CASH 2018 Special Proxy Statement

Under the voting agreements, each such shareholder has agreed, with respect to the shares of Crestmark common stock owned of record or beneficially by the shareholder, that at any meeting of Crestmark shareholders in relation to the merger agreement and transactions contemplated by the merger agreement and at the special shareholders meeting or any other meeting or action of Crestmark shareholders called in relation to such matters, the shareholder shall vote, or cause to be voted, such shares as follows: • vote in favor of the approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger, any other matters required to be approved or adopted in order to effect the merger and the transactions contemplated by the merger agreement; and • not vote in favor of any competing acquisition proposal or any action that is intended or could reasonably be expected to materially impede, interfere with, delay or materially and adversely affect the merger or any transactions contemplated by the merger agreement. The voting agreements also contain restrictions on the sale, transfer, assignment, pledge or other disposition of shares of Crestmark common stock held or beneficially owned by Crestmark shareholders party to the voting agreements prior to the effective time of the merger. The voting agreement will terminate automatically upon the termination of the merger agreement. 91