CASH 2018 Special Proxy Statement

and does not address any other term or aspect of the merger agreement or the merger. Raymond James’s opinion does not constitute a recommendation to Meta’s board of directors, any stockholder of Meta or any other party as to how to vote or act on any matter relating to the proposed merger or otherwise. In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things: • reviewed the financial terms and conditions of the merger as stated in the draft of the merger agreement dated as of January 5, 2018; • reviewed certain information related to the historical, current and future operations, financial condition and prospects of Meta and Crestmark made available to Raymond James by Meta or Crestmark, including, but not limited to, internal financial projections prepared by the management of Meta, for each of Meta and Crestmark for the years ending September 30, 2018 through 2022, as approved for Raymond James’s use by Meta, referred to as the “Projections”; • reviewed Meta’s and Crestmark’s recent public filings and certain other publicly available information regarding Meta and Crestmark and the industry in which they operate; • compared certain financial and operating information of Meta and Crestmark with that of certain public companies that Raymond James deemed to be relevant; • reviewed the then-current and historical market prices and trading volume for Meta’s common stock, and the then-current market prices of the publicly traded securities of certain other companies Raymond James deemed comparable to Meta; • conducted such other financial studies, analyses and inquiries and considered such other information and factors as Raymond James deemed appropriate; • reviewed and considered the pro forma financial impact of the merger on Meta based on the Projections and certain pro forma adjustments provided by the management of Meta; • reviewed a certificate addressed to Raymond James from the CFO of Meta regarding, among other things, the accuracy of the information, data and other materials (financial or otherwise) Meta or its representatives provided to or discussed with, Raymond James; and • discussed with members of the senior management of Meta and Crestmark certain information relating to the aforementioned and any other matters which Raymond James deemed relevant to its inquiry. With Meta’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Meta or Crestmark or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to verify independently, and did not so verify, any of such information. In addition, Raymond James did not make or obtain an independent appraisal or valuation of the assets or liabilities (fixed, contingent, derivative, off-balance sheet or otherwise) of Meta or Crestmark. With respect to the Projections and other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Meta’s consent, assumed that such Projections and other information and data were reasonably prepared in good faith on bases reflecting the best available estimates and judgments of management of Meta then-available, and Raymond James relied upon Meta to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James was authorized by Meta to rely upon such Projections and Raymond James expressed no view as to any such Projections or the basis of the assumptions on which they were prepared. Raymond James relied on all such information without independent verification or analysis and does not in any respect assume any responsibility or liability for the accuracy or completeness thereof. Raymond James assumed that the final form of the merger agreement, when executed by the parties thereto would be consistent in all 46