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, 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 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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, 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 StockholderAs of the date hereof, each of the Stockholders hereby represents and warrants to Earthstone, 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 Common Stock (as may be adjusted from time to time pursuant to Section 4 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 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 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, Common Stock, as the case may be (“Stockholder Rights”), that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of Common Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations 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 Earthstone and the other Parties, 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 formation, certificate of limited partnership, limited liability company agreement, partnership agreement or similar organizational documents of such Stockholder as presently in effect, (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 New York Stock Exchange (the “NYSE”), 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 such 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 any certificates representing 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, 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 Common Stock other than such Subject Shares.Stockholder’s Shares as set forth on Schedule A. (be) In As of the case of a Stockholder who is an individualdate hereof, neither such Stockholder nor any of its respective properties or assets 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 bankruptcyany order, insolvencywrit, fraudulent conveyancejudgment, reorganizationinjunction, 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 notdecree, and determination or award that would prevent or delay 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 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 with Section 3.1 hereof after the date hereof, such Stockholder is the sole record and beneficial owner of the number and type shares of Securities Common Stock (together with any shares of Common Stock which such Stockholder may acquire at any time on or after the date hereof during the term of this Agreement, the “Shares”) set forth opposite such Stockholder's ’s name on Annex A hereto (such SecuritiesSchedule I to this Agreement. Schedule I lists separately all options, together with any other Securities warrants or other equity or voting interests in ASC rights to purchase Common Stock issued to Stockholder (“Options”). (b) 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 any Securities into which such Securities constitutes the legal, valid and binding obligation of Stockholder, enforceable against 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 equity forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) Neither the execution and delivery of this Agreement nor the consummation by Stockholder of the transactions contemplated hereby will result in a violation of, or voting interests a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder or Stockholder’s assets are convertedbound. The consummation by Stockholder of the transactions contemplated hereby will not violate, being collectively referred or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to herein as such Stockholder's "Subject Shares". (e) The Shares and has full, unrestricted and sole power to dispose of and to vote such Subject Shares. Such Subject the certificates representing the Shares owned by 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 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 herebyforegoing arising under this Agreement. (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 represents and warrants to Dome, 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 and unless otherwise indicated, the record and beneficial owner of the number and type shares of Securities PEDEVCO 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 PEDEVCO 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 PEDEVCO 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, PEDEVCO Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of PEDEVCO 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) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement 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”), or the NYSE MKT (the “NYSE”), 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 the 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 set forth under applicable federal and state securities laws and except as specified on Schedule 2.1 heretolaws. 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 PEDEVCO 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 Dome is entering into the issuance of the Common Stock Acquisition 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 Stockholderof the Stockholders hereby represents and warrants to Yuma and Yuma Delaware, 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 shares of ▇▇▇▇▇ Common Stock and type of Securities ▇▇▇▇▇ Preferred 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 ▇▇▇▇▇ Common Stock and ▇▇▇▇▇ Preferred Stock beneficially owned by such Stockholder as of the date hereof. For purposes of this Agreement, the term “Shares” shall include any shares of ▇▇▇▇▇ Common Stock and ▇▇▇▇▇ Preferred 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, ▇▇▇▇▇ Common Stock or ▇▇▇▇▇ Preferred Stock, as the case may be (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of ▇▇▇▇▇ Common Stock or ▇▇▇▇▇ Preferred Stock such Stockholder may acquire or beneficially own during the term of this Agreement. (b) Such Stockholder has all requisite organizational power and authority and, if an individual, the legal capacity, to execute and deliver this Agreement and to perform its obligations 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 Yuma and Yuma Delaware and 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) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement 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 Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 the 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 no shares of ▇▇▇▇▇ Common Stock or hold any rights to acquire any additional securities of ASC ▇▇▇▇▇ Preferred Stock other than such Subject Shares.Stockholder’s Shares as set forth on Exhibit B. (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 Yuma and Yuma Delaware 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 hereofStockholders represents, warrants and covenants to 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 Upon the issuance of the Shares transferred in accordance with Section 3.1 hereof after to the date hereofStockholder under the Purchase Agreement, such the Stockholder is shall be the sole record legal and beneficial owner of such Shares which securities represent the number only securities of the Company legally or beneficially owned by the Stockholder or that the Stockholder has voting power over. Except with respect to the Purchase Agreement, the Stockholder is not a party to any contract or agreement and type owns no warrants, options or rights to purchase, subscribe for or otherwise acquire any securities of Securities set forth opposite such Stockholder's name on Annex A hereto (such Securitiesthe Company. No person not a signatory to this Voting Agreement has a beneficial interest in or a right to acquire or vote any of the Voting Shares. Upon issuance, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired by such Stockholder Shares 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 Additional 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 lien, voting trusts or agreementscharge, powers claim, security interest, proxy, power of attorney, proxies encumbrance, voting trust or agreement, understanding or arrangement of whatever nature that would adversely affect, or be inconsistent or interfere with, the Stockholder’s ability to vote the Voting Shares in accordance with Section 3 above or the Stockholder’s ability to grant and the Proxy’s ability to exercise the irrevocable proxy and power of attorney pursuant to Section 4 above. The Stockholder has not granted, and prior to the Expiration Date will not grant, any other arrangement proxy or agreement with voting rights in respect of the Voting Shares to 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 Sharesperson. (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 power power, capacity and authority to enter into and perform this Voting Agreement. If this Voting Agreement is being executed in a representative or fiduciary capacity, the person signing this Voting Agreement has full power, capacity and authority to consummate the transactions contemplated hereby. The execution enter into and delivery of perform 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 StockholderVoting Agreement. This Voting Agreement has been duly 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 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 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 Stockholderof the Stockholders hereby represents and warrants to the Company, 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 Parent 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 Parent 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 Parent 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, Parent Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of Parent 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 Parent 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 the issuance of Company is entering into the Common Stock Merger Agreement in reliance upon the 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 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 Such Stockholder is the record and beneficial owner (as specified defined in Rule 13d-3 under the Exchange Act) of the shares of Common Stock and/or Convertible Preferred Stock set forth opposite his or its name on Schedule 2.1 hereto 1 to this Agreement (such shares of Common Stock and/or Convertible Preferred Stock, together with any Common Stock and except for Subject Shares transferred in accordance with Section 3.1 hereof Convertible Preferred Stock acquired by the Stockholder after the date of this Agreement, whether Shares acquired by way of exercise of Company Options, Company Warrants or other rights to purchase Common Stock or Convertible Preferred Stock or by way of dividend, distribution, exchange, merger, consolidation, grant of proxy or otherwise, but excluding shares owned by other Stockholders, all as may be adjusted from time to time pursuant to Section 6 hereof, the “Shares”). Schedule 1 to this Agreement lists separately all Company Options and Company Warrants issued to such Stockholder. Such Stockholder is the sole record and beneficial owner of the number Company Options and type of Securities Company Warrants set forth opposite such Stockholder's ’s name on Annex A hereto Schedule 1 to this Agreement. (b) Such Stockholder has voting power, power of disposition, power of conversion (in respect of the Convertible Preferred Stock) 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, with no limitations, qualifications or restrictions on such right. 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 in ASC than the beneficial ownership of which is hereafter acquired Shares and the Company Options and Company Warrants set forth on Schedule 1. (c) Such Stockholder has the 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, assuming due and valid authorization, execution and delivery thereof by Parent and Purchaser, 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 constitute (with or without due notice or lapse of time or both) a default under, or conflict with, or give rise to any right of termination, cancellation or acceleration under any contract, trust, note, bond, mortgage, indenture, license, agreement, or material contractual restriction or obligation of any kind to which such Securities Stockholder is a party or other equity by which such Stockholder or voting interests his or its Shares are convertedbound, being collectively referred which singularly or in the aggregate, would prevent or adversely affect the ability of such Stockholder to herein as perform his or its obligations under this Agreement. The consummation of the transactions contemplated hereby will not violate, or require any consent, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder which, singularly or in the aggregate, would prevent or adversely affect the ability of such Stockholder to perform his or its obligations under this Agreement. (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's "Subject Shares") , 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 during the Effective Time term hereof 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 or trusts, 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, and the transfer of the Shares held by such Stockholders hereunder or set forth under applicable securities laws will effectively vest in Purchaser valid and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretomarketable title to such Shares, such Stockholder does not beneficially own or hold free and clear of any rights to acquire any additional securities of ASC other than such Subject SharesEncumbrances. (bh) In Each Stockholder whose Shares are subject to community property interests under the case laws of a Stockholder who is an individualany jurisdiction has agreed to have executed and delivered to Parent such consents, such Stockholder is an adult, 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 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 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 to Parent, severally severally, and not jointly, represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and to itself only 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, the "SHARES"). SCHEDULE 1 lists separately all outstanding 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 set forth opposite such Stockholders name on SCHEDULE 1. 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 by such Stockholder 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 such Stockholder has all requisite corporate, limited partnership or limited liability company 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 rights of a Stockholder in respect of such Shares (collectively, "ENCUMBRANCES"), except for any such Encumbrance arising under applicable federal or entity limiting state securities laws or affecting that are otherwise DE MINIMIS in nature. (h) Such Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in reliance upon 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 equityAgreement. (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 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 to Parent and 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 shares of Common Stock and type of Securities options to acquire Common Stock (as may be adjusted from time to time pursuant to Section 6, the “Shares”) set forth opposite such Stockholder's his name on Annex A hereto Schedule 1 to this Agreement and (such Securitiesii) except as set forth on Schedule 1, together with neither holds nor has any other Securities beneficial ownership interest in any option or warrant to acquire shares of Common Stock or other equity right or voting interests in ASC security convertible into or exercisable or exchangeable 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) 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"’s 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. (e) 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, 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 or agreement with restrictions whatsoever on title, transfer, or 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 and restrictions applicable securities laws to employees stock options 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 restricted stock grants pursuant 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 terms of such Stockholder. This Agreement has been duly executed options 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 equitygrants. (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 represents and warrants to Pyramid and Merger Subsidiary, 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, Series A Preferred Stock or Series B Preferred 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 SecuritiesShares represent all of the shares of Company Common Stock, together with any other Securities or other equity or voting interests in ASC the beneficial ownership of which is hereafter acquired Series A Preferred Stock and Series B Preferred 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) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement 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 Market (the “NYSE”) or the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 the 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 Pyramid is entering into, and causing Merger Subsidiary 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.

Representations and Warranties of the Stockholders. Each StockholderStockholder hereby represents and warrants to Parent and 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 shares of Common Stock and type of Securities options to acquire Common Stock (as may be adjusted from time to time pursuant to Section 6, the "Shares") set forth opposite such Stockholder's his name on Annex A hereto Schedule 1 to this Agreement and (such Securitiesii) except as set forth on Schedule 1, together with neither holds nor has any other Securities beneficial ownership interest in any option or warrant to acquire shares of Common Stock or other equity right or voting interests in ASC security convertible into or exercisable or exchangeable 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) 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. (e) 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, 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 or agreement with restrictions whatsoever on title, transfer, or 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 and restrictions applicable securities laws to employees stock options 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 restricted stock grants pursuant 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 terms of such Stockholder. This Agreement has been duly executed options 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 equitygrants. (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 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 ▇▇▇▇▇▇▇▇▇▇▇’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, severally and not jointly, Stockholder represents and warrantswarrants to the Company, as Holdings and each of the date hereof, the time of each ASC other Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as follows: (a) Except Such Stockholder has the corporate, partnership or individual (as specified on Schedule 2.1 hereto the case may be) power and except for Subject Shares transferred authority to enter into and perform this Agreement; this Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the legal, valid, and binding obligation of such Stockholder, enforceable in accordance with Section 3.1 hereof after its terms, subject to the date hereofeffect of bankruptcy, such insolvency, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity. (b) Such Stockholder is the sole record and beneficial owner of of, and has good and valid title to, the number of shares of Company Class A Common and type of Securities set forth Company Series A Preferred listed 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 all liens, charges, encumbrances, pledges, conditions, restrictions, voting trusts or agreementstrust arrangements, powers rights and claims of attorney, proxies or any every kind (other arrangement or agreement with any person or entity limiting or affecting than such Stockholder's legal power or authority to vote or sell as may have arisen by reason of actions of the Subject Shares, except for those Company and restrictions arising hereunder or set forth on transfer under applicable securities laws and except as specified on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 hereto, the Stockholders' Agreement) and 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 shares constitute all of the United States issued and outstanding shares of America and is competent to execute and deliver this Agreement, to carry out his or her obligations hereunder and to consummate capital stock of the transactions contemplated herebyCompany owned by such Stockholder. In the case of a Stockholder that is a corporation, trust or other business organization, such Such Stockholder has all requisite full right, power and authority to enter into this Agreement sell, exchange, assign, transfer and convey to consummate the transactions contemplated herebyCompany such shares. The execution and delivery to the Company of such shares pursuant to the provisions of this Agreement by such Stockholder will transfer valid title thereto, free and the consummation by such Stockholder clear of the transactions contemplated hereby have been duly authorized by all necessary actionany lien, if anycharge, on the part of such Stockholder. This Agreement has been duly executed and delivered by such Stockholder andencumbrance, assuming that this Agreement constitutes the valid and binding obligation of MeriStarpledge, this Agreement constitutes a valid and binding obligation of such Stockholdercondition, enforceable against such Stockholder in accordance with its termsrestriction, subject to applicable bankruptcyvoting trust arrangement, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equityor adverse claim or right. (c) The execution Such Stockholder is acquiring the shares of Holdings Class A Common and/or Holdings Series A Preferred (and delivery the shares of this Agreement does notHoldings Class A Common or Class B Common Stock, par value $.01 per share, of the Company issuable upon conversion thereof) for its own account, for investment, and not with a present view to any "distribution" thereof within the consummation meaning of the transactions contemplated hereby and compliance with Securities Act of 1933, as amended (the provisions hereof will not, conflict with, result in a breach "Securities Act"). Such Stockholder was not formed or violation organized for the purpose 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 acquiring 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 herebyshares. (d) Each Such Stockholder is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and is sufficiently knowledgeable and experienced in the making of venture capital investments so as to be able to evaluate the risks and merits of its investment in Holdings, and is able to bear the economic risk of loss of its investment in Holdings. (e) Such Stockholder has had adequate opportunity to discuss the business, management, and financial affairs of Holdings with the representatives of Holdings. (f) Such Stockholder understands that because the Holdings Class A Common, Holdings Class B Common and acknowledges that the issuance of the Common Stock and the New Holdings 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 have not been registered under the Securities Act. Each Stockholder further understands and acknowledges that this transaction has , it cannot been reviewed and approved by the SEC dispose of any or by any state regulatory authority and represents and warrants that it is an "accredited investor," as defined in Rule 501(a) all of Regulation D such shares unless such securities are subsequently registered under the Securities Act or exemptions from such registration are available. Such Stockholder understands that each certificate representing such shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Act or the availability of an exemption from such registration requirements. (g) Such Stockholder understands and agrees that the legend set forth in Section 7.3 of the Stockholders' Agreement shall be typed on each certificate representing shares of Holdings Class A Common, Holdings Class B Common or Holdings Series A Preferred held at any time by such Stockholder or such Stockholder's Permitted Transferees; PROVIDED, that the reference therein to the Stockholders' Agreement shall be amended to refer to the Stockholders' Agreement as amended and assigned hereby.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder 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 As of the date hereof, such Stockholder is the sole record legal and beneficial owner Beneficial Owner of the number and type of Securities Shares set forth opposite such Stockholder's ’s name on Annex Schedule A hereto (such Securitieswhich includes the Purchased Shares and warrants to purchase Shares), together with any other Securities which Shares represent the only shares of capital stock of the Company legally or other equity Beneficially Owned by the Stockholder or that the Stockholder has voting interests in ASC the beneficial ownership of which is hereafter acquired by power over. Except as set forth on Schedule A, such Stockholder is not a party to any contract or agreement and owns no warrants, options or rights to purchase, subscribe for or otherwise acquire any securities of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares. The Shares are, 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 Additional 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 lien, voting trusts or agreementscharge, powers claim, security interest, proxy, power of attorney, proxies encumbrance, voting trust or any other agreement, understanding or arrangement of whatever nature that would adversely affect, or agreement with any person be inconsistent or entity limiting or affecting interfere with, such Stockholder's legal power or authority ’s ability to vote the Voting Shares in accordance with Section 1(a) above or sell such Stockholder’s ability to grant and the Subject Shares, except for those restrictions arising hereunder or set forth under applicable securities laws Board of Directors’ ability to exercise the irrevocable proxy 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 power of attorney pursuant to acquire any additional securities of ASC other than such Subject SharesSection 2 above. (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 power, capacity and authority to enter into and perform this Agreement. If this Agreement and to consummate is being executed in a representative or fiduciary capacity, the transactions contemplated hereby. The execution and delivery of person signing this Agreement by such Stockholder has full power, capacity 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 Stockholderauthority to enter into and perform this Agreement. 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 generally, and to general principles of equity. (c) The execution execution, delivery and delivery performance by such Stockholder of this Agreement Agreement: (i) is within such Stockholder’s powers, has been duly authorized by all necessary corporate, partnership, limited partnership, limited liability company or other similar action and requires no further action on the part of such Stockholder in order to be properly authorized; (ii) does notnot and will not violate, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will notbreach, result in a default under, conflict with, result in require a breach consent or violation of waiver under or default (with or without notice or lapse of time or both) under, give rise to a material obligation, a right of termination, cancellation, cancellation or acceleration of with respect to: (A) any obligation contract or a loss of a material benefit under, or require notice agreement 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, any organizational documents of by which such Stockholder’s assets are bound; (B) any statute, (ii) in the case of any Stockholder that is a trust, violate rule or conflict with any term or provision of the indenture, or other governing or testamentary instrument relating regulation applicable to such trust or Stockholder; or (iiiC) in the case of any Stockholder, any Contract, agreement, instrument, undertaking, Law, orderjudgment, injunction, determination order or award decree binding on such Stockholder, other than any ; except for such conflictsviolations, breaches, violations, defaults, obligations, rights conflicts or losses thatdefaults that would not, individually or in the aggregate, would not (i) impair the ability of such Stockholder to perform have a material adverse effect on such Stockholder's obligations under this Agreement ’s ability to vote the Shares in accordance with Section 1(a) above or such Stockholder’s ability to grant and the Board of Directors’ ability to exercise the irrevocable proxy and power of attorney pursuant to Section 2 above; and (iiiii) prevent or delay does not and will not result in the consummation imposition of any lien, charge, claim, security interest or encumbrance on the Shares that would adversely affect, or be inconsistent or interfere with such Stockholder’s ability to vote the Shares in accordance with Section 1(a) above or such Stockholder’s ability to grant and the Board of Directors’ ability to exercise the transactions contemplated herebyirrevocable proxy and power of attorney pursuant to Section 2 above. (d) Each Such Stockholder understands and acknowledges that is not aware or in possession of any material non-public information concerning the issuance Company, any of the Common Stock Company’s subsidiaries, the Company’s business or any of the Company’s projects. (e) The representations and warranties contained in this Agreement are accurate in all respects as of the New Series A Preferred Stock in accordance with Sections 3.3, 3.4, 3.5 and 3.6 date 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, 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, Stockholder individually represents and warrants, as of warrants to the date hereof, Company the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, to MeriStar and ASC as followsfollowing: (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 the requisite power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyplated hereby in accordance with the terms hereof. 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, action on the part of such Stockholder. This ; (b) this Agreement has been duly and validly executed and delivered by such Stockholder andand is, assuming due execution and delivery hereof by the Company and that the Company has full legal power and right to enter into this Agreement constitutes the valid and binding obligation of MeriStarAgreement, this Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable except as enforcement thereof may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization, moratorium and or similar laws affecting the enforcement of creditors' rights generally, and remedies generally and subject to general principles of equity.equity and public policy; (c) The execution such Stockholder will be acquiring the Shares to be acquired by such Stockholder for investment purposes only, without any intention of distributing or selling such Shares in violation of federal, state or other securities laws. If such Stockholder should in the future decide to dispose of any of such Shares, such Stockholder understands and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and agrees that it may do so only in compliance with the provisions terms of Article IV hereof will notand the Securities Act and applicable state securities laws, conflict withas then in effect. Such Stockholder agrees to the imprinting, result in a breach or violation so long as required by law, 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 legends on certificates representing all of the indentureShares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or other governing or testamentary instrument relating to such trust or AS AMENDED (iiiTHE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") in the case of any StockholderOF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCK PURCHASE AGREEMENT, any ContractDATED AS OF MARCH 3, agreement2000, instrumentAMONG STONEGATE RESOURCES HOLDINGS, undertakingLLC, LawBUILD▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, 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▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ A. SCHWARTZ. THE COMPANY WILL NOT REGISTER THE TRANSFER ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCK PURCHASE AGREEMENT. (d) Each such Stockholder understands and acknowledges that the Shares will not be registered at the time of their issuance under the Securities Act for the reason that the issuance of the Common Stock and the New Series A Preferred Stock provided for in accordance with Sections 3.3, 3.4, 3.5 and 3.6 of this Agreement is exempt 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, Act and any applicable state laws, and that the offer and sale reliance of the Common Stock and the New Series A Preferred Stock are thus not registered under the Securities ActCompany on such exemption is predicated in part on such Stockholder's representations set forth herein. 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 experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment. Such Stockholder further represents that it has had the opportunity to conduct due diligence on the Company, to ask questions of and receive answers from the Company concerning the terms and conditions of the offering and to obtain additional information to such Stockholder's satisfaction; and (e) such Stockholder is an "accredited investor,Accredited Investor" as defined in within the meaning of Rule 501(a) 501 of Regulation D under the Securities Act, as presently in effect.

Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, Stockholder hereby represents and warrantswarrants to the Company that the statements contained in this Section 4 are true and correct as of the date hereof and, in the case of each Stockholder who becomes a party to this Agreement pursuant to Section 3(a), as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting and as of the Effective Time, any Transferable Shares are transferred to MeriStar and ASC as followssuch Stockholder: (a) Except as specified on Schedule 2.1 hereto and except for Subject Shares transferred in accordance with Section 3.1 hereof after (i) Such Stockholder is, or subject to the date hereofachievement of an Applicable Milestone will be, such Stockholder is the sole beneficial or record and beneficial owner of the number and type Company Shares indicated on the signature page 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, this Agreement free and clear of all liens, voting trusts any Lien that would impair or agreements, powers of attorney, proxies or any other arrangement or agreement with any person or entity limiting or affecting adversely affect such Stockholder's legal power or authority ’s ability to vote or sell the Subject Shares, except for those restrictions arising hereunder or set forth perform its 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 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 other than those Liens which are in favor of the transactions contemplated hereby. In the case of a Stockholder that is a corporation, trust or other business organization, Company; (ii) such Stockholder has all requisite full power and authority to make, enter into and carry out the terms of this Agreement and to consummate grant the transactions contemplated hereby. The execution irrevocable proxy as set forth in Section 2; and delivery of (iii) 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 and validly 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, the Stockholder enforceable against such the Stockholder in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws affecting creditors' ’ rights and remedies generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Stockholder agrees to provide the Company reasonably prompt notice of any transfers of Company Shares by such Stockholder after the date of this Agreement. If such Stockholder is a married individual and the Stockholder’s Company Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of the Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. legal, valid and binding obligation of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of equitywhether enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and for so long as this Agreement remains in effect (including as of the record date of any meeting of the Company’s stockholders and the date of any other Company Action), except as provided in this Agreement, such Stockholder has full legal power, authority and right to vote all of the Company Shares then owned of record or beneficially by Stockholder without the consent or approval of, or any other action on the part of, any other Person. Without limiting the generality of the foregoing, such Stockholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Company Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Company Shares, deposited any of the Company Shares in a voting trust or entered into any arrangement or agreement with any Person limiting or affecting Stockholder’s legal power, authority or right to vote the Company Shares on any matter. (c) The execution and delivery of this Agreement does not, and the consummation performance by such Stockholder of the transactions contemplated hereby Stockholder’s agreements 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 or lapse of time or both) under, give rise to constitute a material obligation, a right of termination, cancellation, or acceleration default under any term 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, instrumentjudgment, undertaking, Lawinjunction, order, injunctiondecree, determination law, regulation or award binding on such arrangement to which the Stockholder is a party or by which the Stockholder (or any of the Stockholder’s assets) is bound, other than except for any such conflictsbreach, breachesviolation, violations, defaults, obligations, rights conflict or losses thatdefault which, individually or in the aggregate, would not (i) materially impair or adversely affect the Stockholder’s ability of such Stockholder to perform such the Stockholder's ’s obligations under this Agreement or (ii) prevent or delay the consummation of render inaccurate any of the transactions contemplated herebyrepresentations made by the Stockholder herein. (d) Each Such Stockholder understands and acknowledges that the issuance of Company is entering into the Common Stock Merger Agreement in reliance upon the 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 and warranties 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 Actcontained herein.

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 Parent 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 is the sole record and and/or beneficial owner of the number and type of Securities Owned Shares set forth opposite such Stockholder's ’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 and such Stockholder has good and any Securities into which valid title to 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 Owned 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 Liens (other than as created by this Agreement or agreements, powers of attorney, proxies transfer restrictions arising under applicable federal or any other arrangement or agreement with any person or entity limiting or affecting state securities Laws that will not impact such Stockholder's legal ’s ability to comply with this Agreement with respect to such Owned Shares). Except as set forth on Exhibit A, such Stockholder has the only voting power, power or authority of disposition, power to vote or sell demand appraisal rights and power to agree to all of the Subject matters set forth in this Agreement, in each case with respect to all such Owned Shares, except for those with no limitations, qualifications or restrictions arising hereunder or set forth under on such rights, subject to applicable federal securities laws Laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares and except as specified set forth on Schedule 2.1 hereto. Except as otherwise specified on Schedule 2.1 heretoExhibit A, such Stockholder does not own beneficially own or hold of record any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any additional capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of ASC other than such Subject Sharesthe Company. (b) In the case of a Stockholder who Such Stockholder, if it is an individual, such Stockholder is an adultentity, is a citizen duly organized, validly existing and in good standing under the Laws of the United States jurisdiction of America its formation. Such Stockholder has all requisite power, authority and is competent legal capacity to execute and deliver this AgreementAgreement and to perform its, to carry out his or her obligations hereunder and to consummate the transactions contemplated herebyhereunder. In the case of a Stockholder that is a corporation, trust or other business organization, If such Stockholder has all requisite power is an entity, the execution, delivery and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery performance of this Agreement by such Stockholder, the performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby have has been duly and validly authorized by all necessary action, if any, such Stockholder and no other actions or proceedings on the part of such StockholderStockholder is necessary to authorize the execution and delivery by such Stockholder of this Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of 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 Parent and the valid and binding obligation of MeriStarCompany, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder it 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 Enforceability Exceptions. (c) The execution Except for the applicable requirements of the Exchange Act, (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 hereby, other than as contemplated by the Merger Agreement, 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 notherein shall (A) conflict with or violate, conflict withany provision of the organizational documents of such Stockholder, (B) 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 any property or asset of such Stockholder pursuant to, any Contract to which such Stockholder is a party or require notice by which such Stockholder or any properties or assets of such Stockholder is bound or affected or (C) violate any Law applicable to such Stockholder or the consent any of any person under (i) such Stockholder’s properties or assets, except, in the case of a each of sub-clause (i) and (ii), as would not restrict, prohibit, materially delay or impair the performance by such Stockholder that is a corporation or other business organizationof its obligations under this Agreement. (d) As of the date hereof, any organizational documents there are no Proceedings pending or, to the knowledge of such Stockholder, (ii) in the case threatened against such Stockholder or any of any Stockholder its or his Controlled Affiliates that is a trustwould restrict, violate prohibit, materially delay 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 its 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 Stockholderof the Stockholders hereby, severally severally, and not jointly, 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(collectively, 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“Permitted Encumbrances”).

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 Globespan 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 in accordance with Section 3.1 hereof after the date hereofIf such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has been duly organized and is validly existing and in good standing under the sole record and beneficial owner laws of the number and type jurisdiction 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 Sharesits organization. (b) In the case of If such Stockholder is a Stockholder who is an individualcorporation, limited liability company, partnership or trust, such Stockholder is an adult, is a citizen of the United States of America has all necessary corporate power and is competent authority to execute and deliver enter into this Agreement, to carry out his or her perform its obligations hereunder and to consummate the transactions contemplated hereby. In , and the case of a Stockholder that is a corporationexecution, trust or other business organization, such Stockholder has all requisite power delivery and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery 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, corporate action on the part of such Stockholder. . (c) This Agreement has been duly executed and delivered by such Stockholder andand (assuming the valid authorization, assuming that execution and delivery of this Agreement constitutes the valid by Globespan and binding obligation of MeriStar, this Agreement constitutes Sub) is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws 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 execution and delivery of this Agreement does by such Stockholder do not, and the consummation performance of the transactions contemplated hereby and compliance with the provisions hereof this Agreement by such Stockholder 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 if such Stockholder that is a corporation corporation, limited liability company, partnership or other business organizationtrust, any conflict with or violate the organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with or violate any term law, rule, regulation or provision of the indenture, or other governing or testamentary instrument relating order applicable to such trust Stockholder or by which any of such Stockholder's properties is bound, or (iii) conflict with, 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, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the case creation of any Stockholderlien on the properties or assets of such Stockholder pursuant to, any Contractnote, bond, mortgage, indenture, contract, agreement, instrumentlease, undertakinglicense, Lawpermit, orderfranchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its properties is bound, injunction, determination or award binding except for any thereof that would not result in the imposition of a lien on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights 's Shares or losses that, individually or in the aggregate, would not (i) materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of such Stockholder's obligations under this Agreement hereunder will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, except for an amendment to the Statement on Schedule 13D filed by, among others, such Stockholder with respect to Virata. (f) There is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis. (g) Except as set forth on Schedule I hereto or as otherwise provided herein, (i) such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder; (ii) prevent such Stockholder has not appointed or delay the consummation granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) such Stockholder has sole voting power and sole power of any disposition with respect to all of such Stockholder's Existing Shares, with no restrictions on such Stockholder's rights of disposition pertaining thereto. The Existing Shares constitute all of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance shares of Virata Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as listed on Schedule 1 and except for the preferred stock purchase rights associated with such Existing Shares, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Virata 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 ActStock.

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, 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. Each Stockholderof the Stockholders hereby represents and warrants to the Yuma Parties, 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 shares of Common Stock and type of Securities Preferred 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. For purposes of this Agreement, the term “Shares” shall include any shares of Common Stock and Preferred 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, Common Stock or Preferred Stock, as the case may be (such Securities, together with “Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other Securities shares of Common Stock or other equity Preferred Stock such Stockholder may acquire or voting interests in ASC beneficially own during the beneficial ownership term of which is hereafter acquired this Agreement. (b) Such Stockholder has all requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations 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 Yuma Parties and 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) if such Stockholder is a corporation, limited liability company or limited partnership, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, certificate of limited partnership or limited partnership agreement, 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”), the NYSE American LLC (the “NYSE American”) or the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 the 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 set forth under applicable federal and state securities laws and except as specified on Schedule 2.1 heretolaws. Except as otherwise specified on Schedule 2.1 heretoAs of the date hereof, such Stockholder does not owns of record or beneficially own no shares of Common Stock or hold any rights to acquire any additional securities of ASC Preferred Stock other than (x) such Subject SharesStockholder’s Shares as set forth on Schedule A, (y) shares of Common Stock or Preferred Stock owned of record or beneficially by another Stockholder as set forth on Schedule A which may be deemed to be beneficially owned by such Stockholder, and (z) shares of Common Stock into which shares of Preferred Stock as set forth on Schedule A may convert. (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 the issuance of Yuma Parties are entering into the Common Stock Restructuring 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 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 Stockholderof the Stockholders hereby represents and warrants to PEDEVCO, 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 and unless otherwise indicated, the record and beneficial owner of the number and type shares of Securities Dome 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 Dome 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 Dome 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, Dome Common Stock (“Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any Securities into other shares of Dome 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) if such Stockholder is a corporation or limited liability company, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement 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 Market (the “NYSE”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 the 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 set forth under applicable federal and state securities laws and except as specified on Schedule 2.1 heretolaws. 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 Dome 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 PEDEVCO is entering into, and causing Acquisition Subsidiary to enter into, the issuance of the Common Stock Acquisition 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 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 Stockholderof the Stockholders hereby, severally and not jointly, represents and warrantswarrants to Purchaser, as of the date hereofto itself and not any other Stockholder, 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 (i) has received and except for Subject Shares transferred reviewed a copy of the Strategic Agreement and all Exhibits thereto and consents to the transactions contemplated therein, and (ii) understands and acknowledges that Purchaser is entering into the Strategic Agreement in accordance with Section 3.1 hereof after reliance upon the date hereof, such Stockholder’s execution and delivery of this Agreement. (b) 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 Common Stock and/or Common Stock Equivalents (as may be adjusted from time to time pursuant to Section 4 hereof, the “Shares”) set forth opposite such Stockholder's ’s name on Annex Schedule A hereto (to this Agreement. For purposes of this Agreement, the term “Shares” shall include any shares of Common Stock issuable to such SecuritiesStockholder upon exercise or conversion of any existing right, together with contract, option, or warrant to purchase, or securities convertible into or exchangeable for, Common Stock that are currently or may in the future become exercisable or convertible and any other Securities or other equity or voting interests in ASC the beneficial ownership shares of which is hereafter acquired by Common Stock such Stockholder and any Securities into which such Securities may acquire 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 during the term of ASC other than such Subject Sharesthis Agreement. (bc) 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 and, if an individual, the legal capacity, 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 such Stockholder. This Agreement has been duly validly executed and delivered by such Stockholder and, assuming that this Agreement constitutes the legal, valid and binding obligation of MeriStarthe Purchaser, this Agreement constitutes a the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or 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, cancellationgenerally, or acceleration by principles governing the availability 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 herebyequitable remedies). (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 -------------------------------------------------- represents and warrants, as of the date hereof, the time of each ASC Stockholders Meeting, each Adverse Meeting warrants to Globespan 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 in accordance with Section 3.1 hereof after the date hereofIf such Stockholder is a corporation, limited liability company, partnership or trust, such Stockholder has been duly organized and is validly existing and in good standing under the sole record and beneficial owner laws of the number and type jurisdiction 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 Sharesits organization. (b) In the case of If such Stockholder is a Stockholder who is an individualcorporation, limited liability company, partnership or trust, such Stockholder is an adult, is a citizen of the United States of America has all necessary corporate power and is competent authority to execute and deliver enter into this Agreement, to carry out his or her perform its obligations hereunder and to consummate the transactions contemplated hereby. In , and the case of a Stockholder that is a corporationexecution, trust or other business organization, such Stockholder has all requisite power delivery and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery 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, corporate action on the part of such Stockholder. . (c) This Agreement has been duly executed and delivered by such Stockholder andand (assuming the valid authorization, assuming that execution and delivery of this Agreement constitutes the valid by Globespan and binding obligation of MeriStar, this Agreement constitutes Sub) is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws 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 execution and delivery of this Agreement does by such Stockholder do not, and the consummation performance of the transactions contemplated hereby and compliance with the provisions hereof this Agreement by such Stockholder 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 if such Stockholder that is a corporation corporation, limited liability company, partnership or other business organizationtrust, any conflict with or violate the organizational documents of such Stockholder, (ii) in the case of any Stockholder that is a trust, violate or conflict with or violate any term law, rule, regulation or provision of the indenture, or other governing or testamentary instrument relating order applicable to such trust Stockholder or by which any of such Stockholder's properties is bound, or (iii) conflict with, 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, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the case creation of any Stockholderlien on the properties or assets of such Stockholder pursuant to, any Contractnote, bond, mortgage, indenture, contract, agreement, instrumentlease, undertakinglicense, Lawpermit, orderfranchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its properties is bound, injunction, determination or award binding except for any thereof that would not result in the imposition of a lien on such Stockholder, other than any such conflicts, breaches, violations, defaults, obligations, rights 's Shares or losses that, individually or in the aggregate, would not (i) materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of such Stockholder's obligations under this Agreement hereunder will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, except for an amendment to the Statement on Schedule 13D filed by, among others, such Stockholder with respect to Virata. (f) There is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder at law or in equity before or by any Governmental Entity that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or law to which such Stockholder is subject that could reasonably be expected to materially impair the ability of such Stockholder to perform its obligations hereunder on a timely basis. (g) Except as set forth on Schedule I hereto or as otherwise provided herein, (i) such Stockholder's Existing Shares are owned beneficially and of record by such Stockholder; (ii) prevent such Stockholder has not appointed or delay the consummation granted any proxy which is still effective with respect to any Shares other than as provided in this Agreement; and (iii) such Stockholder has sole voting power and sole power of any disposition with respect to all of such Stockholder's Existing Shares, with no restrictions on such Stockholder's rights of disposition pertaining thereto. The Existing Shares constitute all of the transactions contemplated hereby. (d) Each Stockholder understands and acknowledges that the issuance shares of Virata Common Stock owned of record or beneficially by such Stockholder. All of the Existing Shares are issued and outstanding and, except as listed on Schedule 1 and except for the preferred stock purchase rights associated with such Existing Shares, such Stockholder does not own, of record or beneficially, any warrants, options, convertible securities or other rights to acquire any shares of Virata 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 ActStock.

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 ’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 (i) in the case of a Stockholder that is a corporation or other business organization, any organizational documents of regarding 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 represents and warrants to Parent and Subsidiary, 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 of Securities shares of capital stock of the Company (as may be adjusted from time to time pursuant to Section 7 hereof, the "Shares") set forth opposite the Stockholder's name on Annex I hereto. On the date hereof, the Shares opposite such Stockholder's name on Annex A hereto I constitute all of the Shares owned by such Stockholders. Such Stockholder has the exclusive right to vote or dispose of (or exercise the voting or disposition of) such SecuritiesShares. (b) If such Stockholder is an individual, together with such Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (c) If such Stockholder is a corporation, general partnership, limited partnership, limited liability company or any other Securities corporate entity, such Stockholder is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, and such Stockholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all corporate, partnership or other equity action necessary to authorize the execution, delivery and performance of this Agreement. (d) This Agreement has been duly authorized by all requisite action (corporate, partnership or voting interests in ASC other) on the beneficial ownership part of which is hereafter acquired such Stockholder, has been validly executed and delivered by such Stockholder and any Securities into which constitutes the legal, valid and binding obligation of such Securities Stockholder, enforceable against such Stockholder in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or voting interests are convertedat law). (e) The execution and delivery of this Agreement by such Stockholder do not, being collectively referred to herein as and the performance by such Stockholder of such Stockholder's "Subject Shares"obligations under this Agreement will not, (i) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of such Stockholder under, any of the terms, conditions or provisions of (A) the certificates of articles of incorporation or by laws (or other comparable organizational documents) of (x) any law or order of any Governmental Authority applicable to such Stockholder or any of such Stockholder's assets or properties, or (y) any contract to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets or properties is bound, or (ii) require any filing by such Stockholder with, or any permit, authorization, consent or approval of, any Governmental Authority or any third party. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is a trustee whose consent is required for the execution and has full, unrestricted delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby. (f) The Shares 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 liens, 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 set forth under applicable securities laws hereunder, 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 equityany preemptive rights. (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 represents and warrants to the Yuma Parties, 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 shares of Common Stock and type of Securities Preferred 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. For purposes of this Agreement, the term “Shares” shall include any shares of Common Stock and Preferred 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, Common Stock or Preferred Stock, as the case may be (such Securities, together with “Stockholder Rights”) that are currently exercisable or convertible or become exercisable or convertible and any other Securities shares of Common Stock or other equity Preferred Stock such Stockholder may acquire or voting interests in ASC beneficially own during the beneficial ownership term of which is hereafter acquired this Agreement. (b) Such Stockholder has all requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations 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 Yuma Parties and 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) if such Stockholder is a corporation, limited liability company or limited partnership, conflict with the certificate or articles of incorporation, certificate of formation or limited liability company agreement or bylaws, certificate of limited partnership or limited partnership agreement, 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”), the NYSE American LLC (the “NYSE American”) or the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 the 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 set forth under applicable federal and state securities laws and except as specified on Schedule 2.1 heretolaws. Except as otherwise specified on Schedule 2.1 heretoAs of the date hereof, such Stockholder does not owns of record or beneficially own no shares of Common Stock or hold any rights to acquire any additional securities of ASC Preferred Stock other than (x) such Subject SharesStockholder’s Shares as set forth on Schedule A, (y) shares of Common Stock or Preferred Stock owned of record or beneficially by another Stockholder as set forth on Schedule A which may be deemed to be beneficially owned by such Stockholder, and (z) shares of Common Stock into which shares of Preferred Stock as set forth on Schedule A may convert. (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 the issuance of Yuma Parties are entering into the Common Stock Restructuring 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.