CapStar Financial Holdings, Inc. Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT (DIRECT PURCHASERS)
Subordinated Note Purchase Agreement • June 30th, 2020 • CapStar Financial Holdings, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2020, and is made by and among CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2020 • CapStar Financial Holdings, Inc. • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 29, 2020 and is made by and among CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

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CAPSTAR FINANCIAL HOLDINGS, INC. As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of June 29, 2020 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030
Indenture • June 30th, 2020 • CapStar Financial Holdings, Inc. • State commercial banks • New York

This INDENTURE dated as of June 29, 2020 is between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and UMB Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee.

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AGREEMENT AND PLAN OF MERGER DATED AS OF January 23, 2020 BY AND BETWEEN CAPSTAR FINANCIAL HOLDINGS, INC. AND FCB CORPORATION
Merger Agreement • January 29th, 2020 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This is an Agreement and Plan of Merger (this “Agreement”), dated as of January 23, 2020, by and between CapStar Financial Holdings, Inc., a Tennessee corporation (“Purchaser”), and FCB Corporation, a Tennessee corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER by and between CAPSTAR FINANCIAL HOLDINGS, INC., and OLD NATIONAL BANCORP Dated as of October 26, 2023
Merger Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks • Indiana

AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2023 (this “Agreement”), by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”) and Old National Bancorp, an Indiana corporation (“Parent”).

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CHANGE IN CONTROL CONTINUITY AGREEMENT
Change in Control Continuity Agreement • November 3rd, 2022 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS Change in Control CONTINUITY AGREEMENT (this “Agreement”) is made and entered into, as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Ken Webb (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2022 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Ken Webb (“Executive”).

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SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 4th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 28th day of December, 2018 (the “Effective Date”), between CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Bank,” and Christopher Tietz, hereinafter referred to as “Executive.”

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●] Shares CAPSTAR FINANCIAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • New York
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FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 4th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 28th day of December, 2018 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company”) and CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, (the “Bank”) (the Company and Bank together referred to herein as “CapStar”) and Robert Anderson, hereinafter referred to as “Executive.”

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CAPSTAR FINANCIAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 7th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS AGREEMENT is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Timothy K. Schools (the “Participant”) on this the 22nd day of May, 2019.

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AGREEMENT AND PLAN OF SHARE EXCHANGE
Share Exchange Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Agreement”) is executed and delivered as of December 1, 2015, by and between CAPSTAR FINANCIAL HOLDINGS, INC., a Tennessee corporation (“Holding Company”), and CAPSTAR BANK, a Tennessee-chartered banking corporation (“Bank”), for the purpose of effecting a statutory share exchange to facilitate the formation of a one-bank holding company that will own all of the issued and outstanding shares of Bank.

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CAPSTAR BANK COMMON STOCK PURCHASE WARRANT AGREEMENT
Common Stock Purchase Warrant Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

(the “Grantee”), who is the Registered Holder of Capstar Common Stock, shares of Qualifying Common Stock the right to purchase, at any time and from time to time, until 5:00 p.m. Central Time on the Expiration Date (defined below), up to shares of Common Stock on the terms and subject to the conditions set forth below.

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FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) made and entered into on this 27th day of June, 2016 (the “Effective Date”), between CapStar Financial Holdings, Inc., a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Company” and Claire W. Tucker, hereinafter referred to as “Executive.”

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CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of , 20 .

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CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 4th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Christopher Tietz (the “Participant”) on December 28, 2018.

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CAPSTAR FINANCIAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS AGREEMENT is made between CapStar Financial Holdings, Inc., a Tennessee corporation (hereinafter the “Company”), and [name] (hereinafter the “Participant”).

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FORM OF SHAREHOLDER VOTING AGREEMENT
Shareholder Voting Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks • Indiana

The undersigned, being a shareholder of CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), hereby acknowledges that the Company and Old National Bancorp, an Indiana corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of the same date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which the Company will be merged with and into Parent (the “Merger”). A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the same meanings assigned to them in the Merger Agreement.

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CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of April, 2016.

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into as of August 15, 2016 (the “Effective Date”), by and among CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Dale W. Polley, an individual residing in the state of Tennessee (“Consultant”). The Company and Consultant are referred to herein collectively as the “Parties” and each as a “Party”.

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SETTLEMENT AGREEMENT
Settlement Agreement • July 24th, 2020 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Settlement Agreement (“Agreement”) is made this 23rd day of July 2020 (the “Effective Date”), by and between CapStar Financial Holdings, Inc. (“CapStar”) and Gaylon M. Lawrence, Jr. (“Lawrence”) (each a “Party” and, collectively, the “Parties”).

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THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 13th, 2022 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") made and entered into on this 14 day of September, 2021 (the "Effective Date"), between CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as "Bank," and Christopher Tietz, hereinafter referred to as "Executive."

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AMENDMENT TO THE SEVENTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 4th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks

THIS AMENDMENT to the Seventh Amended And Restated Employment Agreement (the “Agreement”) made and entered into on this 28th day of December, 2018 (the “Effective Date”), between CapStar Financial Holdings, Inc., a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Company” and Claire W. Tucker, hereinafter referred to as “Executive.”

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Contract
Supplemental Indenture • April 2nd, 2024 • CapStar Financial Holdings, Inc. • State commercial banks • New York

SUPPLEMENTAL INDENTURE No. 1, dated as of April 1, 2024 (this “Supplemental Indenture”), by and among CAPSTAR FINANCIAL HOLDINGS, INC., a Tennessee corporation (the “Company”) OLD NATIONAL BANCORP, an Indiana corporation (the “Successor Company”), and UMB BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

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SEVENTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 2nd, 2018 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) made and entered into on this 26th day of April, 2018 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company”) and CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, (the “Bank”) (the Company and Bank together referred to herein as “CapStar”) and Claire W. Tucker, hereinafter referred to as “Executive.”

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 17th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into as of this 13th day of May, 2019 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company”) and CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, (the “Bank”) (the Company and Bank together referred to herein as “CapStar”) and Timothy K. Schools, hereinafter referred to as “Executive.”

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • February 11th, 2022 • CapStar Financial Holdings, Inc. • State commercial banks

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Denis J. Duncan (“Employee”) and CapStar Bank (“Company”) with respect to Employee’s separation of employment with the Company.

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EIGHTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 17th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS EIGHTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) made and entered into on this 13th day of May, 2019 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company” or “CapStar”) and Claire W. Tucker, hereinafter referred to as “Executive.”

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CHANGE IN CONTROL CONTINUITY AGREEMENT First Amendment
Change in Control Continuity Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks

THIS AMENDMENT CHANGE IN CONTROL CONTINUITY AGREEMENT (this “Amendment”) is made and entered into, as of October 26, 2023, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Timothy K. Schools (“Executive”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 9th, 2019 • CapStar Financial Holdings, Inc. • State commercial banks • Delaware

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 9, 2019, by and among Corsair III Financial Services Capital Partners, L.P., a Delaware limited partnership, and Corsair III Financial Services Offshore 892 Partners, L.P., a Cayman exempted limited partnership (each, a “Seller” and, collectively, the “Sellers”), CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and those directors and officers of the Company identified on Schedule I hereto (collectively, the “Company Insiders” and, together with the Company, the “Purchasers”).

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TERMINATION AGREEMENT
Termination Agreement • April 26th, 2017 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Termination Agreement (this “Agreement”) is entered into effective as of April 26, 2017 (the “Effective Date”) by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Dale W. Polley, an individual residing in the state of Tennessee (“Consultant”). The Company and Consultant are referred to herein collectively as the “Parties” and each as a “Party”.

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December 13, 2023 Dear Tim,
Change in Control Continuity Agreement • December 13th, 2023 • CapStar Financial Holdings, Inc. • State commercial banks

This letter agreement (this “Letter Agreement”) memorializes our recent discussions concerning tax planning for you, CapStar Financial Holdings, a Tennessee corporation (the “Company”) and CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) in connection with the anticipated consummation in 2024 of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 26, 2023, by and between the Company and Old National Bancorp (“Parent,” and such agreement, the “Merger Agreement”), pursuant to which the Company shall merge with and into Parent (the “Merger”). On the terms set forth in this Letter Agreement, CapStar shall accelerate into 2023 the amounts contemplated by Sections 3 and 4 of the amendment, dated October 26, 2023, to the Change in Control Continuity Agreement by and among the Company, the Bank and you, dated April 21, 2022 (such agreement, as amended, the

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SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of August 22, 2016 among CAPSTAR FINANCIAL HOLDINGS, INC., CAPSTAR BANK, CORSAIR III FINANCIAL SERVICES CAPITAL PARTNERS, L.P., CORSAIR III FINANCIAL SERVICES OFFSHORE 892 PARTNERS, L.P.,...
Shareholder Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of August 22, 2016 among (i) CapStar Financial Holdings, Inc., a Tennessee corporation (the “Holding Company”), (ii) CapStar Bank, a Tennessee commercial bank (the “Bank”), (iii) Corsair III Financial Services Capital Partners, L.P., a Delaware limited partnership, and Corsair III Financial Services Offshore 892 Partners, L.P., a Cayman exempted limited partnership (each, a “Corsair Fund” and, collectively, the “Corsair Funds”), (iv) North Dakota Investors, LLC, a Delaware limited liability company (“Newco” and, together with the Corsair Funds, the “Corsair Investors”) and (v) certain other Persons listed on the signature pages hereof (the “Other Shareholders”). “Corsair Investors” shall mean, if such entities or persons shall have Transferred any of their “Holding Company Securities” to any of their respective “Corsair Investor Transferees” (as such terms are defined below), such entities or persons and su

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October 26, 2023 Dear Ken,
Employment Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks

This letter agreement (this “Letter Agreement”) memorializes our discussions and agreement concerning certain modifications to (a) the Employment Agreement, entered into as of June 1, 2022, by and among CapStar Financial Holdings (the “Company”), CapStar Bank (the “Bank”) and you (the “Employment Agreement”) and (b) the Change in Control Continuity Agreement, entered into as of June 1, 2022, by and among the Company, the Bank and you (the “CIC Agreement”).

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SIXTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 2nd, 2018 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) made and entered into on this 26th day of April, 2018 (the “Effective Date”), between CapStar Financial Holdings, Inc., a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Company” and Claire W. Tucker, hereinafter referred to as “Executive.”

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