CASH 2018 Special Proxy Statement

• that Crestmark will terminate its employee stock ownership plan (“ESOP”) the day immediately preceding the closing date of the merger and repay the full outstanding balance of any loans under the ESOP; • that Meta and Crestmark will give notice to the other party of any fact, event or circumstance that is reasonably likely to result in any material adverse effect, as defined in the merger agreement, or that would constitute a material breach of any of its or its respective subsidiaries’ representations, warranties, covenants or agreements in the merger agreement; • that Meta and Crestmark will facilitate the integration of Crestmark with the business of Meta and will meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of Crestmark prior to filing regulatory approvals; • that Crestmark will cooperate with certain environmental examinations, if required by Meta and at Meta’s cost, within 45 business days after the execution of the merger agreement to real property owned by Crestmark and its subsidiaries in order to determine, as provided in the merger agreement, whether certain environmental conditions exist on such real property; • to increase the size of each of Meta’s and MetaBank’s board of directors by two directorships and nominate W. David Tull and another individual designated jointly by Meta and Crestmark, who has subsequently been determined to be Michael R. Kramer, to such boards as of the effective time of the merger (see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Interests of Certain Persons in the Merger”); • to cause the officers and directors of Crestmark and each of its subsidiaries to resign such positions as of the effective time of the merger; • to take such actions reasonably requested by the other party for integration of the parties’ operations and to cause Crestmark Bank to merge into MetaBank; • to keep any non-public confidential information of the other party confidential; • to use each of our reasonable best efforts to cause the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code; • that, prior to the effective time of the merger, Crestmark will prepare and deliver to Meta a good faith determination of its adjusted tangible common equity (as such term is defined in the merger agreement); • to not take any actions that would cause the transactions contemplated by the merger agreement to be subject to any takeover laws; • promptly following execution of the merger agreement, to deliver evidence to the other party of stockholder approval by Meta’s and Crestmark’s respective subsidiary banks; and • that Crestmark will deliver to Meta a copy of its 2017 audited financial statements as soon as such financial statements are made available. Conditions to Completion of the Merger The obligations of Meta and Crestmark to complete the merger are subject to the satisfaction or waiver of certain conditions, including the following: • the merger agreement and the merger must be approved by the requisite vote of Crestmark shareholders; • the merger agreement must be adopted, and the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of Meta common stock must be approved, by the requisite vote of holders of Meta common stock; 84