CASH 2018 Special Proxy Statement

Buyer has an adequate remedy of law or an injunction, award of specific performance, or other equitable relief is not an appropriate remedy for any reason at law in equity. (n) Notices. All notices, consents, requests, claims, and demands under this Agreement shall be in writing and shall be deemed given if (i) delivered to the appropriate address by hand or overnight courier (providing proof of delivery), or (ii) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment confirmed with a copy delivered as provided in clause (i), in each case to the parties at the following address, facsimile, or e-mail address (or at such other address, facsimile, or e-mail address for a party as shall be specified by like notice): If to Buyer: With a copy (which shall not constitute notice) to: Meta Financial Group, Inc. 5501 South Broadband Lane Sioux Falls, South Dakota 57108 Attn: Glen Herrick, EVP & Chief Financial Officer Email: gherrick@metabank.com Katten Muchin Rosenman LLP 2900 K Street NW North Tower – Suite 200 Washington, D.C., 20007-5118 Attn: Mara Glaser McCahan Email: mara.glaser-mccahan@kattenlaw.com If to Shareholder: With a copy (which shall not constitute notice) to: [see information set forth on signature page] Dickinson Wright PLLC 500 Woodward Avenue Suite 4000 Detroit MI 48226 Attn: Bernadette M. Dennehy BDennehy@dickinsonwright.com (o) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties. Signatures transmitted and received via facsimile, email in portable document format (.pdf) or other electronic means shall be treated for all purposes of this Agreement as original signatures and shall be deemed valid, binding and enforceable by and against the parties. (p) Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. (q) Construction. In this Agreement, unless a clear contrary intention appears, (i) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular section or other provision; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (iii) “or” is used in the inclusive sense of “and/or”; and (iv) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding.” (r) Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof. SIGNATURES ON THE FOLLOWING PAGE B-5