CASH 2018 Special Proxy Statement

Crestmark’s mission is to add value to small- and medium-sized businesses by providing innovative financial solutions to niche markets. Crestmark’s board of directors believes that Crestmark’s success is derived primarily from the value and satisfaction provided to its stakeholders – including its clients, employees, shareholders, referral sources, regulators, and the industries and communities Crestmark serves. Crestmark’s board of directors regularly evaluates its strategic direction in light of this mission with the goal of fostering an atmosphere of creativity, flexibility, and integrity. During the latter half of 2016 through the first quarter of 2017, Crestmark held internal discussions and various meetings and conversations with investment banking firms, including Sandler O’Neill, regarding the desire to develop additional sources of capital to support Crestmark’s continued growth. These discussions centered around the relative benefits, costs and risks associated with various financing options, and the services offered by the investment banking firms. On March 20, 2017, Crestmark’s board of directors and senior management met to discuss strategic alternatives to facilitate continued growth, including raising private equity, acquiring a traditional community bank to enhance its deposit base and expand its range of services, conducting an initial public offering, or merging with a strategic partner. Representatives of Sandler O’Neill were invited to participate in the March 20, 2017 meeting and made a presentation to the Crestmark board on available capital-raising alternatives and potential merger partners. The Crestmark board determined that pursuing a strategic merger presented a compelling opportunity to further Crestmark’s mission, and directed management to further develop its analysis of strategic alternatives with a focus on identifying potential merger candidates that had similar entrepreneurial culture and complementary lines of business. On May 2 and 3, 2017, Crestmark executive management, including W. David Tull, Crestmark’s Chairman and Chief Executive Officer, and Michael “Mick” Goik, Crestmark’s Chief Operating Officer, met at an offsite meeting with representatives of Dickinson Wright PLLC (“Dickinson”), Crestmark’s outside legal counsel, and representatives of Sandler O’Neill where they identified and discussed potential transaction partners that could fit the parameters outlined by the board, and began to develop Crestmark’s confidential marketing materials. In June 2017, Crestmark began populating an online data room with information to be used for due diligence by potential acquirers. On June 29, 2017, Crestmark formally engaged Sandler O’Neill as its financial advisor. During the week of July 10, 2017, at the direction of Crestmark’s board of directors, representatives of Sandler O’Neill contacted nine potential acquirers, including Meta, and set up a series of meetings between Crestmark management and management of each of the potential acquirers. On July 13, 2017, Crestmark and Meta executed a non-disclosure agreement (“NDA”), and Meta was provided with Crestmark’s confidential marketing materials. During the weeks of July 10 through July 17, 2017, five additional NDAs were distributed to potential acquirers, four of which were executed. Three of these additional parties that signed NDAs were sent Crestmark’s confidential marketing materials and met in person with Crestmark’s management team. On July 21, 2017, management teams from Crestmark and Meta, along with representatives of Sandler O’Neill, met at Meta’s offices in Sioux Falls, South Dakota, to discuss a potential strategic partnership between Crestmark and Meta. At the meeting, Crestmark and Meta representatives reviewed Crestmark’s confidential marketing materials and discussed their respective current and historical businesses, business lines, strategic goals, corporate culture and credit quality. On July 24, 2017, the boards of directors of Meta and MetaBank met and J. Tyler Haahr, Meta’s Chairman and Chief Executive Officer, and Glen Herrick, Meta’s Chief Financial Officer, provided an update to the Meta and MetaBank boards of directors from the meeting held on July 21 with Crestmark. Following this meeting, Meta began performing preliminary due diligence on Crestmark. 40