CASH 2018 Special Proxy Statement

• the opinion, dated January 8, 2018, of Raymond James to the Meta board of directors as to the fairness, from a financial point of view as of the date of the opinion, to Meta of the exchange ratio in the proposed merger, subject to procedures followed, assumptions made, matters considered and qualifications and limitations described in Raymond James’s opinion, as more fully described under “—Opinion of Meta’s Financial Advisor” below; • that, concurrently with the execution of the merger agreement, certain of the directors and officers and large Crestmark shareholders, representing an aggregate of approximately 34% of Crestmark’s outstanding voting common stock as of January 8, 2018, entered into voting agreements with Meta agreeing to vote for approval of the Crestmark merger proposal; and • the requisite regulatory approvals and other approvals required in connection with the proposed Crestmark transaction and the expected likelihood that such approvals will be received in a reasonably timely manner and without the imposition of unacceptable conditions. The preceding list is not intended to disclose all material information related to the analysis and discussion of Meta’s board of directors related to the proposed Crestmark transaction. The Meta board of directors considered numerous risks associated with the proposed Crestmark transaction, including the risks described in sections of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 19 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 18. In reaching the decision to unanimously approve the proposed Crestmark transaction, the Meta board of directors did not assign any relative weights to the reasons for the merger and, instead, believes that the totality of the factors are favorable to and supportive of the determination to approve Meta’s and MetaBank’s entry into the merger agreement. As such, and for the reasons set forth above, the Meta board of directors unanimously approved the merger agreement and unanimously recommends that Meta stockholders vote “ FOR ” the Meta merger proposal, the charter amendment proposal and the Meta adjournment proposal. Opinion of Meta’s Financial Advisor Meta retained Raymond James as financial advisor on August 18, 2017. Meta selected Raymond James because it is a nationally recognized investment banking firm that regularly advises companies in connection with mergers and acquisitions and because of its familiarity with Meta and the financial services industry generally. Raymond James is actively engaged in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. At the January 8, 2018 meeting of Meta’s board of directors, representatives of Raymond James rendered Raymond James’s oral opinion to Meta’s board of directors that the exchange ratio was fair, from a financial point of view, to Meta. The oral opinion was subsequently confirmed by Raymond James’s delivery of its written opinion to Meta’s board of directors, dated January 8, 2018, as to the fairness, as of such date, from a financial point of view, of the exchange ratio in the merger pursuant to the merger agreement to Meta, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion. The full text of the written opinion of Raymond James is attached as Appendix C to this joint proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. Raymond James provided its opinion for the information of Meta’s board of directors (in its capacity as such) in connection with, and for purposes of, its consideration of the proposed merger. No limitations were imposed by Meta’s board of directors upon Raymond James with respect to the investigations made or procedures followed in rendering its opinion. The opinion only addresses the fairness, from a financial point of view, of the exchange ratio provided for in the merger pursuant to the merger agreement to Meta, 45