JOINDER TO REGISTRATION RIGHTS AGREEMENT September 29, 2015
Exhibit 4.1
JOINDER TO REGISTRATION RIGHTS AGREEMENT
September 29, 2015
Reference is made to the Registration Rights Agreement, dated as of November 18, 2013 (the “Agreement”), by and among Extended Stay America, Inc., a Delaware corporation (“Extended Stay”), ESH Hospitality, Inc., a Delaware corporation (“ESH REIT”), the Centerbridge Parties, the Xxxxxxx Parties, the Blackstone Parties (together with the Centerbridge Parties and the Xxxxxxx Parties, the “Investors”) and such other Persons as shall hereafter become parties hereto pursuant to the Agreement. Unless otherwise defined herein, capitalized terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.
NOW, THEREFORE, Extended Stay, ESH REIT and each New Investor hereby agree as follows:
Joinder; Effect. In accordance with Section 10(f) of the Agreement, each New Investor agrees to be bound by, and to comply with, the all of the terms and provisions of the Agreement applicable to a Holder. The execution and delivery of this Joinder Agreement by each New Investor shall also constitute the execution and delivery by the New Investor of the Agreement, whereupon the Investor shall have all the rights of, and be subject to all the obligations of, one of the Xxxxxxx Parties under the Agreement.
Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.
No Waiver. Except as expressly supplemented hereby, the Agreement shall remain in full force and effect.
Notices. All notices, requests and demands to or upon each New Investor, Extended Stay and ESH REIT shall be governed by the terms of Section 11(e) of the Agreement.
Conflicts. In the event of a conflict between the terms of this Joinder Agreement and the terms of the Agreement, the terms of the Agreement shall govern except with respect to matters described in paragraph entitled “Joinder; Effect” contained in this Joinder Agreement.
Governing Law. THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature pages follow.]
XXXXXXX PARTNERS ENHANCED LP | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Authorized Signatory | |
XXXXXXX PARTNERS LP | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: | Xxxxxx Xxxxxx | |
Title: | Authorized Signatory |
[Signature Page to Registration Rights Joinder Agreement]
EXTENDED STAY AMERICA, INC. | ||
By: | /s/ Xxxx X. Xxxx | |
Name: | Xxxx X. Xxxx | |
Title: | General Counsel | |
ESH HOSPITALITY, INC. | ||
By: | /s/ Xxxx X. Xxxx | |
Name: | Xxxx X. Xxxx | |
Title: | General Counsel |
[Signature Page to Registration Rights Joinder Agreement]