CASH 2018 Special Proxy Statement

• enter into any agreement or consummate any transaction with an affiliate of Crestmark or its officers and directors or their immediate family members or any affiliates or associates of the officers or directors; • sell, transfer, mortgage, encumber or otherwise dispose of any loans, securities, assets, deposits, business or properties, except in the ordinary course of business; • acquire the assets, loans, securities, equity, business, deposits or properties of any other entity except in various specified transactions in the ordinary course of business; • make any capital expenditures in excess of specified amounts; • amend its articles of incorporation or by-laws; • change its accounting principles, practices or methods, except as required by law or U.S. GAAP; • terminate, amend, modify or renew any material contract other than renewals or amendments without material adverse changes of terms to Crestmark or its subsidiaries, or enter into a material contract other than in the ordinary course of business substantially consistent with past practice; • settle any action, suit, claim or proceeding against it, other than in the ordinary course of business in an amount not in excess of $1.0 million individually or $5.0 million in the aggregate and that would not impose any material restriction on Crestmark or its subsidiaries’ business; • enter into any new line of business, introduce any material new products or services or incentive programs or arrangements, materially change its banking and operating policies except as required by law or policies imposed by regulatory authorities, or make any material changes to its underwriting, pricing, origination, acquiring, selling or serving policies and practices; • enter into any derivative transactions; • other than draws upon, or increases in, Crestmark’s existing line of credit in the ordinary course of business, incur any indebtedness for borrowed money that can be prepaid at any time without penalty, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; • purchase or dispose of debt securities, equity investments or any certificates of deposits issued by other banks, other than to manage liquidity in the ordinary course of business; • make any loan that is not in the ordinary course of business and substantially consistent with Crestmark’s written lending guidelines, subject to exceptions consistent with past practice and not material to the credit risk assessment of the loan; • make any investment in real property other than by way of foreclosure or in satisfaction of a debt previously contracted or make any investment to develop any real property owned by Crestmark or its subsidiaries; • unless required by law, make, change or revoke any material tax election, file any amended tax return, enter into any closing agreement, settle any material tax claim or assessment, or surrender any right to claim a material refund of taxes; • acquire or otherwise become the owner of any real property by way of foreclosure or in satisfaction of a debt previously contracted without first obtaining an appropriate Phase I environmental site assessment; • take, or knowingly fail to take, any action that would, or is reasonably likely to prevent, delay or impair Crestmark’s ability to consummate the merger, prevent Crestmark Bank’s ability to consummate the bank merger with MetaBank, or prevent the parties from consummating any of the other transactions contemplated by the merger agreement; 79