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Exhibit 10.2    
    


[Insert
Date] 


Capstar
Acquisition Corp.

600 Congress Avenue, Suite 1400

Austin, Texas 78701



Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, New York 10036

Attn: Assistant General Counsel 



	Re:
	Initial Public Offering




Ladies
and Gentlemen: 


        This
letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and
between Capstar Acquisition Corp., a Delaware corporation (the "Company"), and Lazard Capital Markets LLC, as representative of the several underwriters
(the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of
20,000,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the
"Common Stock"), and one warrant exercisable for one share of Common Stock (each, a "Warrant"). The
Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the
"Prospectus") filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph 9
hereof. 


        In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Capstar Acquisition Management, LP (the "Sponsor") hereby agrees with the Company as follows: 


        1.     The
Sponsor agrees that in connection with any proposed Business Combination, it (i) shall vote all shares of Founders' Common Stock owned by it in accordance with
the majority of the votes cast by the Public Stockholders and in favor of an amendment to the Company's Certificate of Incorporation providing for the Company's perpetual existence in connection with
a vote to approve a proposed Business Combination, and (ii) shall vote any shares acquired by it in the Offering or the secondary public market in favor of any proposed Business Combination and
in favor of an amendment to the Company's Certificate of Incorporation providing for the Company's perpetual existence in connection with a vote to approve a proposed Business Combination. For the
avoidance of doubt, the Sponsor also acknowledges and agrees that it will not have any conversion rights with respect to the Founders' Common Stock owned by the Sponsor in the event a Business
Combination is approved by the Public Stockholders. 


        2.     The
Sponsor hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months after the date of the final Prospectus
relating to the Offering, the Sponsor shall take all reasonable steps to (a) cause the Trust Account to be liquidated and distributed to the holders of Common Stock purchased in the Offering
and (b) cause the Company to be dissolved and liquidated as soon as reasonably practicable. The Sponsor agrees that in connection with any cessation of the corporate existence of the Company,
it will take all reasonable steps to cause the Company to adopt a plan of dissolution and distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware
or any successor provision thereto. The undersigned hereby waives any claim the undersigned may have in the future against the Trust Account, and will not seek recourse against the funds held in or
distributed from the Trust Account prior to our initial business combination, in either case on account of, or arising out of, any contracts or agreements with the Company. 







 



        3.     The
Sponsor hereby waives any right, title, interest or claim of any kind in or to any distributions of the Trust Account as a result of any liquidation of the Company
with respect to the Founders' Common Stock and the Sponsors' Warrants. The Sponsor hereby waives any rights set forth in the Company's Certificate of Incorporation to demand conversion of the
Founders' Common Stock in the event a Business Combination is approved by the Public Stockholders. 


        4.     To
the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 3,000,000 Units of the Company (as described in the
Prospectus), the Sponsor agrees that it shall return to the Company for cancellation, at no cost, a number of shares of Founders' Common Stock held by the Sponsor determined by multiplying  
[                        ] by a fraction, (i) the numerator of which is 3,000,000 minus the number of
shares of Common Stock
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. 


        5.     (a)    Until
30 days after the completion of a Business Combination in the case of the Sponsor Warrants, until 12 months after the completion of a
Business Combination in the case of the Founders' Common Stock and until 180 days after the completion of a Business Combination in all other cases (each a
"Lock-Up Period" and together the "Lock-Up Periods"), the Sponsor shall not,
except as described in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC promulgated thereunder, with respect to the Founders' Common Stock, Sponsor Warrants, any Units acquired in the Offering and the Common Stock
and Warrants comprising the Units, the Common Stock issuable upon exercise of the Sponsor Warrants or Warrants or any securities convertible into or exercisable or exchangeable for Common Stock or
such Warrants or other rights to purchase Common Stock or any such securities (the "Offering Securities"), (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Offering Securities, whether any such transaction is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). 


        (b)   Notwithstanding
the foregoing, the Sponsor may transfer its Offering Securities (i) to the Company's officers or directors, any affiliates or family members of
any of the Company's officers or directors or any affiliates of the Sponsor; (ii) by virtue of the laws of the state of Texas or the Sponsor's limited partnership agreement upon dissolution of
the Sponsor; (iii) in the event of the Company's liquidation prior to its completion of a Business Combination; or (iv) in the event of the Company's consummation of a liquidation,
merger, stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the Company's consummation of a Business Combination; provided, however, that the
permissive transfers set forth above may be implemented only upon the respective transferee's written agreement to be bound by the terms and conditions of this Letter Agreement. During the applicable
Lock-Up Period, neither the Sponsor nor any of their respective transferees shall grant a security interest in any of the Securities. 


        (c)   Further,
the Sponsor agrees that after the applicable Lock-Up Period has elapsed, the Offering Securities shall only be transferable or saleable pursuant to
a sale registered under the U.S. Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company and the Sponsor each acknowledge that pursuant to a
Registration Rights Agreement between the Company, the Sponsor and certain directors of the Company, the Sponsor may request that a registration statement relating to the Offering Securities be filed
with the Securities Exchange Commission prior to the end of the applicable Lock-Up Period; provided that such registration statement does
not become effective prior to the end of the applicable Lock-Up Period. 


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        (d)   The
Sponsor and the Company understand and agree that the transfer restrictions set forth in this Section 5 shall supercede any and all transfer restrictions
relating to the Founders' Common Stock and Sponsor's Warrants set forth in that certain Stock Purchase Agreement, effective as of October 25, 2007, between the Company and the Sponsor and that
certain Sponsors' Warrant Subscription Agreement, effective as of November 1, 2007 between the Company and the Sponsor. 


        6.     (a)    Neither
the Sponsor nor any affiliate of the Sponsor will be entitled to receive, and no such person will accept, any finder's fee, reimbursement or cash
payment from the Company for services rendered to the Company prior to or in connection with the consummation of a Business Combination other than reimbursement for any
out-of-pocket expenses related to the Offering and identifying, investigating and consummating a Business Combination and up to $10,000 per month for office space,
administrative services, and secretarial support. 


        (b)   Neither
the Sponsor nor any affiliate of the Sponsor will accept a finder's fee, consulting fee or any other compensation or fees from any person or other entity in
connection with a Business Combination, other than compensation or fees that may be received for any services provided following such Business Combination. 



        7.     The
Sponsor has full right and power, without violating any agreement by which it is bound to enter into this Letter Agreement and hereby consents to being named in the
Prospectus as the Sponsor of the Company. 


        8.     The
Sponsor acknowledges and agrees that the Company will not consummate any Business Combination which involves a company that is affiliated with the Sponsor or any of
the Company's officers or directors unless the Company obtains an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority and is reasonably
acceptable to Lazard Capital Markets LLC and the approval of a majority of the Company's independent directors that the Business Combination is fair to the Public Stockholders from a financial point
of view. 


        9.     As
used herein, (i) "Business Combination" shall mean a business combination with one or more target businesses
that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in the trust account representing the underwriters' deferred
commission); (ii) "Public Stockholders" shall mean the holders of securities issued in the Offering;
(iii) "Founders' Common Stock" shall mean the 5,750,000 shares of Common Stock of the Company acquired by the Sponsor prior to the consummation
of Offering, of which an aggregate of 86,250 shares of Founders' Common Stock were subsequently transferred
on                        to James R. Huffines, Frederick G. Kraegel, and Timothy J. Lindgren;
(iv) "Sponsor Warrants" shall mean the warrants to purchase 5,000,000 shares of Common Stock of the Company that are acquired by the Sponsor
simultaneously with the consummation of the Offering; and (v) "Trust Account" shall mean the trust fund into which a portion of the net proceeds
of the Offering will be deposited. 


        10.   This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This letter
agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. No party hereto may assign either this letter agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. 


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        This
letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be
governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Texas, without giving effect to its choice of laws principles. This letter agreement shall be binding on
each of the Founder and the Sponsor and each of their respective successors, heirs, personal representatives and assigns. 



        This
letter agreement shall terminate on the earlier of (i) the expiration of the longest Lock-Up Period and (ii) the liquidation of the Company;  provided, that this letter agreement shall earlier
terminate in the event that the Offering is not consummated and closed by March 31, 2008 and  provided further that Section 4 of this Agreement shall survive such liquidation. 


[Signature page follows]


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Sincerely,
	

 	
 	

 	
 	

CAPSTAR ACQUISITION MANAGEMENT, LP
	

 	
 	

 	
 	

By:	
 	

Capstar Acquisition Management GP, LLC, its general partner
	

 	
 	

 	
 	

 	
 	

By:	
 	

 R. Steven Hicks

Sole Member
	

Acknowledged and Agreed:	
 	

 	
 	

 	
 	

 
	

CAPSTAR ACQUISITION CORP.	
 	

 	
 	

 	
 	

 
	

By:	
 	

 R. Steven Hicks

Chief Executive Officer	
 	

 	
 	

 	
 	

 




5







Exhibit A

(Attached) 







Exhibit B

(Attached) 











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Exhibit 10.2