CASH 2018 Special Proxy Statement

may be, of Crestmark and Meta and the companies to which they are being compared. In arriving at its opinion, Sandler O’Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O’Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Sandler O’Neill made its determination as to the fairness of the exchange ratio on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole. In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which are beyond the control of Crestmark, Meta and Sandler O’Neill. The analyses performed by Sandler O’Neill were not necessarily indicative of actual values or future results, both of which could be significantly more or less favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Crestmark’s board of directors at its January 8, 2018 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Crestmark common stock or the prices at which Meta common stock may be sold at any time. The analyses of Sandler O’Neill and its opinion were among a number of factors taken into consideration by Crestmark’s board of directors in making its determination to approve the merger agreement and should not be viewed as determinative of the exchange ratio or the decision of Crestmark’s board of directors or management with respect to the fairness of the merger. The type and amount of consideration payable in the merger were determined through negotiation between Crestmark and Meta. Summary of Exchange Ratio and Implied Transaction Metrics. Sandler O’Neill reviewed the financial terms of the proposed merger. Subject to certain adjustments, as more fully described in the merger agreement, at closing, each share of Crestmark common stock and common stock equivalents issued and outstanding prior to the effective time, except for certain shares of Crestmark common stock as specified in the merger agreement, will receive 2.65 shares of the common stock of Meta. Based on 1,247,747 shares of Crestmark common stock and common stock equivalents issued and outstanding, as of January 5, 2018, the closing price of Meta common stock on January 5, 2018 of $90.15 and a per share exchange ratio of 2.65, Sandler O’Neill calculated an implied transaction price per share for Crestmark common stock of $238.90 and an aggregate implied transaction value of approximately $316.3 million. Based upon historical financial information for Crestmark as of or for the last twelve months (“LTM”) ended September 30, 2017, as provided by Crestmark senior management, Sandler O’Neill calculated the following implied transaction metrics. Price / Last Twelve Months Earnings Per Share: . . . . . . . . . . . . . 15.9x Price / Book Value Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305% Price / Tangible Book Value Per Share . . . . . . . . . . . . . . . . . . . . 343% Tangible Book Premium / Core Deposits¹ . . . . . . . . . . . . . . . . . . 586.3% Tangible Book Premium / Core Deposits² . . . . . . . . . . . . . . . . . . 25.9% (1) Core deposits defined as total deposits less time deposit accounts greater than $100,000. (2) Core deposits defined as total deposits less time deposit accounts greater than $250,000. 57