CASH 2018 Special Proxy Statement

Shares Held by Directors and Officers As of the Meta record date, directors and officers of Meta and their affiliates beneficially owned and were entitled to vote an aggregate of 673,759 shares of Meta common stock, representing approximately 6.91% of the shares of Meta common stock outstanding on that date. Meta currently expects that its directors and executive officers will vote their shares in favor of the Meta merger proposal, the charter amendment and the Meta adjournment proposal (if necessary or appropriate), although none of them has entered into any agreements obligating them to do so. As of the Meta record date, except in a fiduciary capacity, Crestmark and its subsidiaries did not beneficially own any shares of Meta common stock. Meta Employee Plan Shares Meta maintains the Meta Financial Employee Stock Ownership Plan and the MetaBank Profit Sharing 401(k) Plan (collectively, the “Employee Plans”), which hold collectively approximately 2.71% of the Meta common stock outstanding as of the Meta record date for the Meta special meeting. Subject to certain eligibility requirements, employees of Meta and MetaBank participate in one or both of the Employee Plans. Each participant in an Employee Plan is entitled to instruct the trustee of such Employee Plan as to how to vote such participant’s shares of Meta common stock allocated to his or her Employee Plan account. If an Employee Plan participant properly executes the voting instruction card distributed by the Employee Plan trustee, the Employee Plan trustee will vote such participant’s shares in accordance with the participant’s instructions. If properly executed voting instruction cards are returned to the Employee Plan trustee with no specific instruction as to how to vote at the Meta special meeting, the trustee may vote such shares in its discretion. If the Employee Plan participant fails to give timely or properly executed voting instructions to the trustee with respect to the voting of the Meta common stock that is allocated to the participant’s Employee Plan account, the Employee Plan trustee may vote such shares in its discretion. The Employee Plan trustee will vote the shares of Meta common stock held in the Employee Plans but not allocated to any participant’s account in the manner directed by the majority of the participants who directed the trustee as to the manner of voting their allocated shares. As of the Meta record date, all of the shares held in the Employee Plans were allocated. Solicitation of Proxies; Payment of Solicitation Expenses Proxies are being solicited by Meta’s board of directors from Meta stockholders. Shares of Meta common stock represented by properly executed proxies, and that have not been revoked, will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, such proxies will be voted “ FOR ” approval of the Meta merger proposal, “ FOR ” approval of the charter amendment proposal and “ FOR ” the Meta adjournment proposal (if necessary or appropriate), and in the discretion of the individuals named as proxies as to any other matter that may come before the Meta special meeting, which will be voted in accordance with the best judgment of the named proxies. Pursuant to the terms of the merger agreement, each of Meta and Crestmark will, at its own expense, mail (or cause to be mailed) this joint proxy statement/prospectus to its shareholders, and, otherwise, each of Meta and Crestmark has agreed to pay for the expenses incurred by it in connection with this joint proxy statement/ prospectus, including all listing, filing or registration fees, including fees paid for filing the registration statement of which this joint proxy statement/prospectus is a part with the SEC and any other fees paid for filings with governmental authorities. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers or employees of Meta or its affiliates telephonically, electronically or by other means of communication. Directors, officers and employees will receive no additional compensation for such solicitation. Meta will reimburse brokers for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules. In addition, Meta has engaged Regan & Associates, Inc. to assist in the solicitation of proxies for the Meta special meeting. Meta estimates that the fee for such services will be approximately $10,000. 32