CASH 2018 Special Proxy Statement

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. Holders of Crestmark common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed transaction. The opinion was for the information of, and was directed to, the Crestmark board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Crestmark to engage in the merger or enter into the merger agreement or constitute a recommendation to the Crestmark board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Crestmark common stock or any shareholder of any other entity as to how to vote in connection with the stock issuance proposal, the merger or any other matter. Certain Directors and Executive Officers May Have Interests in the Merger That Differ from Your Interests (Page 70) Certain directors and executive officers of Crestmark and/or Crestmark Bank have interests in the merger other than their interests as shareholders, including: • Crestmark has entered into a change in control agreement (the “Goik change in control agreement”) and a transaction bonus agreement (the “Goik transaction bonus agreement”) with Michael Goik, Crestmark Bank’s current President and Chief Operating Officer. The Goik change in control agreement and the Goik transaction bonus agreement provide for potential payments of transaction- based compensation in connection with a change in control of Crestmark and termination compensation to Mr. Goik in the event of a qualifying termination of employment. • W. David Tull, Crestmark’s current Chairman and Chief Executive Officer, Jack Talkington, Crestmark’s current Chief Financial Officer, and Mark Matheson, Crestmark’s current Chief Credit Officer, have each entered into a change in control agreement with Crestmark that provides for the potential payment of termination compensation in the event of a qualifying termination of such person’s employment with Crestmark or any successor thereto. • Immediately following the closing of the merger, Meta will enter into retention bonus agreements with each of Messrs. Talkington and Matheson (each, a “retention bonus agreement”), which will provide that each such person will be granted 1,000 shares of Meta restricted stock (the “retention units”) pursuant to a restricted stock agreement with Meta. Provided that such person remains employed by Meta as of the vesting date of the retention units set forth in the applicable restricted stock agreement, the retention units would vest as follows: 250 shares on September 1 of each of 2018, 2019, 2020 and 2021. • Effective as of the effective time of the merger, each of W. David Tull, Crestmark’s Chairman and Chief Executive Officer, and Michael R. Kramer, a member at the law firm Dickinson Wright, PLLC, legal counsel to Crestmark, will be appointed to the board of directors of each of Meta and MetaBank. • In connection with the execution of the merger agreement, Meta and Mr. Goik entered into an employment agreement (the “employment agreement”), pursuant to which Mr. Goik will serve as Executive Vice President of MetaBank and President of the Meta Commercial Finance Division, in each case, effective as of the closing date of the merger. The employment agreement provides for the termination of the Goik change in control agreement and the Goik transaction bonus agreement with Crestmark, described above, following the merger. In recognition of the termination of each of the Goik change in control agreement and the Goik transaction bonus agreement with Crestmark as well as 6