CASH 2018 Special Proxy Statement

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Note 1—Description of Transaction On January 9, 2018, Meta and Crestmark announced that they had entered into a merger agreement under which Crestmark will merge with and into Meta, with Meta continuing as the surviving corporation. Immediately following the completion of the merger, Crestmark Bank, Crestmark’s wholly-owned bank subsidiary, will merge with and into MetaBank, Meta’s wholly-owned bank subsidiary, with MetaBank continuing as the surviving entity in the bank merger. At the effective time of the merger, each share of Crestmark common stock issued and outstanding immediately prior to the closing, except for Crestmark dissenting shares and shares of Crestmark common stock owned by Crestmark or Meta will automatically be converted into the right to receive 2.65 shares of Meta common stock. In addition, subject to the terms and conditions set forth in the merger agreement, immediately prior to the effective time, each outstanding option to purchase Crestmark common stock will be cancelled and converted in the right to receive an amount in cash equal to the product of the number of shares of Crestmark common stock underlying such option, multiplied by the excess, if any, of (a) the dollar amount equal to (x) 2.65 multiplied by (y) the per share purchase price over the (b) the exercise price of such option, less any applicable withholding taxes. Any option with an exercise price that is greater than or equal to the per share purchase price will be cancelled and of no further force or effect. Note 2—Basis of Presentation Meta’s fiscal year ends on September 30 while Crestmark’s fiscal year ends on December 31. The unaudited pro forma condensed combined income statement information for the fiscal year ended September 30, 2017 and the three months ended December 31, 2017 is presented as if the merger was consummated on October 1, 2016, the first business day of Meta’s 2017 fiscal year. The unaudited pro forma condensed combined income statement for the fiscal year ended September 30, 2017 combines Meta’s audited consolidated statement of income for the fiscal year ended September 30, 2017 with Crestmark’s audited consolidated statement of income for the fiscal year ended December 31, 2017 (in each case, the most recently completed fiscal year). As a result of the different fiscal year ends, and in order to present results for comparable periods, the unaudited pro forma condensed combined income statement for the three-month period ended December 31, 2017 combines Meta’s unaudited consolidated statement of income for the three months ended December 31, 2017 with Crestmark’s unaudited consolidated statement of income for the three months ended December 31, 2017. The unaudited pro forma condensed combined balance sheet information as of December 31, 2017 gives effect to the merger as if it occurred on December 31, 2017, and combines the historical balance sheets of Meta and Crestmark as of December 31, 2017. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations in accordance with U.S. GAAP giving effect to the merger of Crestmark with and into Meta, with Meta surviving the merger. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The merger provides for the issuance of approximately 3,306,530 shares of Meta common stock based on the number of shares of Crestmark common stock outstanding at January 9, 2018 and the 2.65 exchange ratio in the merger pursuant to the merger agreement. Based on Meta’s closing stock price on January 9, 2018 and including a cash payment for outstanding stock options, the total consideration would be approximately $320.3 million. This amount is subject to change based on the number of outstanding Crestmark stock options at the closing date of the merger. Under the acquisition method of accounting, the assets and liabilities of Crestmark will be recorded at the respective fair values on the date of the closing of the merger. The fair value on the date of the closing of the merger represents management’s best estimates based on available information and facts and circumstances in existence on January 9, 2018, the date of the merger agreement. The pro forma allocation of purchase price 100