stockholder does not owns of record or beneficially own or hold any rights to acquire any additional securities no shares of ASC Zhone Stock other than such Subject Stockholder’s Shares. (be) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen As of the United States of America and is competent to execute and deliver this Agreementdate hereof, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of neither such Stockholder, enforceable against such Stockholder in accordance with nor any of its terms, respective properties or assets is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, writ, judgment, injunction, decree, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, that would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (df) Each Such Stockholder understands and acknowledges that Parent is entering into, and causing Merger Sub to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrantswarrants to Parent and Subsidiary, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensany mortgage, pledge, hypothecation, rights of others claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation, powers including any restriction on the right to vote, sell or otherwise dispose of attorneythe Securities (each, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesa “Lien”), except as set forth in this Agreement, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified a brokerage margin loan for the Stockholders specifically denoted on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities A which will be satisfied and released immediately upon purchase of ASC other than such Subject the Shares. (b) In The Securities set forth opposite his or its name on Schedule A constitute all of the case securities (as defined in Section 3(a)(10) of a Stockholder who is an individualthe Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by such Stockholder. (c) Except for the Securities, such Stockholder is an adultdoes not, is a citizen directly or indirectly, other than as disclosed on Schedule A, beneficially own or have any option, warrant or other right to acquire any securities of the United States Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of America the Company that are or may by their terms become entitled to vote, nor is such Stockholder subject to any Contract, commitment, arrangement, understanding, restriction or relationship, other than this Agreement, that provides for such Stockholder to vote or acquire any securities of the Company. Such Stockholder holds exclusive power to vote the Securities and is competent has not granted a proxy to any other person (as defined in the Merger Agreement, which meaning will apply for all purposes of this Agreement) to vote the Shares, subject to the limitations set forth in this Agreement. (d) Such Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, Agreement and to carry out his or her perform its obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporationsuch execution delivery and performance have been authorized by such Stockholder, trust and no other proceedings or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement actions by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all are necessary action, if any, on the part of such Stockholder. therefor. (e) This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding agreement of Parent, Subsidiary, is a valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (cf) The Neither the execution and delivery of this Agreement does notnor the performance by such Stockholder of his, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof her or its obligations hereunder will not, conflict with, result in a violation or breach of, or violation of or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) under, or give rise to a material obligation, a any right of termination, amendment, cancellation, or acceleration or result in the creation of any obligation or a loss of a material benefit Lien on any Securities under, or require notice to or the consent of any person under (i) in the case any Contract, commitment, agreement, understanding, arrangement or restriction of a any kind to which such Stockholder that is a corporation party or other business organization, any organizational documents of by which such Stockholder, Stockholder is bound or (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination judgment, writ, decree, order or award binding on such ruling applicable to the Stockholder; except for conflicts, other than any such conflictsviolations, breaches, violations, defaults, obligationsterminations, rights amendments, cancellations, accelerations or losses thatLiens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder. (g) Neither the execution and delivery of this Agreement nor the performance by such Stockholder of his, her or its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to the Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action could, individually or in the aggregate, would not be reasonably expected to prevent or materially impair or delay the performance by such Stockholder of its obligations hereunder, other than any required notices or filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), foreign antitrust or competition laws or the federal or state securities laws. (h) Except as set forth in Section 5.19 of the Merger Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Stockholder that is or will be payable by the Company or any of its subsidiaries. (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Such Stockholder understands and acknowledges that Parent is entering into, and causing Subsidiary to enter into, the issuance Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement. (j) To the extent such Stockholder is a trust, such Stockholder has supplied to Parent or Subsidiary true and correct copies of all material documents establishing, organizing, governing or controlling such trust including any order, decree or other judicial pronouncement affecting such trust documents, and all such documents remain in full force and effect. (k) With respect to the trust created March 1, 1971 by Xxxxxx X. Xxxxxx III and Xxxx Xxxx Xxxxxx for the benefit of their grandchildren (the “Grandchildrens’ Trust”), (i) there has been no removal and there is no pending request for the removal of Xxxxxxxxx Xxxx and Xxxxxx X. XxxXxxxx as the trustees and (ii) no current beneficiary of the Common Stock and Grandchildrens’ Trust will reach the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 age of 30 during the term of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each StockholderStockholder represents and warrants to Parents and Merger Sub, severally as to itself and not jointlywith respect to its Shares, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the number "Exchange Act"), which definition will apply for all purposes of this Agreement) of, and type has good title to, all of Securities set forth opposite such Stockholder's name on Annex A hereto its Shares, and there exist no liens, claims, security interests, options, proxies, voting agreements, charges or encumbrances of whatever nature (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject SharesLiens") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject its Shares, except for those restrictions arising hereunder or set forth under applicable securities laws Liens created pursuant to the Shareholder Agreement, dated as of August 1, 1994, among the Stockholders and except certain other parties thereto (as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretoamended, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesthe "Stockholders Agreement"). (b) In Assuming that Merger Sub acquired its interest in the case Shares in good faith and without notice of any adverse claim (within the meaning of Section 8-302 of the Uniform Commercial Code as in effect in the State of New York), upon the transfer to Merger Sub by such Stockholder of its Shares upon consummation of the Offer or the Merger (whichever is earlier), Merger Sub will acquire all of such Stockholder's rights in such Stockholder's Shares, free of any adverse claim. (c) Such Stockholder's Shares constitute all of the shares of Common Stock beneficially owned, directly or indirectly, by such Stockholder. (d) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations hereunder will not, constitute a Stockholder who is violation of, conflict with, result in a default (or an individualevent which, with notice or lapse of time or both, would result in a default) under, or result in the creation of any Lien on any of such Stockholder's Shares under (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his party or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, by which such Stockholder is bound, (ii) any judgment, writ, decree, order or ruling applicable to such Stockholder, or (iii) the organizational documents of such Stockholder. (e) Such Stockholder has all requisite full power and authority to enter into execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action, if any, and no other actions on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid due authorization, execution and binding obligation of MeriStardelivery by Parent and Merger Sub, this Agreement constitutes a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitylaw. (cg) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by such Stockholder of the transactions contemplated hereby and compliance with the provisions hereof its obligations hereunder will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation violate any order, writ, injunction or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating judgment applicable to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent violate any law, decree, statute, rule or delay the consummation of regulation applicable to such Stockholder or require any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3consent, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one authorization or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investorapproval of," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholderof the Stockholders hereby represents and warrants to Parent and Merger Sub, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record and beneficial owner of the number and type shares of Securities Company Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder's ’s name on Annex Schedule A hereto (to this Agreement and such Securities, together with any other Securities or other equity or voting interests in ASC Shares represent all of the beneficial ownership shares of which is hereafter acquired Company Common Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Company Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Company Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of Company Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the certificate of incorporation or bylaws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other Person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Securities Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other equity occurrences that would not prevent or voting interests are converted, being collectively referred to herein as materially delay the performance by such Stockholder of any of such Stockholder's "Subject Shares"’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), the New York Stock Exchange (the “NYSE”) or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and has full, unrestricted and sole power to dispose of and to vote the certificates representing the Shares owned by such Subject Shares. Such Subject Shares Stockholder are now, now and at all times prior to during the Effective Time term hereof will be, be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, powers of attorney, proxies understandings or arrangements or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesencumbrances whatsoever, except for those restrictions any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth under applicable securities laws and except as specified on Schedule 2.1 B hereto. Except as otherwise specified on Schedule 2.1 hereto, such Such Stockholder does not owns of record or beneficially own or hold any rights to acquire any additional securities no shares of ASC Company Common Stock other than such Subject Stockholder’s Shares. (be) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen As of the United States of America and is competent to execute and deliver this Agreementdate hereof, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of neither such Stockholder, enforceable against such Stockholder in accordance with nor any of its terms, respective properties or assets is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, writ, judgment, injunction, decree, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, that would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (df) Each Such Stockholder understands and acknowledges that Parent is entering into, and causing Merger Sub to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC Kensington as follows: (a) Except as specified on Schedule 2.1 hereto The execution and except for Subject Shares transferred in accordance with Section 3.1 hereof after delivery by such Stockholder of this Agreement does not, and the date hereofperformance of this Agreement by such Stockholder will not, (i) if such Stockholder is not a natural person, conflict with or violate the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit governing documents of such Stockholder, free and clear (ii) conflict with or violate any Law applicable to such Stockholder or by which any of all liensits Shares are bound, voting trusts (iii) result in any breach of, or agreementsconstitute a default (or an event which, powers with notice or lapse of attorneytime or both, proxies would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Shares are bound or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, consents, approvals, authorizations, permits or filings or other arrangement occurrences that, individually or agreement with any person in the aggregate, are not reasonably expected to prevent, materially delay or entity limiting or affecting such Stockholder's legal power or authority to vote or sell materially impede the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, performance by such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesits obligations under this Agreement. (b) In As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth opposite the Stockholder’s name on Exhibit A, and as of the date of this Agreement, such Stockholder has the sole power (as currently in effect) to vote such Shares, and such Stockholder does not own, directly or indirectly, any other Shares. (c) Such Stockholder has all necessary power and authority (or, in the case of a any Stockholder who is an individual, such Stockholder is an adult, that is a citizen of the United States of America and is competent natural person, capacity) to execute and deliver this Agreement, to carry out his or her perform its obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate, limited liability company, limited partnership, or other entity action, if anyand no other corporate, limited liability company, limited partnership, or other entity actions on the part of such StockholderStockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes due authorization, execution and delivery by the valid and binding obligation of MeriStarother parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitythe Remedies Exceptions. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder hereby represents and warrantswarrants to Parent that: (i) The Subject Shares listed on Annex A opposite the Stockholder's name are the only shares of capital stock of the Company, as securities convertible into capital stock of the Company, or other rights in respect of capital stock of the Company (collectively, "Securities") Beneficially Owned or owned of record by the Stockholder or its controlled Affiliates on the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: ; (aii) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred has valid title to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreementsclaims, powers charges, options, proxies, security interests and encumbrances of attorneyany kind whatsoever (except as contemplated by this Agreement), proxies and none of such Subject Shares is subject to any pledge or any voting trust or other agreement or arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares(except as created by this Agreement, except for those restrictions arising hereunder or as set forth under applicable securities laws and except on Annex A or except, subject to Section 17, as specified may have the effect of conferring voting power on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights another Stockholder) with respect to acquire any additional securities the voting of ASC other than such Subject Shares.; and (iii) neither the Stockholder nor any of its controlled Affiliates presently owns any options to purchase or rights to subscribe for or otherwise acquire any other Securities except as set forth in Annex A. (b) In the case of a The Stockholder who is an individualhas full right, such Stockholder is an adult, is a citizen of the United States of America power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution perform all of such Stockholder's obligations hereunder, and such execution, delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby performance have been duly authorized by all requisite action of the Stockholder and no other proceedings or actions are necessary action, if any, on the part of such Stockholder. therefor. (c) This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement constitutes the and represents a valid and legally binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (cd) The execution execution, delivery and delivery performance of this Agreement does not, and by the consummation of the transactions contemplated hereby and compliance with the provisions hereof Stockholder will notnot constitute a violation of, conflict with, require any consent (not yet obtained) under or result in a breach or violation of or default (whether with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in any of its Constituent Documents or any contract, understanding or arrangement to which the case of a Stockholder that is a corporation party or other business organization, any organizational documents of such Stockholderby which the Stockholder or the Subject Shares are bound, (ii) in any judgment, injunction, decree or order applicable to the case of any Stockholder that is a trustStockholder, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state lawslaw, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC statute, rule or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actregulation.

Representations and Warranties of the Stockholders. Each Stockholderof the Stockholders hereby represents and warrants to Parent and Merger Sub, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and unless otherwise indicated, the record and beneficial owner of the number and type shares of Securities Company Common Stock (as may be adjusted from time to time pursuant to Section 5 hereof, the “Shares”) set forth opposite such Stockholder's ’s name on Annex Schedule A hereto (to this Agreement and such Securities, together with any other Securities or other equity or voting interests in ASC Shares represent all of the beneficial ownership shares of which is hereafter acquired Company Common Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of Company Common Stock issuable to such Stockholder upon exercise or conversion of any existing right, contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Company Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of Company Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with the Certificate of Incorporation or By-laws or similar organizational documents of such Stockholder as presently in effect (in the case of a Stockholder that is a legal entity), (ii) conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or by which it is bound or affected, (iii)(A) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, (B) give to any other person any rights of termination, amendment, acceleration or cancellation of, or (C) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever upon any of the properties or assets of the Stockholder under, any agreement, contract, indenture, note or instrument to which such Securities Stockholder is a party or by which it is bound or affected, except for such breaches, defaults or other equity occurrences that would not prevent or voting interests are converted, being collectively referred to herein as materially delay the performance by such Stockholder of any of such Stockholder's "Subject Shares"’s obligations under this Agreement, or (iv) except for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any governmental or regulatory authority, except where the failure to make such filing or obtain such permit, authorization, consent or approval would not prevent or materially delay the performance by Stockholder of any of such Stockholder’s obligations under this Agreement. (d) The Shares and has full, unrestricted and sole power to dispose of and to vote the certificates representing the Shares owned by such Subject Shares. Such Subject Shares Stockholder are now, now and at all times prior to during the Effective Time term hereof will be, be held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all pledges, liens, charges, claims, security interests, proxies, voting trusts or agreements, powers of attorney, proxies understandings or arrangements or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesencumbrances whatsoever, except for those restrictions any such encumbrances or proxies arising hereunder or under applicable federal and state securities laws or under the agreements set forth under applicable securities laws and except as specified on Schedule 2.1 B hereto. Except as otherwise specified on Schedule 2.1 hereto, such Such Stockholder does not owns of record or beneficially own or hold any rights to acquire any additional securities no shares of ASC Company Common Stock other than such Subject Stockholder’s Shares. (be) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen As of the United States of America and is competent to execute and deliver this Agreementdate hereof, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of neither such Stockholder, enforceable against such Stockholder in accordance with nor any of its terms, respective properties or assets is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, writ, judgment, injunction, decree, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, that would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (df) Each Such Stockholder understands and acknowledges that Parent is entering into, and causing Merger Sub to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants (severally, severally and not jointly, represents and warrants, as of to itself only) to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC Acquiror as follows: (a) Except Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such Stockholder’s Covered Shares, free and clear of any Liens (other than as specified on Schedule 2.1 hereto and except created by this Agreement or the organizational documents of the Company (including, for Subject Shares transferred in accordance with Section 3.1 hereof after the purposes hereof, any agreements between or among stockholders of the Company). As of the date hereof, such Stockholder is other than the sole record and beneficial owner of the number and type of Securities Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights to acquire shares of Company Common Stock or Company Preferred Stock (or any additional securities convertible into shares of ASC other than such Subject SharesCompany Common Stock or Company Preferred Stock) or any interest therein. (b) In Such Stockholder, in each case except as provided in this Agreement, the case Investment Agreements or the governing documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Stockholder who is an individual, such affirms that (i) if the Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions transaction contemplated hereby. In , and (ii) if the case of Stockholder is not a Stockholder that natural person, (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The the due execution and delivery of this Agreement by each other Party hereto, constitutes a legally valid and binding agreement of such Stockholder enforceable against the Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Mergers or the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Mergers and the other transactions contemplated by the Merger Agreement will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the governing documents of or default such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 6(d), under any applicable Law to which such Stockholder is subject or (iii) any change in the consent rights or obligations of any person party under (i) any Contract legally binding upon such Stockholder, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clause (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholderdirectly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not (i) reasonably be expected to prevent or materially delay or impair the such Stockholder’s ability of such Stockholder to perform such Stockholder's its obligations under this Agreement hereunder or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. (df) Each As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its obligations under this Agreement. (g) The Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently, based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Stockholder acknowledges receipt and review of a copy of the Merger Agreement and that the agreements contained herein with respect to the Covered Shares held by the Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that Acquiror is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) No investment banker, broker, finder or other intermediary is pursuant entitled to one any broker’s, finder’s, financial advisor’s or more other similar fee or commission for which Acquiror or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the exemptions from registration provided for respective transactions contemplated hereby or thereby, in Section 3(a) each case based upon arrangements made by such Stockholder in his, her or 4(2) its capacity as a stockholder or, to the knowledge of the Securities Actsuch Stockholder, including Regulation D promulgated thereunderon behalf of such Stockholder in his, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC her or by any state regulatory authority and represents and warrants that it is an "accredited investor," its capacity as defined in Rule 501(a) of Regulation D under the Securities Acta stockholder.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting warrants to Buyer and as of the Effective Time, to MeriStar and ASC Merger Subsidiary as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the number Shares, and type there exist no liens, claims, security interests, options, proxies, voting agreements, charges or encumbrances of Securities set forth opposite such Stockholder's name on Annex A hereto whatever nature (such Securities, together with any other Securities or other equity or voting interests in ASC "Liens") affecting the beneficial ownership of which is hereafter acquired Shares. (b) Upon transfer to the Company by such Stockholder and any Securities into which such Securities of the Shares upon consummation of the Offer or other equity or voting interests are convertedthe Merger (whichever is earlier), being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior the Company will have good title to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderShares, free and clear of all liensLiens. (c) Other than the Options, the Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by such Stockholder (excluding any securities beneficially owned by any of its or his affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) as to which it or he does not have voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell investment power). (d) Except for the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws Shares and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretothe Options, such Stockholder does not not, directly or indirectly, beneficially own or hold have any rights option, warrant or other right to acquire any additional securities of ASC other than the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Subject SharesStockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable) that allows or obligates it or him to vote or acquire any securities of the Company. (be) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder does not, and the consummation performance by such Stockholder of its or his obligations hereunder will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, or result in the transactions contemplated hereby have been duly authorized creation of any Lien on any Shares under, (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder is bound or (ii) any judgment, writ, decree, order or ruling applicable to the Stockholder. (f) Such Stockholder has the legal capacity, power and authority to enter into and perform all necessary action, if any, on the part of such Stockholder's obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid its due authorization, execution and binding obligation of MeriStardelivery by Buyer and Merger Subsidiary, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. If such Stockholder is married and such Stockholder's Shares constitute community property or otherwise require spousal or other approval for this Agreement to be legal, subject to applicable bankruptcyvalid and binding, insolvencythis Agreement, fraudulent conveyancehas been duly authorized, reorganizationexecuted and delivered by, moratorium and similar laws affecting creditors' rights constitutes a valid and remedies generally and to general principles of equitybinding agreement of, such Stockholder's spouse, enforceable against such person in accordance with its terms. (cg) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by such Stockholder of the transactions contemplated hereby and compliance with the provisions hereof its or his obligations hereunder will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in violate any order, writ, injunction or judgment applicable to such Stockholder or (ii) to the case of a Stockholder that is a corporation or other business organization, any organizational documents best knowledge of such Stockholder, (ii) in the case of violate any law, decree, statute, rule or regulation applicable to such Stockholder that is a trustor require any consent, violate authorization or conflict approval of, filing with or notice to, any term or provision of the indenturecourt, administrative agency or other governing governmental body or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholderauthority, other than any required notices or filings pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") or the federal securities laws, and except where the failure to obtain such conflictsconsents, breachesapprovals, violationsauthorizations or permits, defaults, obligations, rights or losses that, individually to make such filings or in the aggregatenotifications, would not (i) impair prevent or materially delay the ability performance by the Stockholder of such Stockholder to perform such Stockholder's its or his obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyAgreement. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, severally As of the date hereof and not jointly, represents and warrants, as of the date hereof, of the time of each ASC Stockholders Meetingclosing under the Merger Agreement, each Adverse Meeting Stockholder on its own behalf hereby represents and as warrants to Liberty with respect to itself and its ownership of the Effective Time, to MeriStar and ASC Shares as follows: (a) Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ------------ which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the Shares set forth adjacent to such Stockholder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (each, a "Lien") (including any restriction on ---- the right to vote, sell or otherwise dispose of the Shares) except for immaterial Liens which shall not materially affect such Stockholder's ability to perform its obligations under this Agreement. (b) Except as specified set forth on Schedule 2.1 hereto 1.1(b), the Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by Stockholder (excluding any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply for all purposes of this Agreement) as to which it does not have voting or investment power. (c) Except as set forth on Schedule 1.1(c), and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereofShares, such Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates it to vote or acquire any securities of the Company. Stockholder has the sole record and beneficial owner of power to vote the number and type of Securities Shares set forth opposite adjacent to such Stockholder's name on Annex A hereto (such Securities, together with and has not granted a proxy to any other Securities or other equity or voting interests Person (as defined in ASC the beneficial ownership Merger Agreement, which definition will apply for all purposes of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares"this Agreement) and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior subject to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or limitations set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesin this Agreement. (bd) In Stockholder is a corporation or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of a Stockholder who is an individual, such Stockholder is an adult, is a citizen its jurisdiction of organization and has the United States of America power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution , and has taken all necessary action to authorize the execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. Agreement. (e) This Agreement has been duly executed and delivered by such Stockholder and, assuming that due authorization, execution and delivery of this Agreement constitutes by Liberty and the valid and binding obligation of MeriStarCompany, this Agreement constitutes is a valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvencyinsolvency or other similar laws, fraudulent conveyancenow or hereinafter in effect, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equitythe court before which any proceeding therefor may be brought. (cf) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by Stockholder of the transactions contemplated hereby and compliance with the provisions hereof its obligations hereunder will not, conflict with, result in a violation or breach of, or violation of or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) under, or give rise to a material obligation, a any right of termination, amendment, cancellation, or acceleration or result in the creation of any obligation or Lien on any Shares under (collectively, a loss of a material benefit under"Conflict"), or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any -------- its organizational documents of such Stockholderdocuments, (ii) in the case any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder that is a trustparty or by which Stockholder is bound, violate or conflict with any term or provision of to the indenture, or other governing or testamentary instrument relating extent such Conflict would materially affect Stockholder's ability to such trust consummate the transactions contemplated hereby or (iii) in the case of any injunction, judgment, writ, decree, order or ruling applicable to Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on to the extent such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, Conflict would not (i) impair the ability of such Stockholder to perform such materially affect Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of ability to consummate the transactions contemplated hereby. (dg) Each Stockholder understands Except as set forth on Schedule 1.1(f), neither the execution and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement nor the performance by Stockholder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Stockholder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity (as such term is defined in the Merger Agreement) or public or judicial authority, other than any required notices or filings with the Federal Communications Commission ("FCC") or pursuant to one or more the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities 1976, as amended ("Xxxx Xxxxx Act, including Regulation D promulgated thereunder, and any applicable state laws"), and the offer rules and sale regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Common Stock Stockholders is a trustee whose consent is required for the execution and delivery of this Agreement or the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved compliance by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under Stockholders with the Securities Actterms hereof.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, -------------------------------------------------- Stockholder represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC as followsAcquisition that: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite full right, power and authority to enter into into, execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of perform his obligations hereunder; (b) this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder him in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity.; (c) The execution and delivery of this Agreement does not, and such Stockholder is the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents sole owner of such Stockholder's Shares set forth on Schedule A attached hereto and made a part hereof, (ii) in the case and such Shares represent all shares of any Stockholder that is a trust, violate Common Stock of or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating respect to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of which such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay is the consummation of any of owner at the transactions contemplated hereby.date hereof; (d) Each such Stockholder understands has the right to vote with respect to such Stockholder's Shares as are set forth across such Stockholder's name in the second column of Schedule A attached hereto (and acknowledges that will, if after the issuance date hereof such Stockholder exercises its option with respect to any of the Common Stock and Shares set forth in the New Series third column of Schedule A Preferred Stock attached hereto across such Stockholder's name, have the right to vote with respect to such of such Stockholder's Shares set forth in accordance with Sections 3.3the third column as are acquired by such Stockholder upon its exercise of such option); (e) except for the Shares listed on Schedule A hereto, 3.4such Stockholder does not have any right to acquire, 3.5 and 3.6 of this Agreement nor is pursuant to one or more of he the exemptions from registration provided for "beneficial owner" (as such term is defined in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered Rule 13d-3 under the Securities ActExchange Act of 1934, as amended) of, any other shares of any class of capital stock of SeraNova or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of SeraNova (other than shares subject to options or other rights granted by SeraNova as set forth on Schedule A hereto); and (f) such Stockholder's Shares set forth across such Stockholder's name in the second column of Schedule A attached hereto are duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of SeraNova. Each Stockholder further understands The representations and acknowledges that this transaction has not been reviewed warranties contained herein shall be made as of the date hereof and approved by as of the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) Closing of Regulation D under the Securities ActMerger.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting warrants to Purchaser and as of the Effective Time, to MeriStar and ASC as follows:Merger (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, all of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensany pledge, hypothecation, claim, security interest, charge, encumbrance, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation, powers including any restriction on the right to vote, sell or otherwise dispose of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, other than those arising under the federal and state securities laws (each, a "Lien"), except for those restrictions arising hereunder or as set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesin this Agreement. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen The Shares constitute all of the United States securities (as defined in Section 3(a)(10) of America and the Exchange Act) of the Company beneficially owned, directly or indirectly, by the Stockholder. (c) Except for the Shares, the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is competent the Stockholder subject to execute and deliver any contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, provides for such Stockholder has all requisite power and authority to enter into this Agreement and to consummate vote or acquire any securities of the transactions contemplated herebyCompany. The Stockholder holds exclusive power to vote the Common Stock and has not granted a proxy to any other Person to vote the Common Stock (including those issuable upon exercise of the Options, Warrants or Rights), subject to the limitations set forth in this Agreement. (d) This Agreement has been duly executed and delivered by the Stockholder. (e) Neither the execution and delivery of this Agreement nor the performance by such the Stockholder and of the Stockholder's obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Shares under, (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Stockholder; except for conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens that would not individually or in the aggregate be expected to prevent or materially impair or delay the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equityhereby. (cf) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by the Stockholder of the transactions contemplated hereby and compliance with Stockholder's obligations hereunder will violate any Law applicable to the provisions hereof will notStockholder or require any order, conflict consent, authorization or approval of, filing or registration with, result in a breach or violation of declaration or default (with or without notice or lapse of time or both) underto, give rise to a material obligationany court, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation administrative agency or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate governmental body or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholderauthority, other than any such conflictsrequired notices or filings pursuant to the HSR Act, breachesforeign antitrust or competition laws or the federal securities laws. (g) No investment banker, violationsbroker, defaultsfinder or other intermediary is, obligationsor will be, rights entitled to a fee or losses thatcommission from Merger Sub, individually Purchaser or the Company in the aggregate, would not (i) impair the ability respect of this Agreement based on any arrangement or agreement made by or on behalf of such Stockholder to perform such Stockholder's obligations under this Agreement in his or (ii) prevent or delay the consummation of any her capacity as a stockholder of the transactions contemplated herebyCompany. (dh) Each The Stockholder understands and acknowledges that Purchaser is entering into, and causing Merger Sub to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder's execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder (provided that the representations and warranties in Section 3.1(b) below are hereby made only by the Directors) hereby severally and not jointly, represents and warrants, as of warrants to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC Company as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after Neither the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary actionthis Agreement, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and nor the consummation of the transactions contemplated hereby and hereby, nor compliance by such Stockholder with any of the provisions hereof hereof, will not, conflict with, or result in a breach or any violation of or default (with or without notice or lapse of time or both) under, or give rise to a material obligation, a right of termination, cancellation, cancellation or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation any judgment or other business organization, any organizational documents of law applicable to such Stockholder, (ii) in the case of any contract to which such Stockholder that is a trustparty or by which any of its assets or property are bound, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case constitutional documents of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder. (b) Each of the Directors understands, other than any with respect to the Common Stock being issued to such conflictsDirector pursuant to the terms of the Purchase Agreement, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not that (i) impair the ability offer, sale and distribution of such Stockholder to perform Common Stock has not been registered under the Securities Act or the securities or “blue sky” laws of any jurisdiction and such Stockholder's obligations Common Stock is issued by reason of specific exemptions from registration under the provisions thereof which depend, in part, upon the investment intent of such Director and upon the representations made by such Director in this Agreement or Agreement, (ii) prevent such Common Stock cannot be offered, sold or delay transferred unless it is registered and/or qualified under the consummation Securities Act and any other applicable securities and “blue sky” laws, or is exempt from such qualification or registration, and the provisions of this Agreement have been complied with, (iii) there is no assurance that any exemption from registration under the Securities Act and any applicable state or “blue sky” laws or regulations will be available, or if available, that such exemption will allow such Director to dispose of or otherwise Transfer any or all of such Common Stock in the amounts or at the times such Director may propose, (iv) the Company has no obligation or present intention of registering such Common Stock, and (v) the Company is relying upon the representations, warranties and agreements made by such Director in this Agreement. (c) Such Stockholder is familiar with the terms and provisions of this Agreement. Such Stockholder hereby represents and acknowledges that it has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement. Such Stockholder hereby agrees to be bound by all of the transactions contemplated herebyterms and provisions of this Agreement applicable to such Stockholder. (d) Each Such Stockholder understands (i) in case of a US Stockholder, has such knowledge, sophistication and acknowledges experience in business and financial matters that it is capable of evaluating the issuance merits and risks of the transactions contemplated by this Agreement; and (ii) is able to bear the economic risk of the investment in the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 for an indefinite period of this Agreement is pursuant to time. (e) Unless one or more of the exemptions from registration provided for in Section 3(aasterisk (*) or 4(2two asterisks (**) of the Securities Actis set forth next to such Stockholder’s name on Schedule I attached hereto, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus such Stockholder is not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," a “US Person” as defined in Rule 501(a) 902 of Regulation D under the Securities Act.S.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder hereby represents and warrants, warrants to Parent and the Company as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC itself as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole only record and “beneficial owner owner” (within the meaning of Rule 13d-3 under the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such SecuritiesExchange Act) of, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has fullgood, unrestricted valid and sole power to dispose of and to vote such Subject marketable title to, the Covered Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensLiens other than Liens as created by this Agreement, voting trusts or agreementsLiens to which the Covered Shares and Stockholder are subject pursuant to the Parent Organizational Documents and Liens to which the Covered Shares and Stockholder are subject pursuant to the Stockholders’ Agreement. As of the date hereof, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell than the Subject Owned Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such the Stockholder does not own beneficially own or hold of record any rights to acquire shares of capital stock of Parent (or any additional securities exercisable for or convertible into shares of ASC other than such Subject Sharescapital stock of Parent) or any interest therein. (b) In the case of a Stockholder who is an individual, such The Stockholder is an adult, is not a citizen “foreign person” or “foreign entity” (as defined in Section 721 of the United States Defense Production Act of America and 1950, as amended, including all implementing regulations thereof). The Stockholder is competent to execute and deliver not controlled, in whole or in part, by a “foreign person” (as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof). (c) The Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to carry out his or her obligations hereunder and issue instructions with respect to consummate the transactions contemplated hereby. In matters set forth herein, in each case, with respect to the case of a Stockholder that is a corporationStockholder’s Covered Shares, (ii) has not entered into any voting agreement, voting trust or other business similar agreement, arrangement or restriction with respect to any of the Stockholder’s Covered Shares other than this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, (iv) other than the Parent Organizational Documents, is not party to any agreements or arrangements of any kind, contingent or otherwise, obligating the Stockholder to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any or all of the Stockholder’s Covered Shares or any interest therein, and (v) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would reasonably be expected to interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. Except as contemplated by the Transactions or as set forth in the Parent Organizational Documents, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Covered Shares. (d) The Stockholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Applicable Laws of the jurisdiction of its organization, such Stockholder and (ii) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution hereby and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, no other organizational proceedings on the part of such Stockholderthe Stockholder are necessary to approve this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by such the Stockholder and, assuming that this the Agreement constitutes is the valid and legally binding obligation agreement of MeriStareach of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation agreement of such Stockholder, the Stockholder enforceable against such the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitythe Remedies Exception. (ce) The execution No filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any Governmental Authority or any other Person in connection with the execution, delivery and delivery performance by the Stockholder of this Agreement does and the consummation of the transactions contemplated hereby, in each case other than as contemplated hereby. (f) The execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, (i) constitute or result in a breach or violation of, or a default under, the governing documents of the Stockholder, or default (ii) constitute or result in, with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or assets of the Stockholder, or require notice the Covered Shares, pursuant to any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(e), under any Applicable Law to which the Stockholder is subject or any change in the consent rights or obligations of any person party under (i) any Contract legally binding upon the Stockholder, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clause (ii) in the case of any Stockholder that is a trustdirectly above, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not (i) reasonably be expected to prevent or materially delay or impair the Stockholder’s ability of such Stockholder to perform such Stockholder's its obligations under this Agreement hereunder or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated hereby. (dg) Each Stockholder understands and acknowledges that the issuance As of the Common Stock and date of this Agreement, there is no action, proceeding or investigation pending against the New Series A Preferred Stock in accordance with Sections 3.3Stockholder or, 3.4to the knowledge of the Stockholder, 3.5 and 3.6 threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Owned Shares, the validity of this Agreement is pursuant or the performance by the Stockholder of its obligations under this Agreement that seeks to one delay or more prevent the Stockholder from performing, or that would reasonably be expected to impair the ability of the exemptions from registration provided for Stockholder to perform, its obligations under this Agreement or to consummate the transactions contemplated by this Agreement on a timely basis. (h) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in Section 3(a) or 4(2) connection with the transactions contemplated hereby and by the Merger Agreement based upon arrangements made by or, to the knowledge of the Securities ActStockholder, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale on behalf of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActStockholder.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder hereby represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC as followsAmeritrade that: (ai) Except as specified on Schedule 2.1 hereto and except for The Subject Shares transferred in accordance with Section 3.1 hereof after listed on Annex A opposite the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name are the only shares of the Company's capital stock, securities convertible into the Company's capital stock, or other rights in respect of the Company's capital stock (collectively, "Securities") owned of record or beneficially by the Stockholder; (ii) except as set forth on Annex A hereto (A, such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to owned by the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin or other loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Subject Shares is subject to any voting trusts trust or agreements, powers other agreement or arrangement (except as created by this Agreement) with respect to the voting of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or as set forth under applicable securities laws in Annex A, and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such (iii) the Stockholder does not beneficially presently own any options to purchase or hold any rights to subscribe for or otherwise acquire any additional securities of ASC other than such Subject Shares.Securities except as set forth in Annex A. (b) In the case of a The Stockholder who is an individualhas full right, such Stockholder is an adult, is a citizen of the United States of America power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution perform all of such Stockholders' obligations hereunder, and such execution, delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby performance have been duly authorized by all requisite action of the Stockholder and no other legal proceedings are necessary action, if any, on the part of such Stockholder. therefor. (c) This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement constitutes the and represents a valid and legally binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands Except as noted on Annex A, the execution, delivery and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 performance of this Agreement by the Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Stockholder is a party or by which the Stockholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to one the Stockholder, or more of the exemptions from registration provided for in Section 3(a(iii) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state lawslaw, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC statute, rule or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actregulation.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby represents and warrants (severally and not jointlyjointly as to himself, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, herself or itself only) to MeriStar and ASC Acquiror as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after As of the date hereof, such Stockholder owns exclusively of record (and is the sole record and beneficial owner of), and has good, valid and marketable title to, such Stockholder’s Owned Shares, free and clear of any Liens (other than as created by this Agreement, the Governing Documents of the number and type Company, any Company Stockholder Agreement or any applicable Laws). As of Securities the date hereof, other than the Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretoExhibit A, such Stockholder does not beneficially own (of record or hold beneficially) any rights to acquire Company Shares (or any additional securities convertible into shares of capital stock or other voting securities of ASC other than such Subject Sharesthe Company) or any interest therein. (b) In As of the case date hereof, and except as provided in this Agreement or any Company Stockholder Agreement, such Stockholder (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein with respect to such Stockholder’s Owned Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect, with respect to any of such Stockholder’s Owned Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Owned Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any Contract or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent him, her or it from satisfying, his, her or its obligations pursuant to this Agreement and has no knowledge and is not aware of any such Contract or undertaking. (c) If such Stockholder who is not an individual, such Stockholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver, and perform its obligations under, this Agreement, and to consummate the transactions contemplated hereby. If the Stockholder is an adultindividual, is a citizen of he or she has all the United States of America and is competent requisite capacity to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement and constitutes the a legally valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitythe terms hereof (except as enforceability may be limited by any Enforceability Exceptions). (cd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the Merger Agreement. (e) The execution execution, delivery and delivery performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Merger and the other transactions contemplated by the Merger Agreement, will notnot (i) if such Stockholder is not an individual, conflict with, constitute or result in a breach or violation of of, or a default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents Governing Documents of such Stockholder, (ii) with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of termination) of or a default under, the case loss of any Stockholder benefit under, or the creation, modification or acceleration of any obligations under, any Contract binding upon such Stockholder, in each case in a manner that is a trustwould reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to perform his, violate her or conflict with any term its obligations hereunder or provision to consummate the transactions contemplated by this Agreement, the consummation of the indentureMerger or any other transaction contemplated by the Merger Agreement, or other governing or testamentary instrument relating to such trust or (iii) conflict with or violate any Law to which such Stockholder is subject, (iv) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, in each case the absence of which would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to perform his, her or its obligations hereunder or to consummate the transactions contemplated by this Agreement, the consummation of the Merger or any other transaction contemplated by the Merger Agreement, or (v) constitute or result in the case creation of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding Lien on such Stockholder’s Covered Shares, other than except for any such conflictsLien under applicable securities Laws or any Lien created by Acquiror or its Affiliates. (f) As of the date hereof, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair there are no Actions pending against such Stockholder or, to the ability knowledge of such Stockholder, threatened against such Stockholder and (ii) such Stockholder is not a party to perform or subject to the provisions of any Governmental Order, in each case in clauses (i) or (ii), that, in any manner, questions the beneficial or record ownership of such Stockholder's ’s Covered Shares or challenges or seeks to prevent, enjoin, impair, adversely affect or materially delay the performance by such Stockholder of his, her or its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyAgreement. (dg) Each Such Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently, based on such information as the Stockholder has deemed appropriate and without reliance upon Acquiror, the Company or any Affiliate of Acquiror or the Company, made his, her or its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that that he, she or it has had the opportunity to seek independent legal advice prior to executing this Agreement. Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character to such Stockholder regarding the subject matter of this Agreement except as expressly set forth in this Agreement. Such Stockholder acknowledges receipt and review of a copy of the Merger Agreement and that the agreements contained herein with respect to the Covered Shares held by the Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that Acquiror is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) Except as set forth in Section 5.17 of the exemptions from registration provided Company Disclosure Letter, no investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or could be liable in Section 3(a) connection with this Agreement or 4(2) the Merger Agreement or any of the Securities Actrespective transactions contemplated hereby or thereby, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale in each case based upon arrangements made by or on behalf of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actsuch Stockholder.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder hereby represents and warrants, warrants to Parent and the Company as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC itself as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole only record and “beneficial owner owner” (within the meaning of Rule 13d-3 under the number Exchange Act) of, and type of Securities has good, valid and marketable title to, the Owned Shares set forth opposite such Stockholder's its name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderSchedule 1 attached hereto, free and clear of all liensLiens other than (i) Liens as created by this Agreement, voting trusts (ii) Liens to which such Owned Shares and such Stockholder are subject pursuant to the Company Organizational Documents or agreements, powers of attorney, proxies the Stockholders Agreement or any other arrangement or agreement (iii) Liens in connection with any person or entity limiting or affecting applicable collateralized loan obligations. Schedule 1 sets forth opposite such Stockholder's legal power ’s name all shares of capital stock of the Company held by such Stockholder as of the date hereof, assuming that any open positions or authority Transfers entered into prior to vote the date hereof are closed or sell settled as of the Subject Sharesdate hereof. As of the date hereof, except for those restrictions arising hereunder or other than such as set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights to acquire any additional securities shares of ASC other than such Subject Sharescapital stock of the Company. (b) In the case of a Such Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to carry out his or her obligations hereunder and issue instructions with respect to consummate the transactions contemplated hereby. In matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) except for the case of a Stockholder that is a corporationStockholders Agreement, has not entered into any voting agreement, voting trust or other business organizationsimilar agreement, arrangement or restriction with respect to any of such Stockholder’s Covered Shares other than this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iv) other than the Company Organizational Documents and the Stockholders Agreement, is not party to any agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, any or all of such Stockholder’s Covered Shares or any interest therein, (v) has all requisite power not entered into any agreement or undertaking that is otherwise inconsistent with, or would reasonably be expected to interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and (vi) is party to, and bound by the terms of, the Stockholders Agreement. Except as contemplated by the Transactions or as set forth in the Company Organizational Documents or the Stockholders Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Covered Shares. (c) Such Stockholder has full capacity and authority and has taken all action necessary in order to enter into execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution hereby and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, no other organizational proceedings on the part of such StockholderStockholder are necessary to approve this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by such Stockholder and, assuming that this the Agreement constitutes is the valid and legally binding obligation agreement of MeriStareach of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equitythe Remedies Exception. (cd) The execution Such Stockholder has such knowledge, skill and delivery experience in business, financial and investment matters that such Stockholder is capable of evaluating the merits and risks of an investment in the Parent Common Stock payable to such Stockholder. With the assistance of such Xxxxxxxxxxx’s own professional advisors, to the extent that such Stockholder has deemed appropriate, such Stockholder has made his, her or its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in Parent Common Stock, and the consequences of the Merger Agreement. Such Stockholder (i) has received, reviewed and understands the terms of this Agreement does and the Merger Agreement, including all schedules and exhibits thereto, (ii) (A) has received a copy of, and has had an opportunity to read and review, the PPM and (B) has received (or has had access to) all other information relating to Parent that it has requested and considers necessary to make an informed investment decision, and (iii) has had an opportunity to ask questions of, and receive answers from, Parent or from persons duly acting on Parent’s behalf concerning its investment in Parent Common Stock. Such Stockholder has considered the suitability of Parent Common Stock as an investment in light of his, her or its own circumstances and financial condition and such Stockholder is able to bear the risks associated with an investment in Parent Common Stock, and it is authorized to invest in Parent Common Stock. (e) Such Stockholder is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. Such Stockholder understands that the issuance of Parent Common Stock to such Stockholder pursuant to the Merger Agreement would be solely for such Stockholder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of such Parent Common Stock. Such Stockholder understands that, as of the Closing, the Parent Common Stock issued to such Stockholder pursuant to the Merger Agreement will not be registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Stockholder and of the other representations, warranties and covenants made by such Stockholder in this Agreement. Such Stockholder understands that Parent is relying upon the representations, warranties and covenants contained in this Agreement (and any supplemental information) for the purpose of determining whether the issuance of Parent Common Stock to such Stockholder pursuant to the Merger Agreement would meet the requirements for such exemptions. (f) No filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority or any other Person in connection with the execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby, in each case other than as contemplated hereby. (g) The execution, delivery and performance of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict withconstitute or result in, result in a breach or violation of or default (with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents assets of such Stockholder, or the Covered Shares, pursuant to any Contract binding upon such Stockholder or, assuming (ii) solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 6(f), under any Applicable Law to which such Stockholder is subject or any change in the case rights or obligations of any Stockholder that is a trust, violate or conflict with party under any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award Contract legally binding on upon such Stockholder, other than except for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. (h) As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that questions the beneficial or record ownership of such Stockholder’s Owned Shares, the validity of the Stockholders Agreement or this Agreement or the performance by such Stockholder of its obligations under this Agreement, in each case of the foregoing, that seeks to delay or prevent such Stockholder from performing, or that would not (i) reasonably be expected to impair the ability of such Stockholder to perform such Stockholder's perform, its obligations under this Agreement or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated herebyby this Agreement on a timely basis. (di) Each Stockholder understands No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or Merger Agreement based upon arrangements made by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) or, to the knowledge of Regulation D under the Securities Actsuch Stockholder, on behalf of, such Stockholder.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby represents and warrants (severally and not jointly, represents and warrants, jointly as of to itself only) to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC TSIA as follows: (a) Except Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such shares, such Stockholder’s Covered Shares, free and clear of any Liens (other than as specified on Schedule 2.1 hereto and except created by this Agreement or the organizational documents of the Company (including, for Subject Shares transferred in accordance with Section 3.1 hereof after the purposes hereof, any agreements between or among stockholders of the Company). As of the date hereof, such Stockholder is other than the sole record and beneficial owner of the number and type of Securities Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights to acquire shares of Company Common Stock or Company Preferred Stock (or any additional securities convertible into shares of ASC other than such Subject SharesCompany Common Stock or Company Preferred Stock) or any interest therein. (b) In Such Stockholder, in each case, except as provided in this Agreement, the case Investment Agreements or the Governing Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Stockholder who is an individual, such affirms that (i) if the Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions contemplated hereby. In , and (ii) if the case of Stockholder is not a Stockholder that natural person, (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The the due execution and delivery of this Agreement by each other Party, constitutes a legally valid and binding agreement of such Stockholder enforceable against the Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Transactions. (e) The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of or default such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 7(d), under any applicable Law to which such Stockholder is subject or (iii) any change in the consent rights or obligations of any person party under (i) any Contract legally binding upon such Stockholder, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clause (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholderdirectly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or the Transactions. (if) impair As of the ability date of this Agreement, there is no Action pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to perform prevent, enjoin or materially delay the performance by such Stockholder's Stockholder of its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyAgreement. (dg) Each The Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of TSIA and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that TSIA and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Stockholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that TSIA is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) No investment banker, broker, finder or other intermediary is pursuant entitled to one any broker’s, finder’s, financial advisor’s or more other similar fee or commission for which TSIA or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the exemptions from registration provided for respective transactions contemplated hereby or thereby, in Section 3(a) each case based upon arrangements made by such Stockholder in his, her or 4(2) its capacity as a stockholder or, to the knowledge of the Securities Actsuch Stockholder, including Regulation D promulgated thereunderon behalf of such Stockholder in his, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC her or by any state regulatory authority and represents and warrants that it is an "accredited investor," its capacity as defined in Rule 501(a) of Regulation D under the Securities Acta stockholder.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants to Parent, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as followsset forth below: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record and beneficial owner of the number shares of Company Common Stock set forth opposite his or its name on Schedule 1 to this Agreement (such shares of Company Common Stock, together with any Company Common Stock acquired by the Stockholder after the date of this Agreement, whether upon the exercise of Company Options or otherwise, all as may be adjusted from time to time pursuant to Section 8 hereof, the "Shares"). Schedule 1 lists separately all Company Options issued to such Stockholder. Such Stockholder is the record and type beneficial owner of Securities the Company Options set forth opposite such Stockholder's name on Annex A hereto Schedule 1 to this Agreement. (b) Such Stockholder has voting power, power of disposition, and power to agree to all of the matters regarding such SecuritiesStockholder set forth in this Agreement, together in each case with respect to all of the Shares. Such Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other Securities or other equity or voting interests than the Shares set forth on Schedule 1 and the Company Options, if any, specified in ASC Schedule 1. (c) Such Stockholder has the beneficial ownership of which is hereafter acquired legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby regarding such Stockholder. (d) This Agreement has been validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any Securities into proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any material contract, trust, or agreement, or restriction of any kind to which such Securities Stockholder is a party or other equity by which such Stockholder or voting interests his Shares are convertedbound. The consummation of the transactions contemplated hereby will not violate, being collectively referred or require any consent, approval, or notice (except those required under applicable securities laws) under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to herein as such Stockholder's "Subject Shares". (f) In the case of any Stockholder that is a corporation, limited partnership or limited liability company, such Stockholder is an entity duly organized and validly existing under the laws of the jurisdiction in which it is incorporated or constituted, and each such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby regarding such Stockholder, and has fulltaken all necessary corporate action to authorize the execution, unrestricted delivery and sole power to dispose performance of and to vote this Agreement. (g) The Shares owned by such Subject Shares. Such Subject Shares Stockholder are now, and at all times prior to the Effective Time will be, held by such Stockholder, Stockholder or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts trusts, as amended, or agreements, powers of attorneyoptions, proxies rights, understandings or arrangements or any other arrangement encumbrances whatsoever on title, transfer, or agreement with exercise of any person or entity limiting or affecting rights of a Stockholder in respect of such Stockholder's legal power or authority to vote or sell the Subject SharesShares (collectively, "ENCUMBRANCES"), except for those restrictions any such Encumbrances arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as that are otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesde minimis in nature. (bh) In Each Stockholder whose Shares or Company Options are subject to community property interests under the case laws of a Stockholder who is an individualany relevant jurisdiction has agreed to have executed and delivered to Parent, such Stockholder is an adultconsents, is a citizen waivers and approvals as are necessary for the execution of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution approval and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under regarding such Stockholder. (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Reliance by Parent and Purchaser. Such Stockholder understands and acknowledges that Parent and Purchaser are entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder's execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting jointly and as of the Effective Time, severally represent and warrant to MeriStar and ASC BE Aerospace as follows: (a) Except Assuming that (i) the Stockholders Shares (as specified on Schedule 2.1 hereto defined below) are duly authorized, validly issued, fully paid and except for Subject nonassessable, and, immediately prior to their receipt by the Stockholders, are free and clear of all security interests, liens, claims, proxies, charges, encumbrances and options of any nature whatsoever created by any Person other than a Stockholder (other than those created by this Agreement, the Registration Rights Agreement and the Share Disposition Agreement), and (ii) the issuance of the Stockholders Shares transferred to the Stockholders is properly recorded in accordance with the stock ledger of BE Aerospace, then, upon the issuance of the Stockholders Shares to the Stockholders pursuant to Section 3.1 hereof after 1.2 of the date hereofAcquisition Agreement, such Stockholder is each of the sole Stockholders will be the beneficial and record and beneficial owner of BE Aerospace Common Shares in the number and type of Securities respective amounts set forth opposite such Stockholder's name on Annex A in Schedule I attached hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Stockholders Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder), free and clear of all security interests, liens, voting trusts claims, proxies, charges, encumbrances and options of any nature whatsoever, and there will be no outstanding options, warrants or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire purchase or acquire, or agreements relating to, any additional securities of ASC the Stockholders Shares (other than such Subject Sharesthose created by this Agreement, the Registration Rights Agreement and the Share Disposition Agreement). (b) In Except for the case of a Stockholder who is an individualStockholders Shares, such Stockholder is an adult, is a citizen neither any of the United States Stockholders, nor any of America their Affiliates, owns beneficially or of record, directly or indirectly, any Voting Securities or any options, warrants or rights of any nature (including conversion and is competent exchange rights) to execute and deliver this Agreementacquire beneficial ownership of any Voting Securities. (c) Each of the Stockholders has full legal right, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into and perform this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Stockholders. This Agreement constitutes a legally valid and binding agreement of each of the Stockholders, enforceable in accordance with its terms, except that such enforceability may be subject to consummate the transactions contemplated hereby. bankruptcy, insolvency, receivership, reorganization, moratorium or other similar laws relating to creditors' rights now or hereafter in effect and by general equitable principles. (d) The execution and delivery of this Agreement by the Stockholders does not conflict with or constitute a violation of or default under any statute, law, regulation, order or decree applicable to any of the Stockholders, or any contract, commitments, agreement, arrangement or restriction of any kind to which any of the Stockholders are a party or by which any of the Stockholders are bound, other than such Stockholder and violations as would not prevent or materially delay the consummation performance by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, obligations hereunder or otherwise subject BE Aerospace to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equityany claim or liability. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholderof the Stockholders hereby, severally severally, and not jointlyjointly , with respect to itself only , represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting warrants to Parent and as of the Effective Time, to MeriStar and ASC Purchaser as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance to any shared ownership with Section 3.1 hereof after any of the date hereofother Stockholders, such Stockholder (i) is the sole record and beneficial owner of the number and type shares of Securities Company Common Stock (together with any shares of Company Common Stock which such Stockholder may acquire at any time in the future during the term of this Agreement, the “Shares”) set forth opposite such Stockholder's ’s name on Annex A hereto Schedule I to this Agreement and (such Securitiesii) except as set forth in Schedule I to this Agreement, together with neither holds nor has any beneficial ownership interest in any other Securities shares of Company Common Stock or any performance based stock units, restricted stock, deferred stock units, option (including any granted pursuant to a Company Option Plan), or warrant to acquire shares of Company Common Stock or other equity right or voting interests in ASC the beneficial ownership security convertible into or exercisable or exchangeable for shares of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject SharesCompany Common Stock. (b) In Such Stockholder has the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent legal capacity to execute and deliver this Agreement, or the investment manager or investment advisor of such Stockholder has the legal capacity to carry out his or her obligations hereunder execute and deliver this Agreement on behalf of such Stockholder, and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. . (c) This Agreement has been duly validly executed and delivered by such Stockholder or by the investment manager or investment advisor of such Stockholder and, assuming that this Agreement constitutes the a valid and binding obligation of MeriStarParent and Purchaser, this Agreement constitutes a the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors' ’ rights generally, and remedies generally (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to general principles the discretion of equitythe court before which any proceeding therefor may be brought. (cd) The Neither the execution and delivery of this Agreement does not, and nor the consummation by such Stockholder of the transactions contemplated hereby and compliance with the provisions hereof will notresult in a violation of, or a default under, or conflict with, result in a breach any contract, trust, commitment, agreement, understanding, arrangement or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration restriction of any obligation kind to which such Stockholder is a party or a loss by which such Stockholder or such Stockholder’s assets are bound. The consummation by such Stockholder of a material benefit under, or require notice to or the consent of any person under transactions contemplated hereby will not (i) in violate any provision of any judgment, order or decree applicable to such Stockholder or (ii) to the case of a Stockholder that is a corporation or other business organization, any organizational documents knowledge of such Stockholder, (ii) in the case of require any Stockholder that is a trustconsent, violate or conflict with any term or provision of the indentureapproval, or other governing notice under any statute, law, rule or testamentary instrument relating regulation applicable to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, Stockholder other than any (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such conflictsconsents or approvals or to make such notifications, breaches, violations, defaults, obligations, rights or losses thatwould not, individually or in the aggregate, would not prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement. (e) The Shares and the certificates, if any, representing the Shares owned by such Stockholder are now, and at all times during the term hereof will be, held by such Stockholder, by a nominee or custodian for the benefit of such Stockholder or by the depository under the Offer, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively,“Encumbrances”), except for (i) impair any such Encumbrances arising hereunder (in connection therewith any restrictions on transfer or any other Encumbrances have been waived by appropriate consent), (ii) any rights, agreements, understandings or arrangements which represent a financial interest in cash received upon sale of the ability Shares, (iii) Encumbrances imposed by federal or state securities laws and (iv) any proxy or power of attorney granted in favor of the investment manager or investment advisor of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay on terms not inconsistent with the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 terms of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act(collectively,“Permitted Encumbrances”).

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointlyas to such Stockholder, hereby represents and warrantswarrants to, as of the date hereofand covenants with, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC USXX as follows: (a1) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance The Stockholder beneficially owns with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of power to vote the number and type of Securities set forth Shares shown opposite such the Stockholder's name on Annex Schedule A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trusts trust arrangements, options and adverse claims or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesrights whatsoever, except for those restrictions arising hereunder as granted hereby or set forth under applicable securities laws and except as specified would have no adverse effect on Schedule 2.1 heretothis Agreement and/or the proxy granted hereby. Except as otherwise specified on Schedule 2.1 hereto, such The Stockholder does not own of record or beneficially own any shares of capital stock of ONSS or hold any rights to acquire any additional other securities representing or convertible into shares of ASC other than such Subject Shares.capital stock of ONSS except as set forth in the preceding sentence; (b2) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such The Stockholder has all requisite the full right, power and authority to enter into this Agreement and to consummate grant an irrevocable proxy to USXX with respect to the transactions contemplated Shares; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Stockholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approvals of any kind and as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement or the proxy granted hereby. ; (3) The execution and Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by such the Stockholder and or the consummation exercise of proxy rights by such Stockholder of USXX with respect to the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. Shares; (4) This Agreement has been duly and validly executed and delivered by such the Stockholder andand constitutes a legal, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such Stockholder in accordance with its terms, subject only to applicable (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium and similar laws or other laws generally affecting the enforceability of creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in general equitable principles which may limit the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, right to obtain specific performance or other governing or testamentary instrument relating to such trust or equitable remedies; and (iii5) The Stockholder will take all commercially reasonable action necessary in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or order that its representations and warranties set forth in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyshall remain true and correct. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each StockholderThe Stockholders represent and warrant, severally jointly and not jointlyseverally, represents and warrantsto Purchasers, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting hereof and as of the Effective Timeclosing under the Company Purchase Agreement (the "Closing Date"), to MeriStar and ASC as follows:: ------------ (a) Except The Stockholders are the beneficial owners (as specified on Schedule 2.1 hereto defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange -------- Act"), which meaning will apply for all purposes of this Agreement) of, and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereofhave good title to, such Stockholder is the sole record and beneficial owner all of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensany mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation (each, powers a "Lien") ---- (including any restriction on the right to vote, sell or otherwise dispose of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, ) except for those restrictions arising hereunder or set forth immaterial Liens which shall not affect the Stockholders' ability to perform their obligations under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesthis Agreement. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen The Shares constitute all of the United States securities (as defined in Section 3(10) of America and is competent to execute and deliver the Exchange Act, which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by the Stockholders (excluding any securities beneficially owned by any of their affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply for all purposes of this Agreement) as to carry out his which they do not have voting or her obligations hereunder and to consummate investment power). (c) Except for the transactions contemplated hereby. In Shares, the case of a Stockholder that is a corporationStockholders do not, trust directly or indirectly, beneficially own or have any option, warrant or other business organizationright to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, such Stockholder has all requisite power and authority nor are the Stockholders subject to enter into any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Conversion Agreement that allows or obligates them to consummate vote or acquire any securities of the transactions contemplated herebyCompany. The execution Stockholders hold exclusive power to vote the Shares and delivery have not granted a proxy to any other Person (as defined in the Company Purchase Agreement, which definition will apply for all purposes of this Agreement by such Stockholder and Agreement) to vote the consummation by such Stockholder of Shares, subject to the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. limitations set forth in this Agreement. (d) This Agreement has been duly executed and delivered by such Stockholder the Stockholders and, assuming that due authorization, execution and delivery of this Agreement constitutes the valid and binding obligation of MeriStarby Purchasers, this Agreement constitutes is a valid and binding obligation of such Stockholder, the Stockholders enforceable against such Stockholder the Stockholders in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvencyinsolvency or other similar laws, fraudulent conveyancenow or hereinafter in effect, reorganization, moratorium and similar laws affecting creditors' rights generally, and remedies generally (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to general principles the discretion of equitythe court before which any proceeding therefor may be brought. (ce) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by the Stockholders of the transactions contemplated hereby and compliance with the provisions hereof their obligations hereunder will not, conflict with, result in a violation or breach of, or violation of or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) under, or give rise to a material obligation, a any right of termination, amendment, cancellation, or acceleration or result in the creation of any obligation or Lien on any Shares (collectively, a loss of a material benefit "Stockholder ----------- Conflict") under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organizationany contract, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contractcommitment, agreement, instrumentunderstanding, undertaking-------- arrangement or restriction of any kind to which the Stockholders are a party or by which the Stockholders are bound, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in to the aggregate, would not (i) impair the ability of extent such Stockholder Conflict would reasonably be likely to perform such Stockholder's obligations under this Agreement affect the Stockholders' ability to consummate the transactions contemplated hereby or (ii) prevent any injunction, judgment, writ, decree, order or delay ruling applicable to the consummation of any of Stockholders, to the extent such Stockholder Conflict would reasonably be likely to affect the Stockholders' ability to consummate the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. 2.1. Representations and Warranties of the Stockholders -------------------------------------------------- Each StockholderStockholder represents and warrants to Purchasers, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto Such Stockholder has the requisite power and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder the Stockholder Transaction Documents and to consummate the transactions contemplated hereby. In hereby and thereby, and, if not an individual, has taken all necessary action to authorize the case execution, delivery and performance of the Stockholder Transaction Documents. (b) Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ------------ which meaning will apply for all purposes of this Agreement) of, and has good title to, all of the Shares listed next to his or its name on Schedule I, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (each, a Stockholder that is a corporation"Lien") (including any ---- restriction on the right to vote, trust sell or other business organizationotherwise dispose of the Shares), such Stockholder has all requisite power except for immaterial Liens and authority to enter into as set forth in this Agreement and which shall not materially affect the Stockholder's ability to consummate the transactions contemplated hereby. The execution and delivery under this Agreement. (c) Except as set forth on Schedule 2.1(c) hereto, other than the Options, the Shares listed next to his or its name on Schedule I constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement Agreement) of the Company beneficially owned, directly or indirectly, by such Stockholder (excluding any securities beneficially owned by any of his or its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) as to which he does not have voting or investment power). (d) Except as set forth on Schedule 2.1(d) hereto, except for the Options and the consummation by Shares listed next to his or its name on Schedule I, such Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the transactions contemplated hereby have been duly authorized Company that are or may by all necessary actiontheir terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, if anynor is such Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates him or it to vote or acquire any securities of the Company. Such Stockholder holds exclusive power to vote the Shares listed next to his or its name on Schedule I and has not granted a proxy to any other Person to vote such Shares, subject to the part of such Stockholder. limitations set forth in this Agreement. (e) This Agreement has been duly executed and delivered by such Stockholder and, assuming that due authorization, execution and delivery of this Agreement constitutes the valid and binding obligation of MeriStarby Purchasers, this Agreement constitutes is a valid and binding obligation of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, except that (i) the enforceability hereof may be subject to applicable bankruptcy, insolvencyinsolvency or other similar laws, fraudulent conveyancenow or hereinafter in effect, reorganization, moratorium and similar laws affecting creditors' rights generally, and remedies generally (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to general principles the discretion of equitythe court before which any proceeding therefor may be brought. (cf) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by such Stockholder of the transactions contemplated hereby and compliance with the provisions hereof his or its obligations hereunder will not, conflict with, result in a violation or breach of, or violation of or constitute a default (or an event that, with or without notice or lapse of time or both, would result in a default) under, or give rise to a material obligation, a any right of termination, amendment, cancellation, or acceleration or result in the creation of any obligation or a loss of a material benefit Lien on any Shares under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organizationany contract, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contractcommitment, agreement, instrumentunderstanding, undertaking, Law, order, injunction, determination arrangement or award binding on such Stockholder, other than restriction of any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of kind to which such Stockholder to perform is a party or by which such Stockholder's obligations under this Agreement Stockholder is bound or (ii) prevent any injunction, judgment, writ, decree, order or delay the consummation of ruling applicable to such Stockholder. (g) Neither such Stockholder nor anyone acting on his or its behalf shall offer such Shares or Options for sale to, or solicit any offer to acquire any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that same from, anyone so as to bring the issuance sale of the such Shares or shares of Company Common Stock and issuable upon the New Series A Preferred Stock in accordance with Sections 3.3exercise of such Options, 3.4or any part thereof, 3.5 and 3.6 within the provisions of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) 5 of the Securities Act. (h) There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of any of such Stockholder and such Stockholder agrees, including Regulation D promulgated thereunderseverally but not jointly, to indemnify and hold Purchasers harmless against any applicable state laws, and the offer and sale costs or damages incurred as a result of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actsuch claim.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC as followsAcquiror that such Stockholder: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the that number and type of Securities shares of Target Common Stock set forth opposite such Stockholder's name on Annex Exhibit A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares"); (b) and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretodescribed in Exhibit A, such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or hold own of record any rights to acquire any additional securities shares of ASC Target Common Stock other than such Subject Stockholder's Shares., other than shares of Target Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof as described on Exhibit A; and (bc) In has the case of a Stockholder who is an individualright, such Stockholder is an adult, is a citizen of the United States of America power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of perform such Stockholder. This 's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and legally binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms; and such execution, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium delivery and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery performance by such Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, not (i) conflict with, require a consent, waiver or approval under, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or result in the consent termination of, any term of any person under contract, agreement, understanding, commitment or other obligation (iwritten or oral) in the case of a to which such Stockholder that is a corporation party or other business organizationby which such Stockholder is bound; (ii) violate any order, judgment, writ, injunction, decree or statute, or any organizational documents rule or regulation, applicable to Stockholder or any of the properties or assets of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust ; or (iii) result in the case creation of, or impose any obligation on such Stockholder to create, any lien, charge or other encumbrance of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholdernature whatsoever upon the Shares, other than any such conflicts, breaches, violations, defaults, obligations, rights in favor of Acquiror. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock is terminated in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Actits terms.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, The Stockholder hereby represents and warrants, as of warrants to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC Purchaser as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance The Stockholder beneficially owns, with Section 3.1 hereof after the date hereofpower to vote, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth Shares shown opposite such the Stockholder's name on Annex Schedule A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all claims, liens, charges, encumbrances, covenants, conditions, voting trusts trust arrangements, options and adverse claims or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesrights whatsoever, except for those restrictions arising hereunder as granted hereby or set forth under applicable securities laws and except as specified would have no adverse effect on Schedule 2.1 heretothis Agreement. Except as otherwise specified on Schedule 2.1 hereto, such The Stockholder does not own of record or beneficially own any shares of capital stock of the Company or hold any rights to acquire any additional other securities representing or convertible into or exercisable for shares of ASC other than such Subject Shares.capital stock of the Company except as set forth in the preceding sentence; (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such The Stockholder has all requisite the full right, power and authority to enter into this Agreement; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Stockholder has not granted or agreed to consummate grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the transactions contemplated hereby. right to vote or give consents or approval of any kind as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement; (c) The execution and Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. ; (d) This Agreement has been duly and validly executed and delivered by such the Stockholder andand constitutes a legal, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such Stockholder in accordance with its terms, subject only to applicable (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium and similar laws or other laws generally affecting the enforceability of creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) general equitable principles which may limit the right to obtain specific performance or other equitable remedies; and (e) The Stockholder will take all commercially reasonable action necessary in order that its representations and warranties set forth in this Agreement shall remain true and correct for the case of any Stockholder that is a trust, violate or conflict with any term or provision duration of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 term of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointlyas to such Stockholder, hereby represents and warrantswarrants to, as of the date hereofand covenants with, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC ONSS as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance The Stockholder beneficially owns with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of power to vote the number and type of Securities set forth Shares shown opposite such the Stockholder's name on Annex Schedule A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trusts trust arrangements, options and adverse claims or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesrights whatsoever, except for those restrictions arising hereunder as granted hereby or set forth under applicable securities laws and except as specified would have no adverse effect on Schedule 2.1 heretothis Agreement and/or the proxy granted hereby. Except as otherwise specified on Schedule 2.1 hereto, such The Stockholder does not own of record or beneficially own any shares of capital stock of USXX or hold any rights to acquire any additional other securities representing or convertible into shares of ASC other than such Subject Shares.capital stock of USXX except as set forth in the preceding sentence; (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such The Stockholder has all requisite the full right, power and authority to enter into this Agreement and to consummate grant an irrevocable proxy to ONSS with respect to the transactions contemplated Shares; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Stockholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approvals of any kind and as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement or the proxy granted hereby. ; (c) The execution and Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by such the Stockholder and or the consummation exercise of proxy rights by such Stockholder of ONSS with respect to the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. Shares; (d) This Agreement has been duly and validly executed and delivered by such the Stockholder andand constitutes a legal, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such Stockholder in accordance with its terms, subject only to applicable (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium and similar laws or other laws generally affecting the enforceability of creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in general equitable principles which may limit the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, right to obtain specific performance or other governing or testamentary instrument relating to such trust or equitable remedies; and (iiie) The Stockholder will take all commercially reasonable action necessary in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or order that its representations and warranties set forth in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyshall remain true and correct. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants to Parent and Purchaser, severally and not jointly, represents and warrantssolely as to itself and its Shares, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder (i) is the sole record beneficial owner, and beneficial owner of has good and marketable title to, the number and type of Securities Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderSchedule I hereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, powers of attorneyoptions, proxies rights, understandings or arrangements or any other arrangement encumbrances whatsoever on title, transfer, or agreement with exercise of any person or entity limiting or affecting rights of a stockholder in respect of such Stockholder's legal power or authority to vote or sell the Subject SharesShares (collectively, “Encumbrances”) except for those restrictions any Encumbrances arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder or arising hereunder; (ii) does not beneficially own own, of record or hold beneficially, any shares of capital stock of the Company (or rights to acquire any additional securities of ASC such shares) other than the Shares set forth on Schedule I hereto); and (iii) has the right to vote and dispose of and holds power to issue instructions with respect to the matters set forth in Sections 3, 4 and 5 hereof, power of conversion, power to demand appraisal rights and power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Subject Stockholder’s Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) In the case of any Stockholder that is a Stockholder who is an individualcorporation, limited partnership or limited liability company, such Stockholder is an adultentity duly organized, is a citizen validly existing and in good standing under the laws of the United States of America jurisdiction in which it is incorporated or constituted. (c) The Stockholder has the legal capacity and is competent all requisite power and authority to execute and deliver this Agreement, Agreement and to carry out his or her perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. In To the case of a extent applicable, the execution, delivery and performance by the Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary actionthe Stockholder (or its board of directors or similar governing body, if anyas applicable), and no other actions or proceedings on the part of such Stockholderthe Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, the Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights and remedies generally and to general equitable principles of equity(whether considered in a proceeding in equity or at law). (cd) The Neither the execution and delivery of this Agreement does notby the Stockholder, and the performance by the Stockholder of such Stockholder’s obligations hereunder nor the consummation by the Stockholder of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, (i) result in a violation or breach of, or violation of or default constitute (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit default under, or require notice conflict with (A) to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organizationextent applicable, any provisions of the organizational documents of such Stockholderthe Stockholder or (B) any contract, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contractcommitment, agreement, instrumentunderstanding, undertaking, Law, order, injunction, determination arrangement or award binding on restriction of any kind to which such Stockholder is a party or by which such Stockholder’s Shares are bound, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent violate, or delay the consummation require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder or any of the transactions contemplated herebysuch Stockholder’s Shares. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby represents and warrants (severally and not jointly, represents and warrants, jointly as of to itself only) to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC Acquiror as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record owner and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote, such Stockholder’s Covered Shares, free and clear of any Liens (other than restrictions under applicable Securities Laws and as created by this Agreement, the Investment Agreements or the Governing Documents of the number and type Company (including, for the purposes hereof, any agreements between or among stockholders of Securities the Company that terminate on or before Closing)). As of the date hereof, other than the Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights shares of Company Stock (or any securities convertible into shares of Company Stock) or any interest therein, and does not have the right to acquire any additional securities of ASC Company Stock (whether by option, warrant, purchase right, or other than such Subject SharesContract). (b) In Such Stockholder in each case except as provided in this Agreement, the case Investment Agreements or the Governing Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into and is not bound by any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) Such Stockholder who is an individual, such affirms that (i) if the Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power, legal capacity, and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of , and (ii) if such Stockholder is not a Stockholder that natural person, (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that subject to the due execution and delivery of this Agreement by each other Party, constitutes the a legally valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar laws Laws affecting creditors' ’ rights and remedies generally and to general principles of equityequity affecting the availability of specific performance and other equitable remedies). (cd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the HSR Act and Exchange Act and any notices to be provided to Company Stockholders pursuant to requirements of Sections 262 and 228(e) of the DGCL, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Transactions. (e) The execution execution, delivery and delivery performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of such Stockholder (if such Stockholder is not a natural person), (ii) the creation of a Lien on the Covered Shares, (iii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under any Contract binding upon such Stockholder, (iv) a breach or violation of or default (with or without notice or lapse of time or both) under, give rise any applicable Law to a material obligation, a right of termination, cancellationwhich such Stockholder is subject, or acceleration (v) any change in the rights or obligations of any obligation or a loss of a material benefit underparty under any Contract legally binding upon such Stockholder, or require notice to or the consent of any person under (i) except, in the case of a clause (ii), (iii), (iv) or (v) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or the Transactions. (f) As of the date of this Agreement, there is no Action pending against such Stockholder that is a corporation or other business organizationor, any organizational documents to the knowledge of such Stockholder, (ii) in the case of any threatened against such Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, have had or would not (i) impair reasonably be expected to materially delay, or have a material adverse effect on the ability of such Stockholder to perform consummate the Transactions or (y) that challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder's Stockholder of its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyAgreement. (dg) Each Such Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that except for the Company Representations by the Company and the Acquiror Party Representations by the Acquiror Parties, no Company Party, Acquiror Party or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Company Party or Acquiror Party (or any of their respective Subsidiaries), and all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed by all Company Parties and Acquiror Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any such Person or its Subsidiaries). Such Stockholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that Acquiror is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer representations, warranties, covenants and sale other agreements of such Stockholder contained herein. (i) No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the Common Stock and Transactions for which Acquiror or the New Series A Preferred Stock are thus not registered under the Securities Act. Each Company is or could be liable, in each case based upon arrangements made by such Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC in his, her or by any state regulatory authority and represents and warrants that it is an "accredited investor," its capacity as defined in Rule 501(a) of Regulation D under the Securities Acta stockholder.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC Parent as follows: (a) Except as specified on Schedule 2.1 hereto The execution, delivery and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired performance by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized do not and will not (i) conflict with or violate any United States or non-United States Law applicable to such Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Shares (other than under this Agreement, the Merger Agreement and the agreements contemplated by all necessary actionthe Merger Agreement), or (iv) if anysuch Stockholder is not a natural person, on the part conflict with or result in a breach of or constitute a default under any provision of such Stockholder’s governing documents, as applicable. (b) As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth opposite such Stockholder’s name on Exhibit A free and clear of any Lien, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws, (iii) the Organizational Documents of the Company and (iv) the Investment Agreements. This As of the date of this Agreement, such Stockholder has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such Shares, and such Stockholder does not own, directly or indirectly, any other shares of Company Stock. (c) Such Stockholder, in each case except as provided in this Agreement, the Investment Agreements or the Organizational Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement or would reasonably be expected to prevent or delay the performance by such Stockholder of its obligations under this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (d) Such Stockholder has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by such Stockholder. (e) As of the date of this Agreement, there are no Actions pending against such Stockholder andor, assuming that this Agreement constitutes to the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation knowledge of such Stockholder, enforceable threatened against such Stockholder that, in accordance with any manner, questions the beneficial or record ownership of the Stockholder’s Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equityobligations under this Agreement. (cf) Such Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Parent and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that Parent and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and the Merger Agreement. (g) Other than as provided in the Merger Agreement, such Stockholder has not made, nor has any third party made on behalf of such Stockholder, any arrangement for any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Parent, the Company or any of their subsidiaries is or could be liable in connection with the Merger Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby. (h) Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby representations, warranties, covenants and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability agreements of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebycontained herein. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby represents and warrants (severally and not jointly, represents and warrants, jointly as of to itself only) to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC Acquiror as follows: (a) Except Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such shares, such Stockholder’s Covered Shares, free and clear of any Liens (other than as specified on Schedule 2.1 hereto and except created by this Agreement or the organizational documents of the Company (including, for Subject Shares transferred in accordance with Section 3.1 hereof after the purposes hereof, any agreements between or among stockholders of the Company). As of the date hereof, such Stockholder is other than the sole record and beneficial owner of the number and type of Securities Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights to acquire shares of Company Common Stock or Company Preferred Stock (or any additional securities convertible into shares of ASC other than such Subject SharesCompany Common Stock or Company Preferred Stock) or any interest therein. (b) In Such Stockholder in each case except as provided in this Agreement, the case Investment Agreements or the Governing Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Stockholder who is an individual, such affirms that (i) if the Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions transaction contemplated hereby. In , and (ii) if the case of Stockholder is not a Stockholder that natural person, (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The the due execution and delivery of this Agreement by each other Party hereto, constitutes a legally valid and binding agreement of such Stockholder enforceable against the Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Merger and the other transactions contemplated by the Merger Agreement will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of or default such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which such Stockholder is subject or (iii) any change in the consent rights or obligations of any person party under (i) any Contract legally binding upon such Stockholder, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clause (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholderdirectly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not (i) reasonably be expected to prevent or materially delay or impair the such Stockholder’s ability of such Stockholder to perform such Stockholder's its obligations under this Agreement hereunder or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Merger Agreement. (df) Each As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its obligations under this Agreement. (g) The Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently and based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Stockholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that Acquiror is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) No investment banker, broker, finder or other intermediary is pursuant entitled to one any broker’s, finder’s, financial advisor’s or more other similar fee or commission for which Acquiror or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the exemptions from registration provided for respective transactions contemplated hereby or thereby, in Section 3(a) each case based upon arrangements made by such Stockholder in his, her or 4(2) its capacity as a stockholder or, to the knowledge of the Securities Actsuch Stockholder, including Regulation D promulgated thereunderon behalf of such Stockholder in his, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC her or by any state regulatory authority and represents and warrants that it is an "accredited investor," its capacity as defined in Rule 501(a) of Regulation D under the Securities Acta stockholder.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointlyas to such Stockholder, hereby represents and warrantswarrants to, as of the date hereofand covenants with, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC USXX as follows: (a1) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole record and beneficial owner of beneficially owns the number of Shares and type of Securities set forth Options shown opposite such the Stockholder's name on Annex Schedule A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trusts trust arrangements (other than the Voting Agreement and Irrevocable Proxy of even date herewith entered into in connection with the Merger Agreement), options and adverse claims or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesrights whatsoever, except for those restrictions arising hereunder as granted hereby or set forth under applicable securities laws and except as specified would have no adverse effect on Schedule 2.1 heretothis Agreement and/or the election effected hereby. Except as otherwise specified on Schedule 2.1 hereto, such The Stockholder does not own of record or beneficially own any shares of capital stock of ONSS or hold other securities representing or convertible into shares of capital stock of ONSS except as set forth in the preceding sentence. Any Shares or Options acquired after the date hereof by any rights Stockholder shall become subject to acquire any additional securities of ASC other than such Subject Shares.this Agreement and the election made hereby; (b2) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such The Stockholder has all requisite the full right, power and authority to enter into this Agreement and to consummate make an irrevocable election with respect to the transactions contemplated hereby. Shares owed by him; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares and Options owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the election made hereby with respect thereto; (3) The execution and Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. ; (4) This Agreement has been duly and validly executed and delivered by such the Stockholder andand constitutes a legal, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such Stockholder in accordance with its terms, subject only to applicable (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium and similar laws or other laws generally affecting the enforceability of creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in general equitable principles which may limit the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, right to obtain specific performance or other governing or testamentary instrument relating to such trust or equitable remedies; and (iii5) The Stockholder will take all commercially reasonable action necessary in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or order that its representations and warranties set forth in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyshall remain true and correct. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrantswarrants to Purchaser and Merger Sub, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting hereof and as of the Effective TimeClosing (as defined below), to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, all of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liensany pledge, hypothecation, claim, security interest, charge, encumbrance, voting trusts trust agreement, interest, option, lien, charge or agreementssimilar restriction or limitation, powers including any restriction on the right to vote, sell or otherwise dispose of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, other than those arising under the federal and state securities laws (each, a "LIEN"), except for those restrictions arising hereunder or as set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesin this Agreement. (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen The Shares constitute all of the United States securities (as defined in Section 3(a)(10) of America and the Exchange Act) of the Company beneficially owned, directly or indirectly, by the Stockholder. (c) Except for the Shares, the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is competent the Stockholder subject to execute and deliver any contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, provides for such Stockholder has all requisite power and authority to enter into this Agreement and to consummate vote or acquire any securities of the transactions contemplated herebyCompany. The Stockholder holds exclusive power to vote the Common Stock and has not granted a proxy to any other Person to vote the Common Stock (including those issuable upon exercise of the Options, Warrants or Rights), subject to the limitations set forth in this Agreement. (d) This Agreement has been duly executed and delivered by the Stockholder. (e) Neither the execution and delivery of this Agreement nor the performance by such the Stockholder and of the Stockholder's obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the creation of any Lien on any Shares under, (i) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound or (ii) any injunction, judgment, writ, decree, order or ruling applicable to the Stockholder; except for conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens that would not individually or in the aggregate be expected to prevent or materially impair or delay the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equityhereby. (cf) The Neither the execution and delivery of this Agreement does not, and nor the consummation performance by the Stockholder of the transactions contemplated hereby and compliance with Stockholder's obligations hereunder will violate any Law applicable to the provisions hereof will notStockholder or require any order, conflict consent, authorization or approval of, filing or registration with, result in a breach or violation of declaration or default (with or without notice or lapse of time or both) underto, give rise to a material obligationany court, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation administrative agency or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate governmental body or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholderauthority, other than any such conflictsrequired notices or filings pursuant to the HSR Act, breachesforeign antitrust or competition laws or the federal securities laws. (g) No investment banker, violationsbroker, defaultsfinder or other intermediary is, obligationsor will be, rights entitled to a fee or losses thatcommission from Merger Sub, individually Purchaser or the Company in the aggregate, would not (i) impair the ability respect of this Agreement based on any arrangement or agreement made by or on behalf of such Stockholder to perform such Stockholder's obligations under this Agreement in his or (ii) prevent or delay the consummation of any her capacity as a stockholder of the transactions contemplated herebyCompany. (dh) Each The Stockholder understands and acknowledges that Purchaser is entering into, and causing Merger Sub to enter into, the issuance of Merger Agreement in reliance upon the Common Stock Stockholder's execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.

Representations and Warranties of the Stockholders. (a) Each StockholderStockholder represents and warrants, severally and not jointly, represents and warrantsthat: (i) such Stockholder is acquiring, as of the date hereofor has acquired, the time shares of each ASC Stockholders MeetingCommon Stock for investment for such Stockholder's own account and not with a view to, each Adverse Meeting and as or for the resale in connection with, the distribution or other disposition thereof; (ii) such Stockholder will not, during the term of the Effective Timethis Agreement, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of Common Stock except for Subject Shares transferred in accordance with Section 3.1 hereof after this Agreement; (iii) such Stockholder (A) has either (1) preexisting personal or business relationships with the date hereofCompany, or any of its respective officers, directors or any of its respective Affiliates or (2) such knowledge and experience in financial and business matters such that such Stockholder is capable of evaluating the sole record merits and beneficial owner risks relating to the purchase of shares of Common Stock under this Agreement, or such Stockholder has been advised by a representative possessing such knowledge and experience who is unaffiliated with or who is not compensated, directly or indirectly, by the Company or any of its Affiliates, or (B) is a Trust, the beneficiary of which is a Person meeting the requirements of (1) and/or (2) of clause (iii)(A) above; (iv) such Stockholder has been given an opportunity which such Stockholder deems adequate to obtain information and documents relating to the Company and to ask questions of and receive answers from representatives of the number and type of Securities set forth opposite Company concerning such Stockholder's name on Annex A hereto investment in the Common Stock of the Company; (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as v) such Stockholder's "Subject Shares") financial condition is such that such Stockholder can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; such Stockholder has adequate means of providing for such Stockholder's current needs and contingencies and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by no need for such Stockholder, or by 's investment in the Common Stock to be liquid; and (vi) such Stockholder can afford to suffer a nominee or custodian for the benefit complete loss of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell investment in the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject SharesCommon Stock. (b) In the case of a Each Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder further acknowledges that is a corporation, trust or other business organization, such Stockholder has all requisite been advised by the Company that: (i) the offer and sale of the Common Stock has not been registered under the Securities Act, but is intended to be exempt from registration pursuant to Section 4(2) of the Securities Act and the rules promulgated thereunder by the Securities and Exchange Commission, and that the Shares cannot be sold, pledged, assigned or otherwise disposed of unless the same is subsequently registered under the Securities Act or an exemption from such registration is available; (ii) it is anticipated that there will not be any public market for the Shares in the foreseeable future; (iii) a restrictive legend in the form set forth in Section 2.1 shall be placed on the certificates representing the Shares; and (iv) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Shares. (c) Each Stockholder further represents and warrants that (i) such Stockholder has full right, power and authority to enter into execute, deliver and perform this Agreement; (ii) all actions necessary or required to be taken by or on the part of such Stockholder to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of by this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized and approved by all necessary action, if any, on the part or required action of such Stockholder. This Stockholder and have been validly taken; and (iii) this Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes is a valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights and remedies generally and to by general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants (severally, severally and not jointly, represents and warrants, as of to itself only) to the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC Acquiror as follows: (a) Except Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such Stockholder’s Covered Shares, free and clear of any Liens (other than as specified on Schedule 2.1 hereto and except created by this Agreement or the organizational documents of the Company (including, for Subject Shares transferred in accordance with Section 3.1 hereof after the purposes hereof, any agreements between or among stockholders of the Company). As of the date hereof, such Stockholder is other than the sole record and beneficial owner of the number and type of Securities Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights to acquire shares of Company Common Stock or Company Preferred Stock (or any additional securities convertible into shares of ASC other than such Subject SharesCompany Common Stock or Company Preferred Stock) or any interest therein. (b) In Such Stockholder, in each case except as provided in this Agreement, the case Investment Agreements or the Governing Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Stockholder who is an individual, such affirms that (i) if the Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions transaction contemplated hereby. In , and (ii) if the case of Stockholder is not a Stockholder that natural person, (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The the due execution and delivery of this Agreement by each other Party hereto, constitutes a legally valid and binding agreement of such Stockholder enforceable against the Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Mergers or the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Mergers and the other transactions contemplated by the Merger Agreement will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of or default such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 5(d), under any applicable Law to which such Stockholder is subject or (iii) any change in the consent rights or obligations of any person party under (i) any Contract legally binding upon such Stockholder, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clause (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholderdirectly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not (i) reasonably be expected to prevent or materially delay or impair the such Stockholder’s ability of such Stockholder to perform such Stockholder's its obligations under this Agreement hereunder or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. (df) Each As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Stockholder of its obligations under this Agreement. (g) The Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently, based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Stockholder acknowledges receipt and review of a copy of the Merger Agreement and that the agreements contained herein with respect to the Covered Shares held by the Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that Acquiror is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) No investment banker, broker, finder or other intermediary is pursuant entitled to one any broker’s, finder’s, financial advisor’s or more other similar fee or commission for which Acquiror or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the exemptions from registration provided for respective transactions contemplated hereby or thereby, in Section 3(a) each case based upon arrangements made by such Stockholder in his, her or 4(2) its capacity as a stockholder or, to the knowledge of the Securities Actsuch Stockholder, including Regulation D promulgated thereunderon behalf of such Stockholder in his, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC her or by any state regulatory authority and represents and warrants that it is an "accredited investor," its capacity as defined in Rule 501(a) of Regulation D under the Securities Acta stockholder.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC as follows: Acquisition that: (a) Except as specified on Schedule 2.1 hereto the execution, delivery and except for Subject Shares transferred performance by such Stockholder of this Agreement will not conflict with, require a consent, waiver or approval under, or result in accordance with Section 3.1 hereof after a breach of or default under, any of the date hereofterms of any contract, commitment or other obligation (written or oral) to which such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Shares. bound; (b) In the case of a Stockholder who is an individual, such Stockholder is an adulthas full right, is a citizen of the United States of America power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of perform his obligations hereunder; (c) this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. ; (cd) The execution and delivery of this Agreement does not, and such Stockholder is the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation sole owner of or default (has the right to vote with or without notice or lapse of time or both) under, give rise respect to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation Shares and such Stockholder's Shares represent all shares of any of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and of or with respect to which such Stockholder is the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant sole owner or has the right to one or more of vote at the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunderdate hereof, and such Stockholder does not have any applicable state lawsright to acquire, and nor is he or she the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered "beneficial owner" (as such term is defined in Rule 13d-3 under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved Exchange Act of 1934, as amended) of, any other shares of any class of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company (other than shares subject to options or other rights granted by the SEC or by Company); (e) such Stockholder owns its Owned Shares free and clear of all liens, claims, pledges, charges, proxies, restrictions, encumbrances, proxies and voting agreements of any state regulatory authority and represents and warrants that it is nature whatsoever (each an "accredited investor," Encumbrance") other than as defined in Rule 501(a) of Regulation D provided by this Agreement (and except under the Securities Act.1989 Voting Agreement and the 1989 Stockholders' Agreement, the terms of which have been waived by the parties thereto to the extent necessary for Stockholder to execute and deliver this Agreement), and good and valid title to its Owned Shares, free and clear of any Encumbrance, will pass to Purchaser upon closing; (f) each of the 1989 Stockholders' Agreement and the 1989 Voting C-3

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointlyas to such Stockholder, hereby represents and warrantswarrants to, as of the date hereofand covenants with, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC USXX as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance The Stockholder beneficially owns with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of power to vote the number and type of Securities set forth Shares shown opposite such the Stockholder's name on Annex Schedule A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trusts trust arrangements, options and adverse claims or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Sharesrights whatsoever, except for those restrictions arising hereunder as granted hereby or set forth under applicable securities laws and except as specified would have no adverse effect on Schedule 2.1 heretothis Agreement and/or the proxy granted hereby. Except as otherwise specified on Schedule 2.1 hereto, such The Stockholder does not own of record or beneficially own any shares of capital stock of ONSS or hold any rights to acquire any additional other securities representing or convertible into shares of ASC other than such Subject Shares.capital stock of ONSS except as set forth in the preceding sentence; (b) In the case of a Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such The Stockholder has all requisite the full right, power and authority to enter into this Agreement and to consummate grant an irrevocable proxy to USXX with respect to the transactions contemplated Shares; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Stockholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approvals of any kind and as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement or the proxy granted hereby. ; (c) The execution and Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by such the Stockholder and or the consummation exercise of proxy rights by such Stockholder of USXX with respect to the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. Shares; (d) This Agreement has been duly and validly executed and delivered by such the Stockholder andand constitutes a legal, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such the Stockholder, enforceable against such Stockholder in accordance with its terms, subject only to applicable (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium and similar laws or other laws generally affecting the enforceability of creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in general equitable principles which may limit the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, right to obtain specific performance or other governing or testamentary instrument relating to such trust or equitable remedies; and (iiie) The Stockholder will take all commercially reasonable action necessary in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or order that its representations and warranties set forth in the aggregate, would not (i) impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyshall remain true and correct. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, Stockholder hereby represents and warrants (severally and not jointly, represents and warrants, jointly as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC itself only) to SWAG III as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Such Stockholder is the sole record owner and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such shares, such Stockholder’s Covered Shares, free and clear of any Liens (other than as created by this Agreement or the organizational documents of the number and type Company (including, for the purposes hereof, any agreements between or among stockholders of Securities the Company). As of the date hereof, other than the Owned Shares set forth opposite such Stockholder's ’s name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto1, such Stockholder does not own beneficially own or hold of record any rights shares of Company Common Stock or Company Preferred Stock (or any securities convertible into shares of Company Common Stock or Company Preferred Stock) or any interest therein. The Company agrees to acquire any additional securities of ASC other than such Subject Sharesprovide SWAG III an updated Schedule 1, or written confirmation (including email) that no change has occurred since the date hereof, at least three (3) Business Days prior to the Closing Date. (b) In Such Stockholder, in each case, except as provided in this Agreement, the case Investment Agreements or the Organizational Documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Stockholder who is an individual, affirms that (i) if such Stockholder is an adulta natural person, is a citizen of he or she has all the United States of America requisite power and is competent authority and has taken all action necessary in order to execute and deliver this Agreement, to carry out perform his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of , and (ii) if such Stockholder is not a Stockholder that natural person, (A) is a corporationlegal entity duly organized, trust or other business validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, such Stockholder and (B) has all requisite corporate or other power and authority to enter into and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that subject to the due execution and delivery of this Agreement by each other Party, constitutes the a legally valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its termsthe terms hereof (except, subject to in any case, as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or similar laws Laws affecting creditors' ’ rights and remedies generally and to general by principles of equity). (cd) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Entity in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Transactions. (e) The execution execution, delivery and delivery performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof Transactions will not, conflict with, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of or default such Stockholder (if such Stockholder is not a natural person), (ii) with or without notice or notice, lapse of time or both) under, give rise to a material obligation, a breach or violation of, a termination (or right of termination) of or a default under, cancellationthe loss of any benefit under, the creation, modification or acceleration of any obligation obligations under or a loss the creation of a material benefit underLien on any of the properties, rights or require notice assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 7(d), under any applicable Law to which such Stockholder is subject or (iii) any change in the consent rights or obligations of any person party under (i) any Contract legally binding upon such Stockholder, except, in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, clause (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholderdirectly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or the Transactions. (if) impair As of the ability date of this Agreement, there is no Action pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s Covered Shares or the validity of this Agreement, or challenges or seeks to perform prevent, enjoin or materially delay the performance by such Stockholder's Stockholder of its obligations under this Agreement or (ii) prevent or delay the consummation of any of the transactions contemplated herebyAgreement. (dg) Each Such Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of SWAG III and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that SWAG III and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Stockholder acknowledges that the agreements contained herein with respect to the Covered Shares held by such Stockholder are irrevocable. (h) Such Stockholder understands and acknowledges that SWAG III is entering into the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder’s execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein. (i) No investment banker, broker, finder or other intermediary is pursuant entitled to one any broker’s, finder’s, financial advisor’s or more other similar fee or commission for which SWAG III or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the exemptions from registration provided for respective transactions contemplated hereby or thereby, in Section 3(a) each case based upon arrangements made by such Stockholder in his, her or 4(2) its capacity as a stockholder or, to the knowledge of the Securities Actsuch Stockholder, including Regulation D promulgated thereunderon behalf of such Stockholder in his, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC her or by any state regulatory authority and represents and warrants that it is an "accredited investor," its capacity as defined in Rule 501(a) of Regulation D under the Securities Acta stockholder.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants to Parent and Purchaser, severally and not jointly, represents and warrantssolely as to itself and its Shares, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder (i) is the sole record beneficial owner, and beneficial owner of has good and marketable title to, the number and type of Securities Shares set forth opposite such Stockholder's name on Annex A hereto (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderSchedule I hereto, free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, powers of attorneyoptions, proxies rights, understandings or arrangements or any other arrangement encumbrances whatsoever on title, transfer, or agreement with exercise of any person or entity limiting or affecting rights of a stockholder in respect of such Stockholder's legal power or authority to vote or sell the Subject SharesShares (collectively, "Encumbrances") except for those restrictions any Encumbrances arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder or arising hereunder; (ii) does not beneficially own own, of record or hold beneficially, any shares of capital stock of the Company (or rights to acquire any additional securities of ASC such shares) other than the Shares set forth on Schedule I hereto); and (iii) has the right to vote and dispose of and holds power to issue instructions with respect to the matters set forth in Sections 3, 4 and 5 hereof, power of conversion, power to demand appraisal rights and power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Subject Stockholder's Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities law and the terms of this Agreement. (b) In the case of any Stockholder that is a Stockholder who is an individualcorporation, limited partnership or limited liability company, such Stockholder is an adultentity duly organized, is a citizen validly existing and in good standing under the laws of the United States of America jurisdiction in which it is incorporated or constituted. (c) The Stockholder has the legal capacity and is competent all requisite power and authority to execute and deliver this Agreement, Agreement and to carry out his or her perform the Stockholder's obligations hereunder and to consummate the transactions contemplated hereby. In To the case of a extent applicable, the execution, delivery and performance by the Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary actionthe Stockholder (or its board of directors or similar governing body, if anyas applicable), and no other actions or proceedings on the part of such Stockholderthe Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, the Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights and remedies generally and to general equitable principles of equity(whether considered in a proceeding in equity or at law). (cd) The Neither the execution and delivery of this Agreement does notby the Stockholder, and the performance by the Stockholder of such Stockholder's obligations hereunder nor the consummation by the Stockholder of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, (i) result in a violation or breach of, or violation of or default constitute (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, or acceleration of any obligation or a loss of a material benefit default under, or require notice conflict with (A) to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organizationextent applicable, any provisions of the organizational documents of such Stockholderthe Stockholder or (B) any contract, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contractcommitment, agreement, instrumentunderstanding, undertaking, Law, order, injunction, determination arrangement or award binding on such Stockholder, other than restriction of any such conflicts, breaches, violations, defaults, obligations, rights or losses that, individually or in the aggregate, would not (i) impair the ability of kind to which such Stockholder to perform is a party or by which such Stockholder's obligations under this Agreement Shares are bound, or (ii) prevent violate, or delay the consummation require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Stockholder or any of the transactions contemplated herebysuch Stockholder's Shares. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, hereby represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, warrants to MeriStar and ASC Otic Pharma as follows: (ai) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such The Stockholder is the sole beneficial or record and beneficial owner of the number and type shares of Securities set forth opposite such Stockholder's name on Annex Public Company Common Stock indicated in Appendix A hereto to this Agreement (such Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership each of which is hereafter acquired shall be deemed to be “held” by such Stockholder and for purposes of Section 3 unless otherwise expressly stated with respect to any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholdershares in Appendix A), free and clear of any and all liensLiens; and (ii) the Stockholder does not beneficially own any securities of Public Company other than the shares of Public Company Common Stock and rights to purchase shares of Public Company Common Stock set forth in Appendix A to this Agreement. (b) Except as otherwise provided in this Agreement, voting trusts the Stockholder has full power and authority to (i) make, enter into and carry out the terms of this Agreement and (ii) vote all of its Shares in the manner set forth in this Agreement without the consent or agreementsapproval of, powers of attorney, proxies or any other action on the part of, any other person or entity (including any Governmental Entity). Without limiting the generality of the foregoing, the Stockholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of such Stockholder’s Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of such Stockholder’s Shares, deposited any of such Stockholder’s Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting such Stockholder's ’s legal power power, authority or authority right to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified such Stockholder’s Shares on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than such Subject Sharesmatter. (bc) In the case of a Stockholder who is an individual, This Agreement has been duly and validly executed and delivered by such Stockholder is an adultand (assuming the due authorization, is execution and delivery by the other parties hereto) constitutes a citizen valid and binding agreement of the United States of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and authority to enter into this Agreement and to consummate the transactions contemplated herebyEquity Exception. The execution and delivery of this Agreement by such Stockholder and the consummation performance by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed agreements and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof obligations hereunder will not, conflict with, not result in a any breach or violation of or default (be in conflict with or without notice constitute a default under any term of any Contract to or lapse of time by which Stockholder is a party or both) under, give rise to a material obligation, a right of termination, cancellationbound, or acceleration of any obligation applicable law to which such Stockholder (or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder’s assets) is subject or bound, (ii) in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than except for any such conflictsbreach, breachesviolation, violations, defaults, obligations, rights conflict or losses thatdefault which, individually or in the aggregate, would not reasonably be expected to materially impair or adversely affect such Stockholder’s ability to perform its obligations under this Agreement. (id) The Stockholder has had the opportunity to review the Share Purchase Agreement and this Agreement with such Stockholder’s legal counsel. The Stockholder understands and acknowledges that Otic Pharma and the Shareholders are entering into the Share Purchase Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement. (e) With respect to the Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against, such Stockholder or any of such Stockholder’s properties or assets (including the Shares) that would reasonably be expected to prevent or materially delay or impair the ability of such the Stockholder to perform such Stockholder's its obligations under this Agreement hereunder or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance of the Common Stock and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder hereby represents and warrantswarrants to Parent as follows: a. Such Stockholder is the only record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Securities, free and clear of Liens other than as created by this Agreement or such Stockholder’s organizational documents or the organizational documents of the Company (including, without limitation, for the purposes hereof, any agreement between or among stockholders of the Company). As of the date hereof, other than the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type of Securities set forth opposite such Stockholder's name on Annex A hereto (such Covered Securities, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, voting trusts or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting such Stockholder's legal power or authority to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, such Stockholder does not own beneficially own or hold of record any rights to acquire shares of capital stock of the Company (or any additional securities convertible into shares of ASC other than such Subject Sharescapital stock of the Company) or any interest therein. b. Such Stockholder in each case except as provided in this Agreement or the organizational documents of the Company, (bi) In has full voting power, full power of disposition and full power to issue instructions with respect to the case matters set forth herein, in each case, with respect to the Covered Securities, (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Securities that is inconsistent with the such Stockholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Covered Securities that is inconsistent with the such Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. If such Stockholder who is not an individual, such Stockholder is an adult, (i) is a citizen legal entity duly organized, validly existing and in good standing under the Laws of the United States jurisdiction of America its organization and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder (ii) has all requisite limited liability company or other power and authority to enter into and has taken all limited liability company or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the valid and binding obligation of MeriStar, this Agreement constitutes a valid and binding obligation agreement of such Stockholder, Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws Laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity. (c) d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Merger Agreement. e. The execution execution, delivery and delivery performance of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby or the Mergers and compliance with the provisions hereof other transactions contemplated by the Merger Agreement will not, conflict with, constitute or result in (i) a breach or violation of of, or a default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, the organizational or acceleration of any obligation or a loss of a material benefit under, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational governing documents of such Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Stockholder pursuant to any contract binding upon such Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 1, under any applicable Law to which such Stockholder is subject or (iii) any change in the rights or obligations of any party under any contract legally binding upon such Stockholder, except, in the case of any Stockholder that is a trust, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust clause (ii) or (iii) in the case of any Stockholderdirectly above, any Contract, agreement, instrument, undertaking, Law, order, injunction, determination or award binding on such Stockholder, other than for any such conflictsbreach, breachesviolation, violationstermination, defaultsdefault, obligationscreation, rights acceleration or losses thatchange that would not, individually or in the aggregate, would not (i) reasonably be expected to prevent or materially delay or impair the such Stockholder’s ability of such Stockholder to perform such Stockholder's its obligations under this Agreement hereunder or (ii) prevent or delay the consummation of any of to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement. f. There are no Legal Proceedings pending against such Stockholder, or to the knowledge of such Stockholder threatened against such Stockholder, before (dor, in the case of threatened Legal Proceedings, that would be before) any arbitrator or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Stockholder of its, his or her obligations under this Agreement. g. Each Stockholder understands and acknowledges that the issuance each of the Common Stock Parent and the New Series A Preferred Stock Company is entering into the Merger Agreement in accordance with Sections 3.3, 3.4, 3.5 reliance upon such Stockholder’s execution and 3.6 delivery of this Agreement is pursuant to one or more and the representations, warranties, covenants and other agreements of such Stockholder contained herein. h. Except as described on Section 4.17 of the exemptions from registration provided Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by Stockholder, for in which Parent or any of its Affiliates may become liable. i. Except as set forth on Section 3(a) or 4(2) 4.20 of the Securities ActCompany Disclosure Letter, including Regulation D promulgated thereunderno Stockholder or any anyone related by blood, marriage or adoption to Stockholder or, to the knowledge of such Stockholder, any Person in which Stockholder has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with the Company or its Subsidiaries. j. Each Stockholder hereby represents and covenants that such Stockholder has not entered into, and shall not enter into, any applicable state lawsagreement that would restrict, and limit or interfere with the offer and sale performance of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act.Stockholder’s obligations hereunder

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, represents and warrantswarrants to Parent and Purchaser, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) The Shares (including the Options) constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act), of the Company beneficially owned, directly or indirectly, by the Stockholder. (b) Except as specified on Schedule 2.1 hereto and except for Subject the Shares transferred in accordance with Section 3.1 hereof after (including the date hereofOptions), such Stockholder is the sole record and beneficial owner does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the number Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Stockholder subject to any contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, that provides for such Stockholder to vote or acquire any securities of the Company. Except for the provisions of Section 203 of the Delaware General Corporation Law, such Stockholder holds exclusive power to vote and type dispose of Securities set forth opposite the Shares free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreement, charge, encumbrance or any other restriction or limitation on such Stockholder's name on Annex A hereto right to vote or dispose of the Shares (including those issuable upon exercise of the Options), and such Securities, together with Stockholder has not granted a proxy to any other Securities or other equity or voting interests Person to vote the Shares (including those issuable upon exercise of the Options), subject to the limitations set forth in ASC the beneficial ownership of which is hereafter acquired this Agreement. The transfer by such Stockholder and any Securities into which such Securities or other equity or voting interests are converted, being collectively referred to herein as such Stockholder's "Subject Shares") and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject Shares are now, and at all times prior to the Effective Time will be, held by such Stockholder, or by a nominee or custodian for the benefit of such StockholderShares to Purchaser hereunder shall pass to and vest in Purchaser good and valid title to such Shares and Options, free and clear of all security interests, liens, voting trusts or claims, pledges, options, rights of first refusal, agreements, powers of attorneycharges, proxies encumbrances, or any other arrangement restrictions or agreement with any person or entity limiting or affecting such limitations on the Stockholder's legal power or authority right to vote or sell dispose of the Subject SharesShares (including those issuable upon exercise of the Options) and proxies, except for those restrictions arising hereunder or set forth under applicable securities laws charges and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretoother encumbrances of any nature whatsoever, such Stockholder does not beneficially own or hold any rights to acquire any additional securities of ASC other than any such Subject Sharesencumbrance created by Purchaser. (bc) In the case of a Such Stockholder who is an individual, such Stockholder is an adult, is a citizen of the United States of America has all necessary power and is competent authority to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming that due authorization, execution and delivery of this Agreement constitutes the valid by Parent and binding obligation of MeriStarPurchaser, this Agreement constitutes is a valid and binding obligation of such Stockholder, the Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. (cd) The None of the execution and delivery of this Agreement does notby such Stockholder, and the consummation by such Stockholder of the transactions contemplated hereby and or compliance by such Stockholder with any of the provisions hereof will not, conflict with, shall (i) result in a violation or breach of, or violation of or default constitute (with or without notice or lapse of time or both) under, a default (or give rise to a material obligation, a any third party right of termination, cancellation, material modification or acceleration acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond mortgage, indenture, license, contract, commitment, lease, permit, franchise, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Stockholder is a party or a loss by which such Stockholder or any of a material benefit underhis properties or assets (including the Shares and Options) may be bound, or require notice to or the consent of any person under (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of such Stockholder, (ii) in the case of violate any Stockholder that is a trustorder, violate or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating to such trust or (iii) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, orderwrit, injunction, determination decree, judgment, law, statute, rule or award binding on regulation applicable to such StockholderStockholder or any of his properties or assets, other than any excluding from the foregoing such conflicts, breaches, violations, defaults, obligations, rights breaches or losses thatdefaults which would not, individually or in the aggregate, have a material adverse effect on such Stockholder or which would not (i) materially impair the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or (ii) prevent or delay the consummation of any of consummate the transactions contemplated hereby. (de) Each Except for any approvals required in connection with Section 203 of the Delaware General Corporation Law, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court or arbitrator or any governmental body, agency or official except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of his obligations under this Agreement. (f) Except for ING Barings LLC, no investment banker, broker, finder or other intermediary is, or will be, entitled to a fee or commission from Purchaser, Parent or the Company in respect of this Agreement based on any arrangement or agreement made by or on behalf of such Stockholder in his or her capacity as a stockholder of the Company. (g) Such Stockholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the issuance of the Common Stock Merger Agreement in reliance upon such Stockholder's execution and the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 delivery of this Agreement is pursuant to one or more of the exemptions from registration provided for in Section 3(a) or 4(2) of the Securities Act, including Regulation D promulgated thereunder, and any applicable state laws, and the offer and sale of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has not been reviewed and approved by the SEC or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities ActAgreement.