CASH 2018 Special Proxy Statement

Following these discussions, as well as review and discussion among Crestmark’s directors, including consideration of the factors described under “—Crestmark’s Reasons for the Merger,” and consideration of the above referenced presentations, the Crestmark board of directors unanimously approved and adopted the merger agreement and the transactions contemplated thereby, and declared the merger and other transactions contemplated by the merger agreement to be advisable and in the best interests of Crestmark and its stockholders. The Crestmark board of directors then directed management and its advisors to execute the definitive merger agreement. The merger agreement and related documents were executed by the parties on January 9, 2017. The transaction was announced after market close on January 9, 2017, by a press release issued by Meta. Meta’s Reasons for the Merger and Recommendation of the Board of Meta In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of Meta common stock in connection with the merger, the Meta board of directors evaluated the merger in consultation with members of Meta’s management team as well as Meta’s financial and legal advisors, and considered a number of factors, including the following: • management’s review of the business, operations, earnings and financial condition, including capital levels and asset quality, of Crestmark; • the merger would result in the complementary combination of a low-cost deposit generator with a premier, high-margin asset generator; • the projected 65% increase in Meta’s loan portfolio, providing additional recurring interest income to complement Meta’s non-interest income revenue and reduce the seasonality of Meta’s earnings; • the opportunity for Meta to utilize its technology proficiency to drive new product development amongst Crestmark’s customer base; • the opportunity to increase growth in Crestmark’s loan portfolio with a higher loan-to-one borrower limit, a lower loan-to-deposit ratio and access to additional core deposit funding • a detailed contribution analysis; • management’s due diligence review of Crestmark and the discussions thereof with Raymond James and Katten Muchin Rosenman LLP; • the projected impact on Meta’s financial statements including the impact on earnings per share and tangible book value; • the price paid relative to the recurring earnings stream of Crestmark; • the expectation of management that Meta will maintain its strong capital ratios upon completion of the proposed Crestmark transaction; • the commitment of Crestmark’s key executives to assume leadership positions in the combined company following closing of the proposed transaction; • the expectation that minimal projected cost savings and minimal system conversions would lower integration risk; • the complementary business cultures of Meta and Crestmark; • the financial and other terms of the merger agreement, including the exchange ratio and the merger consideration, the expected tax treatment and the deal protection and termination fee provisions, which Meta reviewed with its outside financial and legal advisors; 44