X0206 3 2016-09-21 0 0001676479 CapStar Financial Holdings, Inc. CSTR 0001408853 Corsair Capital LLC 717 FIFTH AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001359279 Corsair III Financial Services Capital Partners, L.P. 717 FIFTH AVENUE 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001359278 CORSAIR III FINANCIAL SERVICES OFFSHORE 892 PARTNERS L P 309GT UGLAND HOUSE SOUTH CHURCH ST GEORGE TOWN GRAND CAY CAY ISL E9 00000 CAYMAN ISLANDS 0 0 1 0 Common Stock 571840 I See Note Common Stock 28160 I See Note Series A Preferred Stock 10.25 Common Stock 836839 I See Note Warrants 10.25 2008-07-14 2018-07-14 Common Stock 238267 I See Note Series A Preferred Stock 10.25 Common Stock 41209 I See Note Warrants 10.25 2008-07-14 2008-07-14 Common Stock 11733 I See Note Represents securities held directly by Corsair III Financial Services Capital Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Capital Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Capital Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Offshore 892 Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. Represents securities held directly by Corsair III Financial Services Offshore 892 Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Offshore 892 Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Offshore 892 Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Capital Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. 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. Corsair Capital LLC, By: /s/ Ignacio Jayanti, its Managing Partner 2016-09-21 Corsair III Financial Services Capital Partners, L.P., By: Corsair III Management L.P., its General Partner, by: Corsair Capital LLC, its general Partner, By: /s/ Ignacio Jayanti, its Managing Partner 2016-09-21 Corsair III Financial Services Offshore 892 Partners, L.P., By: Corsair III Management L.P., its General Partner, by: Corsair Capital LLC, its general Partner, By: /s/ Ignacio Jayanti, its Managing Partner 2016-09-21