CASH 2018 Special Proxy Statement

purchase accounting adjustments and restructuring charges assumed with respect thereto) provided by Meta management. This analysis indicated that the merger could be dilutive to Meta’s estimated TBV per share at June 30, 2018, accretive to Meta’s estimated full year 2018 earnings per share (excluding the impact of charges relating to the merger) and accretive to Meta’s estimated 2019 earnings per share. For all of the above analysis, the actual results achieved by Meta following the merger may vary from the projected results, and the variations may be material. Additional Considerations . The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor. In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Meta and Crestmark. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by Meta’s board of directors in making its determination to approve the merger. Neither Raymond James’s opinion nor the analyses described above should be viewed as determinative of positions held by Meta’s board of directors or Meta management with respect to Meta, Crestmark or the merger. Raymond James’s opinion was based upon market, economic, financial and other circumstances and conditions existing and disclosed to Raymond James as of January 5, 2018. Although subsequent developments may affect the opinion of Raymond James, Raymond James does not have any obligation to update, revise or reaffirm its opinion. For its services as financial advisor to Meta in connection with the merger, Raymond James received an initial retainer of $25,000 (which will be credited against any transaction fee) and will receive a transaction fee of $1.45 million, which fee is contingent upon successful completion of the merger. Upon the rendering of its opinion, Raymond James became entitled to a fee of $300,000, which fee is not contingent upon the successful completion of the merger or the conclusion rendered in the opinion. In addition, Meta agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and to indemnify Raymond James and certain related parties against certain liabilities arising out of Raymond James’s engagement. Over the last two years, Raymond James and its affiliates have provided certain other investment banking and financial services to Meta for which Raymond James or its affiliates have received fees totaling $25,000 (excluding out-of-pocket expenses reimbursement) from Meta. Raymond James and its affiliates have not in the past provided investment banking or other financial services to Crestmark. Raymond James and its affiliates may provide investment banking, financial advisory and other financial services to Meta and its affiliates in the future, for which Raymond James may receive compensation. In the ordinary course of Raymond James’s business, Raymond James may trade in the securities of Meta for its own account or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Crestmark’s Reasons for the Merger and Recommendation of the Board of Crestmark In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that the shareholders of Crestmark approve the 51