CASH 2018 Special Proxy Statement

Meta’s closing stock price on October 11, 2017 of $85.00, implied a purchase price of $200.00 per share. The revised LOI provided that Crestmark stock options and other common stock equivalents would be paid out in cash and included a binding 60-day exclusivity period, which required that Crestmark only negotiate a potential transaction with Meta during such time. On October 12, 2017, at the direction of Crestmark, representatives of Sandler O’Neill contacted Raymond James and indicated that Crestmark was unwilling to proceed with an exchange ratio of 2.353. Representatives of Sandler O’Neill, in consideration of the respective parties’ goals of maximizing shareholder value, expressed to Raymond James and Meta that an exchange ratio of between 2.85 and 2.90 may satisfy such objectives. From October 12 to October 16, 2017, negotiations between Meta and Crestmark continued. On October 16, 2017, Meta sent to Crestmark a revised LOI, increasing the fixed exchange ratio from 2.353 to 2.65 shares of Meta Common Stock for each share of Crestmark common stock, which, based on the October 13, 2017 closing price of Meta’s common stock of $80.10, implied a purchase price of $212.27 per share and an aggregate deal value of approximately $279 million. On the same day, Crestmark convened a meeting of its board of directors at which representatives of Sandler O’Neill discussed the financial terms of Meta’s revised proposal with the Crestmark board. Representatives of Dickinson were also present and explained to the Crestmark directors their fiduciary duties in connection with their review and consideration of the proposed transaction with Meta and the proposed deal process. The Crestmark board discussed the financial terms of Meta’s proposal and the expected impact on Crestmark and its shareholders, employees and other constituencies. At the conclusion of the meeting, the Crestmark board approved, and Crestmark executed, the LOI. On October 23, 2017, Mr. Herrick provided the signed LOI to the boards of directors of Meta and MetaBank. Mr. Herrick also provided an update on the preliminary due diligence, discussed Meta’s plan for due diligence, and identified the outside advisors and consultants Meta intended to use to assist with due diligence. During October, November and December 2017, Meta conducted extensive due diligence, through face-to-face meetings and conference calls with select officers of Crestmark, as well as Meta’s accountants and legal advisors. Meta’s due diligence review encompassed both public and non-public information related to Crestmark, including financial, credit, operational, regulatory and compliance, corporate and legal due diligence. During October, November and December 2017, Crestmark conducted extensive reverse due diligence on Meta, focusing on understanding Meta’s lines of business, larger credit exposures, acquisition and integration history and stock transactions. Crestmark’s due diligence of Meta also evaluated Meta’s regulatory relationships, tax lending business and customer relationships. On November 27, 2017, Mr. Herrick provided the boards of directors of Meta and MetaBank with an update on the status of the potential acquisition of Crestmark. The boards had extensive discussions on the due diligence process and the proposed terms of the definitive transaction documents. On November 28, 2017, Messrs. Haahr and Herrick met with Messrs. Tull and Goik to discuss certain details surrounding the merger, including personnel and reporting structures for the combined company following the consummation of the proposed merger. Throughout the months of November and December 2017, the parties negotiated various drafts of the transaction documents. Katten Muchin Rosenman LLP (“Katten”), counsel for Meta, coordinated the review and comments of the proposed documents by Meta and Meta’s officers and directors. Dickinson coordinated the review and comments of the proposed documents by Crestmark and Crestmark’s officers and directors and certain shareholders owning in excess of 5% of the common stock of Crestmark, who were asked to enter into a voting agreement to support the transaction. On December 20, 2017, the boards of directors of Meta and MetaBank met. Mr. Herrick provided the boards with an update on the completed due diligence. Katten discussed with the boards their fiduciary duties in 42