CASH 2018 Special Proxy Statement

THE MERGER AGREEMENT The following discussion is a summary of what we believe are the material provisions of the merger agreement. This summary, however, is qualified in its entirety by references to the merger agreement, which is attached as Appendix A and incorporated by reference in this joint proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety. Structure Subject to the terms and conditions of the merger agreement, Crestmark will merge with and into Meta, with Meta being the surviving company. Immediately following such merger, pursuant to the terms and conditions of the bank merger agreement, Crestmark Bank will merge with and into MetaBank, with MetaBank being the surviving bank. As a result of the merger, the separate existence of each of Crestmark and Crestmark Bank shall terminate. Merger Consideration In connection with the merger, each share of Crestmark common stock outstanding at the effective time of the merger will convert into the right to receive 2.65 fully paid and non-assessable shares of Meta common stock. At the effective time of the merger, each outstanding in-the-money Crestmark stock option will be cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of (a) the number of shares of Crestmark common stock underlying such in-the-money Crestmark stock option, multiplied by (b) the excess of (i) the per share purchase price over (ii) the exercise price of such in-the-money Crestmark stock option, less any applicable withholding taxes. Any out-of-the-money Crestmark stock option will be cancelled and of no further force or effect as of the effective time of the merger, without any consideration therefor. In addition, upon the effective time of the merger, in lieu of fractional shares of Meta common stock that would otherwise be issued as stock merger consideration, all fractional shares will be converted into the right to receive cash (rounded down to the nearest whole cent), without any interest and subject to any required withholding tax, in an amount equal to the per share purchase price multiplied by the fractional share interest of such Meta common stock to which such Crestmark share would otherwise be converted. The exchange ratio of 2.65 shares of Meta common stock for each share of Crestmark common stock is subject to adjustment in the event of a stock split, stock dividend or distribution, recapitalization, reclassification, exchange or similar transaction with respect to the outstanding shares of Meta common stock. Based upon the closing sale price of Meta common stock on the NASDAQ Global Select Market of $113.35 on April 19, 2018, the per share value of the stock merger consideration was equal to approximately $300.38. The value of the shares of Meta common stock to be issued to Crestmark shareholders in the merger will fluctuate between now and the closing date of the merger. We make no assurances as to whether or when the merger will be completed, and you are advised to obtain current sale prices for Meta common stock. See “Risk Factors—Because the market price of Meta common stock will fluctuate, Crestmark shareholders cannot be certain of the market value of the merger consideration they will receive” beginning on page 19 of this joint proxy statement/prospectus. Conversion of Shares; Exchange of Certificates; Fractional Shares Conversion . The conversion of Crestmark common stock and Crestmark stock options into the right to receive the merger consideration will occur automatically at the effective time of the merger. 74