CASH 2018 Special Proxy Statement

Section 9.04. Governing Law; Choice of Forum; Waiver of Right to Trial by Jury; Process Agent. (a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to the conflicts of Law rules of such state. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily, and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.04. Section 9.05. Expenses . Except as otherwise provided in Section 7.02, each party hereto will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. Notwithstanding the foregoing, if any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses (including all such fees, Taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include paralegal fees, investigative fees, administrative costs and all other charges billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts). Section 9.06. Notices . All notices, requests and other communications hereunder to a party, shall be in writing and shall be deemed properly given if delivered (a) personally, (b) by properly addressed electronic mail delivery (with confirmation of delivery receipt), or (c) by reputable courier service to such party at its address set forth below, or at such other address or addresses as such party may specify from time to time by notice in like manner to the parties hereto. All notices shall be deemed effective upon delivery. If to Buyer or Buyer Bank: With a copy (which shall not constitute notice) to: Meta Financial Group, Inc. Katten Muchin Rosenman LLP 5501 South Broadband Lane 2900 K Street NW North Tower – Suite 200 Sioux Falls, South Dakota 57108 Washington, D.C., 20007-5118 Attn: Glen Herrick, EVP Attn: Mara Glaser McCahan & Chief Financial Officer Email: mara.glaser-mccahan@kattenlaw.com Email: gherrick@metabank.com If to Company or Company Bank: With a copy (which shall not constitute notice) to: Crestmark Bancorp, Inc. Dickinson Wright PLLC 5480 Corporate Drive, Suite 350 2600 W. Big Beaver Rd. Suite 300 Troy, MI 48098 Troy, MI 48084 Attn: W. David Tull Attn: Michael R. Kramer Email: dtull@Crestmark.com Email: mkramer@dickinson-wright.com Section 9.07. Entire Agreement ; No Third Party Beneficiaries . This Agreement (including the exhibits and schedules hereto) represent the entire agreement of the parties hereto and thereto with reference to the A-74