CASH 2018 Special Proxy Statement

• the absence of any violation or breach of the certificate of incorporation, by-laws or other similar governing document of each party, applicable law, and certain agreements, instruments or obligations of each party as a result of entering into, delivering and performing under the merger agreement; • governmental approvals and other consents and approvals in connection with the merger; • each party’s financial statements and filings with applicable regulatory authorities; • agreements with regulatory agencies; • legal proceedings; • the absence of material changes in each party’s business since (i) December 31, 2016 for Crestmark and (i) September 30, 2017 for Meta; • each party’s compliance with applicable law; • each party’s relationships with brokers; • the filing and accuracy of material tax returns, and the tax treatment of the merger; • regulatory capitalization; • the absence of any misstatements and omissions of material fact supplied by such party in the merger agreement; and • the absence of representations and warranties other than those that are specifically set forth in the merger agreement. In addition, the merger agreement contains representations and warranties of Crestmark to Meta as to, among other things: • the existence, organization and capitalization of its subsidiaries; • regulatory investigations and orders; • the absence of undisclosed obligations or liabilities; • the validity of, and the absence of material defaults under its material contracts; • employee benefit plans and related matters; • labor matters; • environmental matters; • investment securities; • derivative transactions; • enforceability and validity of loans; • allowances for loan and lease losses; • its trust business; • investment management activities; • repurchase agreements; • deposits and deposit insurance; • transactions with affiliates; • title and interest in property; • intellectual property; 77