CASH 2018 Special Proxy Statement

Stock Ownership As of April 19, 2018, Crestmark’s directors and executive officers beneficially owned, in the aggregate, 425,765 shares of Crestmark common stock (including all shares that such directors and executive officers can acquire within 60 days of April 19, 2018 through the exercise of any stock options or other rights), representing approximately 33.1% of the outstanding shares of Crestmark common stock. For more information, see “Security Ownership of Certain Crestmark Beneficial Owners and Management.” Treatment of Crestmark Stock Options All Crestmark stock options, including those held by a director or executive officer of Crestmark, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash equal to the product of the number of shares of Crestmark common stock underlying such Crestmark stock option, multiplied by the excess, if any, of (a) the per share purchase price over (b) the exercise price of such Crestmark stock option, less any applicable withholding taxes, upon completion of the merger, as discussed in the “The Merger Agreement—Merger Consideration.” Any Crestmark stock option with an exercise price that is greater than or equal to the per share purchase price will be cancelled and of no further force or effect. As of the date of the merger agreement, directors and executive officers of Crestmark, collectively, held 42,500 outstanding Crestmark stock options, and, assuming the closing of the merger occurred on January 9, 2018 and stock merger consideration of $241.81 per share of Crestmark common stock (based on the $91.25 closing price per share of Meta common stock as quoted on the NASDAQ Global Select Market on such date multiplied by 2.65, the exchange ratio), and a weighted average option exercise price of $52.94 with an estimated aggregate net cash value of approximately $8 million. In the event that the exercise price of any such Crestmark stock option outstanding immediately prior to the completion of the merger is greater than or equal to the per share purchase price, no cash payment or other consideration for such Crestmark stock option will be due or payable in respect thereof, and such Crestmark stock option will be cancelled and of no further force or effect as of the completion of the merger. Arrangements with Respect to the Board of Directors of each of Meta and MetaBank Pursuant to the merger agreement, Meta and MetaBank will each be required to increase the size of their respective boards of directors, and, effective as of the effective time of the merger, each of W. David Tull, Crestmark’s Chairman and Chief Executive Officer, and Michael R. Kramer, a member at the law firm Dickinson Wright, PLLC, legal counsel to Crestmark, will be appointed to the board of directors of each of Meta and MetaBank. Each of such new directors will be entitled to compensation consistent with Meta’s current compensation practices for non-employee directors. Change in Control Agreement, Transaction Bonus Agreement and Employment Agreement with Michael “Mick” Goik Crestmark is party to the Goik change in control agreement and the Goik transaction bonus agreement with Mr. Goik. In connection with the merger, Mr. Goik agreed to waive those agreements and any and all such payments when otherwise due and owing to Mr. Goik thereunder. In connection with the execution of the merger agreement, MetaBank entered into an employment agreement with Mr. Goik, Crestmark Bank’s current President and Chief Operating Officer (the “employment agreement”), pursuant to which Mr. Goik will serve as Executive Vice President and President of the Meta Commercial Finance Division as of the closing date of the merger. The employment agreement will have an initial three-year term (the “initial term”), which will commence upon the closing date of the merger, and provides for a one year extension on each anniversary of the expiration of initial term or any subsequent renewal term, unless earlier terminated in accordance with the terms of the employment agreement. The employment agreement entitles Mr. Goik to an annual base salary equal to $435,000 (subject to annual review and adjustment 71