CASH 2018 Special Proxy Statement

• except as a result of foreclosure or deficiency judgment settlement, redeem or otherwise acquire any shares of Crestmark capital stock or any securities convertible into or exercisable for any shares of Crestmark capital stock; • propose to, file any application or make any contract or commitment for the opening or relocation of any, or open or relocate any, branch office, loan production or servicing facility; • restructure, reorganize or completely or partially liquidate or dissolve itself or any of its significant subsidiaries; or • other than in the ordinary course of business, propose to, compromise, resolve, or otherwise workout any delinquent or troubled loan. Meta has agreed that, except as expressly contemplated by the merger agreement, or as disclosed in writing prior to the signing of the merger agreement or as directed in writing by any governmental authority, prior to the effective time of the merger it will not, and will not agree to, without Crestmark’s consent: • partially or completely liquidate or dissolve itself; • take, or knowingly fail to take, any action that would, or is reasonably likely to, prevent, delay or impair Meta’s ability to consummate the merger or the other transactions contemplated by the merger agreement; or • subject to specified exclusions, issue any additional shares of Meta common stock, securities or obligations convertible into Meta common stock or any employee or director stock options, restricted stock awards, restricted stock unit awards, grants or similar equity or equity based awards, in an amount that, when aggregating all of the foregoing, exceeds three percent (3%) of the total Meta common stock issued and outstanding as of the date of execution of the merger agreement. Acquisition Proposals by Third Parties Crestmark has agreed that neither it nor its representatives will, directly or indirectly: • initiate, solicit, knowingly induce, encourage or knowingly take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an acquisition proposal, including entering into any agreement in principle or letter of intent with respect to any acquisition proposal or resolve to approve any acquisition proposal; or • participate in any discussions or negotiations regarding any acquisition proposal or furnish, or otherwise afford access, to any person (other than Meta) any information or data with respect to Crestmark or any of its subsidiaries or otherwise relating to an acquisition proposal. In addition, Crestmark agreed not to release any person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Crestmark is a party. Under the merger agreement, an “acquisition proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal from Meta), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, an acquisition transaction. An “acquisition transaction” means: • any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar transaction involving Crestmark or any of its subsidiaries that results in a third party acquiring 20% or more of any class of equity of Crestmark or Crestmark Bank; • any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, 20% or more of the consolidated assets of Crestmark or Crestmark Bank; 80