CASH 2018 Special Proxy Statement

During the weeks of July 24 through August 1, 2017, Crestmark management held meetings and discussions with four additional potential acquirers, three of which were in-person meetings. On August 11, 2017, one of the potential acquirers, Company A, orally expressed its interest regarding a potential acquisition of Crestmark. On August 18, 2017, Meta engaged Raymond James & Associates, Inc. (“Raymond James”) to serve as its financial advisor with respect to the proposed transaction with Crestmark. On August 22, 2017, Crestmark entered into a reciprocal NDA with Meta relating to Meta’s confidential information, and began reverse due diligence on Meta. On August 25, 2017, Meta sent a non-binding letter of intent (“LOI”) to Crestmark to acquire Crestmark at a range of $190.00 per share to $205.00 per share or $249 million to $270 million in the aggregate in an all-stock transaction based on a fixed exchange ratio to be determined at the signing of the definitive agreement. Based on Meta’s closing stock price on August 24, 2017, of $69.10, the implied exchange ratio would have been a range of 2.75 to 2.97. Meta expressed its interest in growing Crestmark’s lines of business and with minimal employee reductions, two features that were important to the Crestmark board of directors. The proposed LOI included a proposed seat on the Meta board of directors, to be filled initially by Mr. Tull, as well as the employment of Mr. Goik, by Meta as the president of a new Commercial Finance Division of Meta. The proposed LOI also included a binding 60-day exclusivity period, which required that Crestmark only negotiate a potential transaction with Meta during such time. On August 28, 2017, members of Crestmark management had discussions with representatives of Sandler O’Neill regarding the likelihood that other potential acquirers, including Company A, would pursue a transaction with Crestmark on terms more attractive than those proposed by Meta. Following those discussions, members of Crestmark management determined that the LOI presented by Meta represented a viable proposal which was a good strategic fit for Crestmark and its shareholders and elected to focus its efforts on negotiations with Meta. On August 28, 2017, the boards of directors of Meta and MetaBank met and Mr. Herrick provided background information regarding Crestmark and Crestmark Bank and the proposed transaction prepared by Raymond James for review and discussion. Mr. Herrick also updated the boards of directors on the progress of preliminary due diligence with respect to Crestmark. On September 8, 2017, at the direction of Crestmark, representatives of Sandler O’Neill contacted Raymond James and indicated Crestmark’s interest in continuing to explore a potential all-stock transaction with Meta, but that Crestmark was unwilling to execute an LOI prior to fixing the exchange ratio. In September 2017, representatives of Meta and Crestmark agreed to meet to exchange information and further explore discussions of a business combination between Meta and Crestmark with the goal of agreeing upon a fixed exchange ratio that was representative of each company’s relative contribution to the combined company. On September 25, 2017, Raymond James updated the boards of directors of Meta and MetaBank on the status of the potential transaction. On September 28 and 29, 2017, Mr. Haahr, Brad Hanson, Meta’s President, Mr. Herrick, Scott Van Horssen, Meta’s Chief Investment Officer, Mr. Tull, Mr. Goik, Jack Talkington, Crestmark’s Chief Financial Officer and other members of both teams met at the offices of Meta, in Sioux Falls, South Dakota, with representatives of Raymond James, Sandler O’Neill and Dickinson to facilitate further due diligence of Crestmark and reverse due diligence of Meta and to discuss ways that the combined company could enhance shareholder value and further assess the cultural fit between the two companies. On October 11, 2017, Meta sent Crestmark a revised LOI which provided for a fixed exchange ratio of 2.353 shares of Meta Common Stock for each outstanding share of Crestmark common stock, which, based on 41