CASH 2018 Special Proxy Statement

The Crestmark board of directors weighed the foregoing against a number of potentially negative factors, including: • the restrictions imposed by the merger agreement on the conduct of Crestmark’s business during the period between the execution of the merger agreement and the completion of the merger; • the costs associated with the completion of the merger, including management’s time and energy and potential opportunity cost prior to the closing of the merger, and the risks of realizing the expected benefits of the merger; • the risk that regulatory agencies may not approve the merger or may impose terms and conditions on their approvals that adversely affect the business and financial results of the combined company as more fully described under the caption “The Merger Agreement—Regulatory Approvals Required for the Merger” beginning on page 88; • the risk that the merger may not be consummated or that the closing may be unduly delayed, including as a result of factors outside either party’s control; • the challenges in absorbing the effect of any failure to complete the merger, including potential termination fees and shareholder and market reactions; • the challenges inherent in the combination of two businesses of the size and complexity of Crestmark and Meta following the merger, including the possible diversion of management attention for an extended period of time; • the risk of not being able to realize all of the anticipated synergies between Crestmark and Meta and the risk that other anticipated benefits might not be realized; and other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” Crestmark’s board of directors believes that the merger and the merger agreement are fair to, and in the best interests of, Crestmark and its shareholders and recommends that Crestmark shareholders vote “ FOR ” the Crestmark merger proposal and “ FOR ” the Crestmark adjournment proposal (if necessary or appropriate). In considering the recommendation of the Crestmark board of directors, you should be aware that the directors and executive officers of Crestmark have interests in the merger that may be different from, or in addition to, interests of Crestmark shareholders generally and may create potential conflicts of interest. The Crestmark board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending that Crestmark shareholders vote in favor of the Crestmark merger proposal. See “—Interests of Certain Persons in the Merger” beginning on page 70. This discussion of the information and factors considered by the Crestmark board of directors includes the material factors considered by the board, but it is not intended to be exhaustive and may not include all the factors considered by the board. In view of the wide variety of factors considered, and the complexity of these matters, the Crestmark board of directors did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement. Rather, the Crestmark board of directors viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with, and questioning of, Crestmark’s management and its financial and legal advisors. In addition, individual members of the Crestmark board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Crestmark board of directors and certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” 53