CASH 2018 Special Proxy Statement

The Merger Will Be Accounted for as a Purchase (Page 70) For accounting and financial reporting purposes, the merger will be treated as a purchase by Meta of Crestmark under the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Meta’s Reasons for the Merger (Page 44) For a discussion of the factors considered by Meta’s board of directors in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Meta’s Reasons for the Merger and Recommendation of the Board of Meta.” Opinion of Meta’s Financial Advisor (Page 45) At the January 8, 2018 meeting of Meta’s board of directors, representatives of Raymond James & Associates, Inc., which we refer to in this joint proxy statement/prospectus as 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, 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. 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, and does not address any other term or aspect of the merger agreement or the merger. Raymond James’s opinion does not constitute a recommendation to Meta’s board of directors, any stockholder of Meta or any other party as to how to vote or act on any matter relating to the proposed merger or otherwise. For a more complete description of Raymond James’s opinion, see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Opinion of Meta’s Financial Advisor” beginning on page 45 of this joint proxy statement/prospectus. Crestmark’s Reasons for the Merger (Page 51) For a discussion of the factors considered by Crestmark’s board of directors in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Crestmark’s Reasons for the Merger and Recommendation of the Board of Crestmark.” Opinion of Crestmark’s Financial Advisor (Page 54) At the January 8, 2018 meeting at which the Crestmark board of directors considered the merger agreement, Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) delivered to the Crestmark board of directors its oral opinion, which was subsequently confirmed in writing on January 8, 2018, to the effect that, as of January 8, 2018 and subject to procedures followed, assumptions made, matters considered and qualifications and limitations described in Sandler O’Neill’s opinion, the exchange ratio provided for in the merger agreement was fair, from a financial point of view, to the holders of Crestmark common stock. 5