CASH 2018 Special Proxy Statement

Appendix B SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “ Agreement ”) is entered into as of January 9, 2018, by and between the undersigned holder (“ Shareholder ”) of Common Shares (as defined below) and Meta Financial Group, Inc., a Delaware corporation (“ Buyer ”). RECITALS WHEREAS , as of the date hereof, Shareholder “ beneficially owns ” (as such term, along with “ owns beneficially ”, “ beneficial ownership ” and other like terms, is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of voting common shares, no par value per share (the “ Common Shares ”) of Crestmark Bancorp, Inc. a Michigan corporation (“ Company ”) indicated on the signature page of this Agreement under the heading “Total Number of Common Shares” (the “ Original Shares ” and together with any additional shares of Common Shares pursuant to Section 5 hereof, the “ Shares ”); WHEREAS , Company, Buyer, Crestmark Bank, a Michigan state-chartered bank and wholly-owned subsidiary of Company, and MetaBank, a federally chartered stock savings bank and a wholly-owned subsidiary of Buyer have entered or will enter into an Agreement and Plan of Merger, dated as of the date hereof (the “ Merger Agreement ”), pursuant to which, among other things, Company will merge with and into Buyer (the “ Merger ”); and WHEREAS , as a condition to the willingness of Buyer to enter into the Merger Agreement, Buyer has required Shareholder to execute and deliver this Agreement. NOW, THEREFORE , in consideration of, and as a material inducement to, Buyer entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration of the expenses incurred and to be incurred by Buyer in connection therewith, Shareholder and Buyer, intending to be legally bound, hereby agree as follows: 1. Definitions . For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. 2. Representations and Warranties of Shareholder . Shareholder represents and warrants to and agrees with Buyer as follows: (a) Shareholder is the beneficial owner or record owner of the Shares free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects, or encumbrances, except as otherwise disclosed on Schedule 2(a) attached hereto. Shareholder does not own, of record or beneficially, any shares of capital stock of Company other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional Common Shares or any security exercisable for or convertible into Common Shares, set forth on the signature page of this Agreement (collectively, the “ Options ”). (b) Shareholder has full power and authority to (i) make, enter into, and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any governmental body), except as otherwise disclosed on Schedule 2(b) attached hereto. (c) This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder enforceable against Shareholder in accordance with its terms. The execution and delivery of this Agreement and the performance by Shareholder of the agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a B-1