CASH 2018 Special Proxy Statement

connection with the proposed transaction, including a discussion of the Business Judgement Rule, and discussed the key terms of the proposed merger agreement with Crestmark. Raymond James provided a review of the due diligence process and status of the negotiations to date. After updates from Mr. Herrick, Katten and Raymond James, there was a lengthy discussion on the transaction and it was agreed that the management team would continue to move forward with the transaction with Crestmark. On January 8, 2017, Meta and MetaBank held a special joint meeting of the boards of directors to consider the transaction with Crestmark and the definitive transaction documents, including the merger agreement. Katten provided the boards with an overview of the directors’ fiduciary duties. During the meeting, Meta’s management and legal advisors reported on, and the Meta board of directors discussed in detail, the comprehensive due diligence process undertaken by Meta and its advisors with respect to Crestmark. Management reported favorably regarding the complementary culture and business objectives of Crestmark and Meta. Following this discussion, representatives of Raymond James reviewed the financial aspects of the proposed merger and discussed in detail their financial analyses as of the date of the meeting, including those described under “—Opinion of Meta’s Financial Advisor.” At this meeting, Raymond James delivered its oral opinion to the board, subsequently confirmed in writing, to the effect that as of January 8, 2018, and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in its opinion, the exchange ratio was fair, from a financial point of view, to Meta, as described under “—Opinion of Meta’s Financial Advisor.” After further discussion among members of Meta’s board, Katten led a comprehensive review of the definitive transaction documents, including the merger agreement, the voting agreements, the employment agreement with Mr. Goik and the schedules and exhibits that had been previously provided to each member of the board. Following extensive discussion at the special January 8, 2018 board meeting and after considering the foregoing and the proposed terms of the transaction documents, and taking into consideration the factors described under “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER— Meta’s Reasons for the Merger and Recommendations of the Board of Meta,” the board of directors of each of Meta and MetaBank, having determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, were fair to and in the best interests of Meta and its stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the exchange ratio of 2.65. The boards directed that the merger agreement be submitted to its stockholders for approval, and recommended that stockholders vote in favor of the approval of the merger agreement and the transactions contemplated thereby. On January 8, 2018, the Crestmark board of directors met with members of Crestmark’s executive management team and its financial and legal advisors to review the proposed transaction documents. Members of Crestmark’s executive management discussed with the Crestmark board of directors the strategic rationale, financial terms, consideration and integration risk for the proposed transaction with Meta. Crestmark management reported favorably regarding the complementary culture and business objectives of Meta and Crestmark. Members of Crestmark’s executive management team and representatives of Dickinson updated the Crestmark board of directors on the progression of negotiations with Meta and the material terms of the transaction documents. Representatives of Sandler O’Neill presented to the Crestmark board of directors on the financial aspects of the proposed transaction, and delivered its oral opinion to the Crestmark board of directors, which was subsequently confirmed in writing, to the effect that, as of January 8, 2018 and subject to procedures followed, assumptions made, matters considered and qualifications and limitations as described in Sandler O’Neill’s written opinion, the exchange ratio as proposed in the merger agreement was fair, from a financial point of view, to the holders of Crestmark common stock. See “—Opinion of Crestmark’s Financial Advisor.” 43