CASH 2018 Special Proxy Statement

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This joint proxy statement/prospectus, as well as Meta’s other filings with the SEC and other communications by Meta, MetaBank, Crestmark and Crestmark Bank, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated synergies of the mergers, the possibility that the mergers will facilitate Meta’s and MetaBank’s growth through complementary product and service offerings, the anticipated addition of persons to Meta’s board of directors and executive management team, and the expected timetable for completing the mergers. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” or the negative of those terms, or other words of similar meaning or similar expressions. You should carefully read statements that contain these words because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements are based on information currently available and assumptions about future events, and include statements with respect to the beliefs, expectations, estimates, and intentions of Meta and Crestmark, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond Meta’s control and Crestmark’s control. Such risks, uncertainties and other factors may cause actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in or implied by these forward- looking statements. The potential risks, uncertainties and other factors that could cause actual results to differ from those projected include, among other things, the risk that the transaction may not occur on a timely basis or at all; the parties’ ability to obtain regulatory approvals and the shareholder approvals, and otherwise satisfy the other conditions to closing, on a timely basis or at all; the risk that the businesses of Meta and MetaBank, on the one hand, and Crestmark and Crestmark Bank, on the other hand, may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities, beneficial synergies and/or operating efficiencies from the proposed transaction may not be fully realized or may take longer to realize than expected; customer losses and business disruption following the announcement or consummation of the proposed transaction; potential litigation relating to the merger; changes in the price of Meta common stock before the closing of the merger; changes in the competitive environment among financial holding companies and banks; the risk that Meta may incur unanticipated or unknown losses or liabilities if it completes the proposed transaction with Crestmark and Crestmark Bank; and other economic, competitive, governmental, regulatory and technological factors affecting Meta’s and Crestmark’s operations, products, services and prices. The foregoing list of factors is not exclusive. We caution you not to place undue reliance on these forward- looking statements. The forward-looking statements included in this joint proxy statement/prospectus speak only as of the date hereof. Additional discussions of these and other risks, uncertainties and other factors applicable to Meta and Crestmark, see “Risk Factors” in this joint proxy statement/prospectus, in Meta’s Annual Report on Form 10-K for Meta’s fiscal year ended September 30, 2017, in Meta’s Quarterly Report on Form 10-Q for Meta’s fiscal quarter ended December 31, 2017 and in other filings made by Meta with the SEC incorporated by reference into this joint proxy statement/prospectus. Meta and Crestmark expressly disclaim any intent or obligation to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of Meta, Crestmark or their respective subsidiaries, whether as a result of new information, changed circumstances or future events, or for any other reason. 18