Letter Agreement-Morgan Joseph & Co. Inc. and Michael C. Azar



 Exhibit 10.2 
  
 MICHAEL C. AZAR LETTER AGREEMENT 
  
 As of April 15, 2005 
  
 Oakmont Acquisition Corp. 
 33 Bloomfield Hills Parkway, Suite 240 

Bloomfield Hills, MI 48304 
  
 Morgan Joseph & Co. Inc. 
 600 Fifth Avenue, 19th Floor 
 New York, New York 10020 
  
 Re: Initial Public
Offering 
  
 Gentlemen: 
  
 The undersigned officer and director and stockholder of Oakmont Acquisition
Corp. (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public
offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof): 
  
 1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares. 
  
 2. The undersigned will escrow his Insider Shares for the three year period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow agent acceptable to the Company. 
  
 3. In the event that the Company fails to consummate a Business Combination within 18 months from the effective date (“Effective
Date”) of the registration statement relating to the IPO (or 24 months under the circumstances described in the prospectus relating to the IPO), the undersigned will take all reasonable actions within his power to cause the Company to
liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Fund (as defined in the Letter of Intent)
with respect to his Insider Shares and waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason
whatsoever. The undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject to as a result of any claim by any vendor that is owed money by the Company for services
rendered or products sold but only to the extent necessary to ensure that such loss, liability, claim, damage or expenses does not reduce the amount in the Trust Fund. 







 4. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the
undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business
Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary obligations the undersigned might have. 
  
 5. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Morgan Joseph that the business
combination is fair to the Company’s stockholders from a financial perspective. 
  
 6. Neither the undersigned, any member of the family of the undersigned, or any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination. 
  
 7. The undersigned agrees to be President, Secretary and a director of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and Morgan Joseph and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s Questionnaire furnished to
the Company and Morgan Joseph and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants that: 
  

	 	(a)	he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; 

  

	 	(b)	he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii)
pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and 

  

	 	(c)	he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. 

  
 8. The undersigned has
full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as President, Secretary and a director of the Company. 
  
 9. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be
entitled to receive and will not accept any compensation for 







 services rendered to the Company prior to the consummation of the Business Combination; provided that commencing on the
Effective Date, Quantum Value Management, LLC (“Related Party”), shall be allowed to charge the Company an allocable share of Related Party’s overhead, $7,500 per month, to compensate it for certain limited
administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Bloomfield Hills, Michigan, that it will provide to the Company. Related Party and the undersigned shall also be
entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. 
  
 10. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to Morgan Joseph and its legal
representatives or agents (including any investigative search firm retained by Morgan Joseph) any information they may have about the undersigned’s background and finances (“Information”), purely for the purposes of the
Company’s IPO (and shall thereafter hold such information confidential). Neither Morgan Joseph nor its agents shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information and the
undersigned hereby releases them from liability for any damage whatsoever in that connection. 
  
 11. As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business
selected by the Company; (ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
Stock of the Company owned by an Insider prior to the IPO; and (iv) ”IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO. 
  

	
	 Michael C. Azar


	 Print Name of Insider

	  
 /s/ Michael C.
Azar


	 Signature










 EXHIBIT A 
  

BIOGRAPHY 
  
 Michael C. Azar has been our President, Secretary and a Director since our inception. Mr. Azar is currently a Managing Director and
Principal of Quantum Value Management, LLC, the general partner of Quantum Value Partners, LP, a private equity fund. Mr. Azar has served as Vice President and General Counsel for Noble International, Ltd. since 1996. He also served as a member of
Noble’s Board of Directors from December 1996 until November 1997. Mr. Azar is also an executive officer of Veri-Tek International, Corp., a publicly traded specialty machine tool manufacturer. Prior to joining Noble, Mr. Azar was employed as
General Counsel to River Capital, Inc., an investment banking firm, from January through November 1996. From 1988 to 1995, Mr. Azar practiced law with the firm of Mason, Steinhardt, Jacobs and Perlman in Southfield, Michigan. Mr. Azar holds a B.A.
from Kalamazoo College and a J.D. from the University of Detroit.