CASH 2018 Special Proxy Statement

Other Agreements with Certain Crestmark Executive Officers Immediately following the closing of the merger, Meta will enter into retention bonus agreements with each of Messrs. Talkington and Matheson, which will provide that each such person will be granted the retention units pursuant to a restricted stock agreement with Meta. Provided that such person remains employed by Meta as of the vesting date of the retention units set forth in the applicable restricted stock agreement, the retention units would vest as follows: 250 shares on September 1 of each of 2018, 2019, 2020 and 2021. Indemnification and Insurance The merger agreement provides that, upon completion of the merger, Meta will indemnify, defend and hold harmless the directors and officers of Crestmark (when acting in such capacity) against all costs and liabilities arising out of actions or omissions occurring at or before the completion of the merger, in accordance with Crestmark’s articles of incorporation and Crestmark’s by-laws, to the extent permitted by law. The merger agreement also provides that for a period of six years after the merger is completed, Meta will maintain Crestmark’s existing directors’ and officers’ liability insurance to reimburse the present and former officers and directors of Crestmark with respect to claims against such directors and officers arising from facts or events which occurred before the completion of the merger, provided that the total premium therefor is not in excess of 200% of the last annual premium paid prior to the date of the merger agreement. 73