CASH 2018 Special Proxy Statement

Crestmark merger proposal, the Crestmark board of directors evaluated the merger in consultation with Crestmark management, as well as Crestmark’s financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors: • the approximately $316.3 million implied value of the merger consideration as of January 5, 2018, based on the closing price of Meta common stock on that date of $90.15; • the Crestmark board’s evaluation, with the assistance of Crestmark’s management and financial and legal advisors, of strategic alternatives available to Crestmark for facilitating liquidity and enhancing value over the long term for Crestmark’s shareholders and the potential risks, rewards and uncertainties associated with such alternatives, and the Crestmark board’s belief that the proposed merger with Meta was the best option available to Crestmark and its shareholders; • the fact that the merger consideration offers the Crestmark shareholders the opportunity to participate in the future growth and opportunities of the combined company; • the expectation that shareholders will have increased liquidity upon receipt of Meta common stock in exchange for their shares of Crestmark common stock because Crestmark is a private company with no public trading market for its shares whereas Meta common stock trades on the NASDAQ Global Select Market; • the expectation that receipt of the stock merger consideration will generally be tax-free to Crestmark’s shareholders based on the expected tax treatment of the merger as a “reorganization” for U.S. federal income tax purposes, as further described under “—Material Federal Income Tax Consequences of the Merger” beginning on page 67; • the complementary aspects of the Crestmark and Meta businesses, including Meta’s ability to generate fee-based income and a low-cost deposit base, Crestmark’s expertise in business-to-business lending and leasing and the expectation that the combined company will be able to offer an increased breadth of banking products; • the due diligence conducted on Meta during the negotiation of the merger agreement and its understanding of Meta’s management team, business, operations, financial condition, earnings and prospects; • the similarity of Crestmark’s and Meta’s company cultures and their commitments to employees and other constituencies in the communities in which they operate, including their entrepreneurial focus and the compatibility of the companies’ management and operating styles; • Meta’s understanding of Crestmark’s business, operations, financial condition, earnings and prospects; • Meta’s understanding of the current environment in the financial services industry, including national and regional economic conditions, the regulatory environment, evolving trends in technology, increasing competition, the current financial market and the likely effects of these factors on the potential growth of the combined company’s development, productivity, profitability and strategic options following the completion of the mergers; • the financial presentation of Crestmark’s financial advisor, Sandler O’Neill, to the Crestmark board of directors on January 8, 2018, and the delivery of the written opinion of Sandler O’Neill, dated January 8, 2018, to the Crestmark board, to the effect that, as of such date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill as described in its opinion, the exchange ratio was fair, from a financial point of view, to Crestmark’s common shareholders, as further described under “—Opinion of Crestmark’s Financial Advisor” beginning on page 54; and • the availability and interest of other potential merger parties that might be attractive and have sufficient market capitalization or other resources to consummate a merger with Crestmark. 52