Exhibit 10.1


 


July 1, 2020


 


Capstar Special Purpose Acquisition Corp.


405 West 14th Street


Austin, TX 78701


 


Re:        Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”),
and Citigroup Global Markets Inc., UBS Securities LLC and BTIG, LLC, as representatives (the “Representatives”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s
units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”),
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 12
hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Capstar Sponsor Group, LLC, a Delaware limited liability company (the
“Sponsor”), GCCU VI LLC, a Delaware limited liability company (“GCOF”) and
TOCU XXIX LLC, a Delaware limited liability company (“TacOpps” together with GCOF, the “Investors”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company
as follows:


 


		1.	It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor and the Investors. The Sponsor and each Insider agrees that if the Company seeks stockholder
approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote
any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any
shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender
offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its, his
or her shares of Common Stock to the Company in connection with such tender offer.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
(as defined below), including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware
law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose
any amendment to the Charter to (a) modify the substance or timing of the Company’s obligation to redeem 100% of the
Offering Shares if the Company does not complete a Business Combination within the time period set forth in the Charter or (b) with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the
Company provides Public Stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided
by the number of then outstanding Offering Shares.



 






    


    


    

 


The Sponsor and each Insider acknowledges that it, he
or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and
each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights
it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of (i) a stockholder vote to approve such Business Combination, (ii) a stockholder vote to approve
an amendment to the Charter to (a) modify the substance or timing of the Company’s obligation to redeem 100% of the
Offering Shares if the Company does not complete a Business Combination within the time period set forth in the Charter or (b) with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, or (iii) in
the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold
if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.



 


		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representatives, (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 (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (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
Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).
Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the
restrictions set forth in this paragraph 4 or paragraph 8 below, the Company shall announce the impending release or waiver by
press release through a major news service at least two business days before the effective date of the release or waiver. Any release
or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of
this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that
such terms remain in effect at the time of the transfer.



 



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		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes of
clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned,
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, 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) to which the Company may become subject as a result of any claim by (i) any third
party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent
necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public
accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser
of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions
in the value of the trust assets, less interest earned on the funds in the Trust Account which may be withdrawn to pay franchise
and income taxes, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims
under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In the event that any such executed waiver is deemed
to be unenforceable against such third party, the Indemnitor shall not be responsible to the extent of any liability for such third
party claims. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the
Company in writing that it shall undertake such defense.



 


		6.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,600,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 900,000 multiplied by a fraction, (i) the numerator of which
is 3,600,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,600,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering (assuming the Initial Stockholders do not purchase any Units in the Public Offering).



 


		7.	(a)            R. Steven Hicks hereby agrees not to participate in the formation of, or become an officer or director of, any other
any other special purpose acquisition company with a class of securities registered under the Exchange Act until the Company has
entered into a definitive agreement regarding an initial Business Combination or unless the Company has failed to complete a Business
Combination within the time period set forth in the Charter.



 


(b)            The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a),
8(a), 8(b) and 10, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that
such party may have in law or in equity, in the event of such breach.


 






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		8.	(a)            The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock
issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).



 


(b)            The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock
issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of the Company’s
initial Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares
of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)),
are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor, any affiliates of such members and
funds and accounts advised by such members; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate
of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and
distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no
greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation,
merger, capital stock exchange, reorganization 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 completion of
an initial Business Combination; provided, however, that, in the case of clauses (a) through (e) or (g), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.


 


		9.	Prior to the consummation of the initial Business Combination, the Investors shall have the right to appoint one representative
to the Board of Directors of the Company and one observer of the Board of Directors of the Company commencing on the effective
date of the registration statement on Form S-1 related to the Public Offering until the earlier to occur of (i) any Business
Combination or (ii) the Investors or their affiliates ceasing to own membership units in the Sponsor. The Sponsor agrees to
vote the Founder Shares in favor of the Investors’ appointee to the Board when the Investors’ appointee is up for election.



 


		10.	Each of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation
by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity.
The Sponsor and each Insider represents and warrants that it, he or she 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. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to the Insider’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act. Each Insider’s questionnaire furnished to the Company and the Representatives is true and accurate
in all material respects. Each Insider represents and warrants that: it, he or she 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; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 






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		11.	Except as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider,
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be
made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan
and advances up to an aggregate of $250,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor for certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company for a total of
$10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time
to time, made by the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction
costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may
be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the
Private Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		12.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or director of the Company.



 


		13.	As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder
Shares” shall mean the 6,900,000 shares of the Company’s Class B common stock, par value $0.0001 per share
(up to 900,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not
exercised in full or in part by the Underwriters), of which 5,750,000 were initially issued to the Sponsor and 1,150,000 were issued
as a stock dividend on July 1, 2020, prior to the consummation of the Public Offering; (iv) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the Warrants to purchase up to 6,800,000 shares of Common Stock of the Company (or 7,520,000 shares of Common Stock
if the over-allotment option is exercised in full by the Underwriters) that the Sponsor has agreed to purchase for an aggregate
purchase price of $6,800,000 (or $7,520,000 if the over-allotment option is exercised in full by the Underwriters), or $1.00 per
Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust account into which the net proceeds of the Public Offering and certain proceeds from the sale of the Private
Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer
to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to
or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect
any transaction specified in clause (a) or (b).



 






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		14.	Subject to the terms and conditions of this paragraph 13, if, in connection with or prior to the closing of the initial Business
Combination, the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into,
exchangeable or exercisable for equity securities other than Excluded Securities (as defined below) (such securities, “New
Equity Securities”), the Company shall first make an offer of the New Equity Securities to the Sponsor in accordance
with the following provisions of this paragraph 13 (the “Right of First Offer”):



 


(a)            Offer
Notice.


 


(i)            The
Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention
to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including
the price, pursuant to which the Company proposes to offer the New Equity Securities.


 


(ii)           The
Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall
be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).


 


(b)            Exercise
of Right of First Offer.


 


(i)            Upon
receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all
of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating
that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered
shall be binding upon delivery and irrevocable by the Sponsor.


 


(ii)            If
the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer
to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s
rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free
to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation
to the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an
agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set
forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities
within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered
to any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.


 


(c)            Excluded
Securities. For purposes hereof, the term “Excluded Securities” means any warrants issued upon the
conversion of working capital loans to the Company, if any, made by the Sponsor, an affiliate of the Sponsor or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000
of which may be convertible at the option of the lender into warrants of the post-Business Combination entity having the same terms
as the Private Placement Warrants at a price of $1.00 per warrant), and any securities issued by the Company as consideration to
any seller in the Business Combination or in satisfaction for any amounts owed by or claims against the Company.


 






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(d)            Assignment
of Right of First Offer. The Right of First Offer may be assigned in whole or in part by the Sponsor to any of its members
without the prior consent of the Company. Following any such assignment, the Company and any such assignee shall comply with the
provisions set forth in this paragraph 13 with respect to the Right of First Offer as if such assignee were a party hereto.


 


		15.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any of the Company’s directors or officers.



 


		16.	The Company shall not, without the prior consent of the Investors, (i) include the name of the Investors or any of its
affiliates in any disclosure, marketing materials, tombstones and other usages in connection with the Public Offering, otherwise
related to the activities of the Company, or in connection with the initial Business Combination or thereafter; (ii) amend
any term of the Founder Shares, including, but not limited to, the economic terms; (iii) amend any term of the Private Placement
Warrants, including, but not limited to, economic terms; or (iv) amend any terms of the Trust Account.



 


		17.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.



 


		18.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. 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. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		19.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.



 


		20.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


		21.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 






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		22.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.



 


		23.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.



 


		24.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided that paragraph 5 of this Letter Agreement shall survive such liquidation.



 






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	 	Sincerely,
	 	 
	 	Capstar
    Sponsor Group, LLC 
	 	 
	 	By:	/s/
    R. Steven Hicks
	 	 	Name:	R. Steven Hicks
	 	 	Title:	Manager
	 	 
	 	 	/s/
    R. Steven Hicks
	 	 	R. Steven Hicks
	 	 
	 	 	/s/
    Rodrigo de la Torre
	 	 	Rodrigo de la Torre
	 	 
	 	 	/s/
    Jamie Weinstein
	 	 	Jamie Weinstein
	 	 
	 	 	/s/
    Kathryn Cavanaugh
	 	 	Kathryn Cavanaugh
	 	 
	 	 	/s/
    John Ghiselli
	 	 	John Ghiselli
	 	 
	 	 	/s/
    James Whittenburg
	 	 	James Whittenburg


 


	 	GCCU VI LLC 
	 	 
	 	By:	/s/ Russell
    D. Gannaway
	 	Name:	Russell
    D. Gannaway
	 	Title:	Authorized
    Person
	 	 
	 	TOCU XXIX LLC 
	 	 
	 	By:	/s/ Russell
    D. Gannaway
	 	Name:	Russell
    D. Gannaway
	 	Title:	Authorized
    Person


 


[Signature Page to
Letter Agreement]


 



    


    


    

 


	Acknowledged
     and Agreed:
	 
	Capstar Special Purpose Acquisition Corp.
	 
	By:	/s/ R. Steven Hicks	 






	 	Name:	 R. Steven Hicks
	 	Title:	Chief Executive Officer and Chief Financial Officer  







 


[Signature Page to Letter Agreement]