X0206 3 2016-09-21 0 0001676479 CapStar Financial Holdings, Inc. CSTR 0001685123 North Dakota Investors LLC 1930 BURNT BOAT DR. BISMARCK ND 58507 0 0 1 0 Common Stock 250000 D Series A Preferred Stock 10.25 Common Stock 731707 D Warrants 10.25 2008-07-14 2018-07-14 Common Stock 250000 D Pursuant to the Charter of the Issuer, Series A Preferred Stock is convertible into common stock, at the option of the holder, upon the earlier to occur of (i) a firm commitment, underwritten public offering of our capital stock representing at least 20% of the shares of the outstanding common stock of the Issuer, or, when taken together with other prior underwritten public offerings of the Issuer's common stock, results in at least 20% in aggregate of shares of the Issuer's outstanding common stock having been publicly offered in such offerings (in each case, after giving effect to such offering), or (ii) transfers or proposed transfers of the Issuer's common stock by one or more of certain of the Issuer's organizers and directors or any of their respective affiliates in an aggregate amount that equals or exceeds 20% of the outstanding shares of the Issuer's common stock. /s/ David Hunter, Executive Director/CIO of North Dakota State Investment Board, its managing member 2016-09-21