CASH 2018 Special Proxy Statement

Other approvals, waivers, non-objections or consents from regulators may also be required (all such required approvals, collectively, the “requisite regulatory approvals”). In determining whether to grant the requisite regulatory approvals, regulators consider a variety of factors, including the regulatory standing of each party and the other factors described under “The Merger Agreement—Regulatory Approvals Required for the Merger.” An adverse development in any party’s regulatory standing could cause the granting of any such requisite regulatory approval to be delayed or denied. Additionally, the regulators may impose adverse or burdensome conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on, or limiting the revenues of, the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger and the bank merger. Receipt of the requisite regulatory approvals could also be adversely impacted by the existence and status of any ongoing investigation of the parties or any of their respective customers, program managers or other marketers, including subpoenas to provide information or investigations by any federal, state or local governmental agency. We may not be able to obtain the requisite regulatory approvals (including final certification of the bank merger by the OCC) within the timeframe that the parties presently expect, or at all, and we cannot provide any assurances that the regulators will not impose additional conditions to the completion of the merger or the bank merger. Our ability to obtain the requisite regulatory approvals in a timely manner, or at all, could also be adversely impacted if individuals or groups exercise their right to comment on the merger and the bank merger and raise an objection to the transactions. See “The Merger Agreement— Regulatory Approvals Required for the Merger.” Some Crestmark directors and officers may have interests and arrangements that may have influenced their decisions to support or recommend that you approve the merger. Certain of Crestmark’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Crestmark’s shareholders generally. These interests and arrangements may create potential conflicts of interest. For a description of these interests, see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Interests of Certain Persons in the Merger.” The merger agreement limits Crestmark’s ability to pursue alternatives to the merger. The merger agreement contains provisions that limit Crestmark’s ability to solicit, encourage or discuss competing third-party proposals to acquire all or a significant part of Crestmark. These provisions, which include a $10.0 million termination fee, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Crestmark from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share price than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Crestmark than it might otherwise have proposed to pay. Termination of the merger agreement could negatively impact Meta or Crestmark. Completion of the merger is conditioned upon the satisfaction of certain closing conditions, including the approval of the Meta merger proposal and the Crestmark merger proposal. In addition, if the merger is not completed on or before June 30, 2018, as may be extended automatically for two months in order to obtain regulatory approvals, either Meta or Crestmark may choose not to proceed with the merger. Meta and/or Crestmark may also terminate the merger agreement under certain circumstances. The required conditions to close the merger may not be satisfied in a timely manner, if at all, or, if permissible, waived. Any delay in completing the merger could cause the combined company not to realize some or all of the benefits that the combined company expects to achieve if the merger is successfully completed within its expected time frame. In the event the merger agreement is terminated, Meta’s or Crestmark’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger. The market price of Meta common stock might decline to the extent that the current market price reflects a market assumption that 21