CASH 2018 Special Proxy Statement

• adequacy of insurance coverage; • contingency planning programs; • the inapplicability to the merger and the other transactions contemplated by the merger agreement of state anti-takeover laws; • receipt of a fairness opinion regarding the fairness, from a financial point of view, of the merger to the Crestmark shareholders; and • the absence of dissenters rights. In addition, the merger agreement contains representations and warranties of Meta to Crestmark as to, among other things: • its filings with the SEC; • the sufficiency of internal controls; and • disclosure controls. Conduct of Business Pending the Merger The merger agreement contains various restrictions on the operations of Crestmark before the effective time of the merger. Specifically, Crestmark has agreed that, except as (a) set forth in schedules to the merger agreement, (b) expressly contemplated or permitted by the merger agreement, or (c) required under applicable law, Crestmark will not, and will not agree to, unless it obtains Meta’s prior written consent: • conduct its business other than in the ordinary and usual course; • except for the issuance of Crestmark common stock pursuant to outstanding Crestmark stock options or the pledge of Crestmark securities to secure its line of credit, issue, sell, grant, pledge, deliver, dispose of, encumber, or otherwise permit to become outstanding, or authorize the creation of, any additional shares of its capital stock; • except in accordance with the terms of an existing Crestmark equity plan, accelerate the vesting of warrants, options, calls, rights, convertible securities or other similar commitments; • except as permitted by the merger agreement, change, adjust, split, combine, redeem, reclassify, exchange, purchase or otherwise acquire any shares of its capital stock; • make, declare, pay or set aside for payment any dividend or distribution on any shares of its stock, except for payments from Crestmark Bank to Crestmark or from any subsidiary of Crestmark Bank to Crestmark Bank; • (i) increase the compensation or benefits payable or to become payable to any current or former employee, officer, director or consultant, (ii) establish, adopt, enter into or amend any benefit plan, (iii) increase the compensation or benefits payable under any existing severance, termination, change in control or retention pay policy or employment or other agreement or benefit plan, (iv) accelerate the vesting or time of payment of any equity or equity-based compensation or other compensation, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, (vi) fund any trust in advance of payment under any benefit plan, or (vii) make any loan or cash advance to any current or former director, officer, employee or independent contractor, other than (w) as required under the terms of a Crestmark benefit plan, (x) as required by law, (y) as permitted or required by the merger agreement or (z) in connection with a promotion in the ordinary course of business; • terminate any officer or key employee other than for cause, or hire any employee other than at-will employees with an annual salary less than a specified amount or to fill a vacancy in the ordinary course at an annual salary commensurate with the employee being replaced; 78