0001193125-20-182481 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”).

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
CapStar Financial Holdings, Inc. • June 30th, 2020 • 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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