CASH 2018 Special Proxy Statement

Meta and Crestmark as of September 30, 2017. For Meta, Raymond James used the mean and median TBV and EPS multiples of the Meta Comparable Group. For Crestmark, Raymond James used the mean and median TBV and EPS multiples of the Crestmark Comparable Group. Raymond James reviewed the ranges of implied per share values and calculated a range of implied exchange ratios by dividing the higher implied per share value of Crestmark by the lower implied per share value of Meta to calculate the high implied exchange ratio, and by dividing the lower implied per share value of Crestmark by the higher implied per share value of Meta to calculate the low implied exchange ratio. The results of the selected companies analysis are summarized below: Implied Equity Value Implied Exchange Ratio Meta Crestmark Mean Median Mean Median Low/High High/Low Tangible Book Value . . . . . . . . . . . . . . . . . . . . . . 72.85 70.94 134.42 132.70 1.82x - 1.89x LTM EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97.23 94.59 277.54 284.40 2.85x - 3.01x 2018E EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115.78 110.30 386.16 424.87 3.34x - 3.85x 2019E EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127.22 123.01 381.49 409.83 3.00x - 3.33x Exchange Ratio in the Merger . . . . . . . . . . . . . . . 2.65x Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis of Meta and Crestmark by calculating, based on the Projections, the estimated present value of Meta’s and Crestmark’s respective projected free cash flows during the fiscal year ended September 30, 2018 through fiscal year ending September 30, 2022. In performing this analysis, Raymond James applied two different methodologies for calculating the terminal values for each of Meta and Crestmark. Raymond James applied a range of terminal values using (i) multiples of 13.0x to 15.0x applied to estimated 2023 earnings for Meta (2022 earnings plus 2% growth) and multiples of 12.0x to 14.0x applied to estimated 2023 earnings for Crestmark (2022 earnings plus 2% growth) and (ii) perpetual growth rates of 1.0% to 3.0% applied to estimated 2022 earnings for Meta and Crestmark. Raymond James arrived at its terminal value multiple ranges by observing the price to 2019 estimated earnings for both selected company groups. For Meta, Raymond James used discount rates ranging from 10.0% to 12.0%. For Crestmark, Raymond James used discount rates ranging from 11.5% to 13.5%. Raymond James arrived at its discount ranges by using the Modified CAPM methodology as presented in the 2017 Duff & Phelps Valuation Handbook. Raymond James reviewed the ranges of implied per share values indicated by the discounted cash flow analysis for each of Meta and Crestmark and calculated a range of implied exchange ratios by dividing the maximum implied per share value of Crestmark by the minimum implied per share value of Meta common stock to calculate the maximum implied exchange ratio, and by dividing the minimum implied per share value of Crestmark by the maximum implied per share value of Meta to calculate the minimum implied exchange ratio. The results of the discounted cash flow analysis are summarized in the table below: Implied Equity Value Implied Exchange Ratio Meta Crestmark Low High Low High Low/High High/Low Net Income Terminal Multiple . . . . . . . . . . . $129.84 $158.26 $387.83 $478.26 2.45x - 3.68x Perpetual Growth Method . . . . . . . . . . . . . . 97.97 153.19 278.61 416.37 1.82x - 4.25x Exchange Ratio in the Merger . . . . . . . . . . . 2.65x Pro Forma Impact Analysis . Raymond James performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of Meta and Crestmark. In performing this analysis, Raymond James utilized the following information and assumptions: (i) closing balance sheet estimates as of June 30, 2018 for Meta and Crestmark based on Meta’s management estimates; (ii) financial forecasts and projections of Meta and Crestmark for the years ending September 30, 2018 and 2019 and (iii) pro forma assumptions (including, without limitation, the cost savings expected to result from the merger as well as the 50