CASH 2018 Special Proxy Statement

AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is dated as of January 9, 2018, by and among Meta Financial Group, Inc., a Delaware corporation (“ Buyer ”), MetaBank, a federally chartered stock savings bank and a wholly-owned subsidiary of Buyer (“ Buyer Bank ” and, together with Buyer, sometimes referred to herein as the “ Buyer Parties ”), Crestmark Bancorp, Inc. a Michigan corporation (“ Company ”), and Crestmark Bank, a Michigan state-chartered bank and wholly-owned subsidiary of Company (“ Company Bank ” and, together with Company, sometimes referred to herein as the “ Company Parties ”). WITNESSETH WHEREAS , the respective boards of directors of each of the Buyer Parties and each of the Company Parties have each (i) determined that this Agreement and the business combination and related transactions contemplated hereby are fair to, and in the best interests of, their respective entities, shareholders and stockholders and (ii) determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, their respective business strategies; WHEREAS , in accordance with the terms, and subject to the conditions, of this Agreement, (i) Company will merge with and into Buyer, with Buyer as the surviving entity (the “ Merger ”), and immediately thereafter, pursuant to the Bank Merger Agreement (as defined below) (ii) Company Bank will merge with and into Buyer Bank, with Buyer Bank as the surviving entity (the “ Bank Merger ”); WHEREAS , for federal income tax purposes, it is intended that (i) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), (ii) this Agreement shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and (iii) each party to this Agreement shall be a party to such reorganization within the meaning of Section 368(b) of the Code; WHEREAS , as a material inducement and as additional consideration to Buyer to enter into this Agreement, certain officers, directors and shareholders of Company have entered into voting agreements with Buyer dated as of the date hereof, the form of which is attached hereto as Exhibit A (each a “ Voting Agreement ” and collectively, the “ Voting Agreements ”), pursuant to which each such Person has agreed, among other things, to vote all Company Common Shares (as defined below) owned by such Person in favor of the approval of this Agreement and the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement; WHEREAS , the parties desire to make certain representations, warranties and agreements in connection with the transactions described in this Agreement and to prescribe certain conditions thereto; and WHEREAS , the parties desire that capitalized terms used herein shall have the definitions ascribed to such terms when they are first used herein or as otherwise specified in Article 8 hereof. NOW, THEREFORE , in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. THE MERGER Section 1.01. The Merger . Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Company shall merge with and into Buyer in accordance with the DGCL and the MBCA. Upon A-1