CASH 2018 Special Proxy Statement

Opinion of Crestmark’s Financial Advisor Crestmark retained Sandler O’Neill on June 29, 2017 to act as an independent financial advisor to Crestmark’s board of directors in connection with Crestmark’s consideration of a possible business combination. Crestmark selected Sandler O’Neill because Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Sandler O’Neill acted as an independent financial advisor in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of the merger agreement. At the January 8, 2018 meeting at which Crestmark’s board of directors considered and discussed the terms of the merger agreement and the merger, Sandler O’Neill delivered to Crestmark’s board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of January 8, 2018, the exchange ratio provided for in the merger agreement was fair to the Crestmark common shareholders from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Appendix D to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the written opinion set forth below is qualified in its entirety by reference to the full text of the written opinion. Holders of Crestmark common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to Crestmark’s board of directors in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any Crestmark shareholder as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the Crestmark shareholders and does not address the underlying business decision of Crestmark to engage in the merger, the form or structure of the merger or any other transactions contemplated by the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Crestmark or the effect of any other transaction in which Crestmark might engage. Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Crestmark or Meta, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder, including the merger consideration to be received by the Crestmark shareholders. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee. In connection with its opinion, Sandler O’Neill reviewed and considered, among other things: • A draft of the merger agreement, dated January 3, 2018; • Certain publicly available financial statements and other historical financial information of Crestmark and Crestmark Bank that Sandler O’Neill deemed relevant; • Certain publicly available financial statements and other historical financial information of Meta and MetaBank that Sandler O’Neill deemed relevant; • Certain internal financial projections for Crestmark for the years ending December 31, 2017 through December 31, 2021, as provided by the senior management of Crestmark; • Publicly available consensus mean analyst earnings per share estimates for Meta for the years ending September 30, 2018 and September 30, 2019 as confirmed by the senior management of Meta, as well as long-term earnings per share estimates for the years ending September 30, 2020 through September 30, 2022 and estimated dividends per share for the years ending September 30, 2018 through September 30, 2022, as provided by the senior management of Meta; 54