CASH 2018 Special Proxy Statement

Sandler O’Neill noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results. Pro Forma Merger Analysis. Sandler O’Neill analyzed certain potential pro forma effects of the merger. In performing this analysis, Sandler O’Neill utilized the following information and assumptions: (i) the merger closes on June 30, 2018; (ii) certain purchase accounting adjustments, cost savings and transaction expenses, as well as net income estimates for Crestmark as adjusted by Meta’s senior management; and (iii) publicly available consensus mean analyst net income and EPS estimates for Meta for the years ending September 30, 2018 and September 30, 2019, as confirmed by the senior management of Meta, as well as estimated long-term earnings per share and balance sheet growth rates for the years ending September 30, 2020 and September 30, 2022 and estimated dividends per share for the years ending September 30, 2018 through September 30, 2022, as provided by the senior management of Meta. The analysis indicated that the merger could be (i) dilutive to Meta’s estimated tangible book value at the closing of the merger, (ii) accretive to Meta’s earnings per share (excluding one-time transaction costs and expenses) for the year ended September 30, 2018 and (iii) accretive to Meta’s earnings per share for the years ended September 30, 2019, September 30, 2020 and September 30, 2021. In connection with this analysis, Sandler O’Neill considered and discussed with the Crestmark board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the merger, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material. Sandler O’Neill’s Relationship. Sandler O’Neill is acting as Crestmark’s financial advisor in connection with the merger and will receive a fee for its services in an amount equal to 1.50% of the aggregate purchase price, which fee at the time of announcement of the merger would have been equal to approximately $4.8 million, $500,000 of which was paid to Sandler O’Neill upon signing of the merger agreement with the remainder contingent upon consummation of the merger. Sandler O’Neill also received a fee for rendering its opinion in an amount equal to $250,000, which fairness opinion fee will be credited in full towards the fee becoming due and payable to Sandler O’Neill on the day of closing of the merger. Crestmark has also agreed to indemnify Sandler O’Neill against certain claims and liabilities arising out of Sandler O’Neill’s engagement and to reimburse Sandler O’Neill for certain of its out-of-pocket expenses incurred in connection with Sandler O’Neill’s engagement. Sandler O’Neill has not provided, nor received any compensation for, any other investment banking services provided to Crestmark in the two years preceding the date of Sandler O’Neill’s opinion. In the two years preceding the date of Sandler O’Neill’s opinion, Sandler O’Neill has provided certain investment banking services to Meta and has received fees totaling approximately $415,000 from Meta for those services. Most recently, Sandler O’Neill acted as book manager in connection with Meta’s $75.0 million subordinated debt offering, which closed in August 2016, and advised Meta on its acquisition of substantially all of the assets of EPS Financial Services LLC, which closed November 1, 2016, and on Meta’s acquisition of substantially all of the assets of Specialty Consumer Services, L.P., which closed December 14, 2016. In the ordinary course of Sandler O’Neill’s business as a broker-dealer, Sandler O’Neill may purchase securities from and sell securities to Meta and its affiliates. Sandler O’Neill may also actively trade the equity and debt securities of Meta and its affiliates for its own account and for the accounts of its customers. Certain Prospective Financial Information of the Parties In connection with the proposed merger, Meta and Crestmark are including in this joint proxy statement/ prospectus certain prospective financial information that Crestmark made available to Meta and to Sandler O’Neill, in its capacity as Crestmark’s financial advisor, and that Meta made available to Crestmark and Raymond James, in its capacity as Meta’s financial advisor, in each case, for purposes of performing the financial analysis described above under “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Opinion of Meta’s Financial Advisor” and “PROPOSAL NO. 1 THE MERGER AGREEMENT 65