CASH 2018 Special Proxy Statement

Mr. Goik’s entry into the employment agreement, which contains restrictive covenants, and as a retention incentive, the new employment agreement with Meta provides for a cash payment to Mr. Goik by Meta of $2.20 million following the merger and a restricted stock award by Meta having a total value not to exceed $3.80 million as of the closing date of the merger and which is subject to vesting. • To the extent a director or executive officer holds outstanding in-the-money Crestmark stock options immediately prior to the completion of the merger, the in-the-money Crestmark stock options will be cancelled and terminated in exchange for a cash payment, as discussed in “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Interest of Certain Persons in the Merger— Treatment of Crestmark Stock Options.” As of the date of the merger agreement, directors and executive officers of Crestmark, collectively, held an aggregate of 42,500 outstanding Crestmark stock options. • Pursuant to the terms of the merger agreement, directors and officers of Crestmark will be entitled to certain ongoing indemnification and continued coverage under directors’ and officers’ liability insurance policies following the merger. Crestmark’s board of directors was aware of these additional interests and considered them when they adopted the merger agreement and approved the merger. For additional details, see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Interests of Certain Persons in the Merger” and “Management of the Combined Company Following the Merger.” We Have Agreed When and How Crestmark Can Consider Third-Party Acquisition Proposals (Page 80) We have agreed that neither Crestmark nor its representatives will, directly or indirectly, initiate, solicit, knowingly induce, encourage or knowingly take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an acquisition proposal (as defined in the merger agreement), including entering into any agreement in principle or letter of intent with respect to any acquisition proposal or resolve to approve any acquisition proposal; or participate in any discussions or negotiations regarding any acquisition proposal or furnish, or otherwise afford access, to any person (other than Meta) any information or data with respect to Crestmark or any of its subsidiaries or otherwise relating to an acquisition proposal. In addition, we have agreed that Crestmark will not engage in negotiations with or provide confidential information to a third party regarding acquiring Crestmark or its businesses. However, if Crestmark receives an unsolicited acquisition proposal from a third party, Crestmark can participate in negotiations with and provide confidential information to the third party if, among other steps, Crestmark’s board of directors concludes in good faith that the proposal is, or is reasonably likely to lead to, a superior proposal to Meta’s merger proposal. Crestmark’s receipt of a superior proposal or participation in such negotiations does not give Crestmark the right to terminate the merger agreement. Certain Directors, Executive Officers and Shareholders of Crestmark Have Agreed to Vote Their Shares “FOR” the Merger (Page 90 and Appendix B ) As an inducement to and condition of Meta’s willingness to enter into the merger agreement, certain of Crestmark’s directors and executive officers and holders of Crestmark common stock, representing an aggregate of approximately 34% of Crestmark’s outstanding common stock as of January 9, 2018, have entered into voting agreements with Meta, pursuant to which, among other things, they agreed to vote all of their shares of Crestmark common stock in favor of approval of the Crestmark merger proposal and other matters required to be approved or adopted to effect the merger and any other transactions contemplated by the merger agreement. 7