CASH 2018 Special Proxy Statement

We Must Meet Several Conditions to Complete the Merger (Page 84) Completion of the merger depends on a number of conditions being satisfied or waived, including the following: • the merger agreement and the merger must be approved by the requisite vote of Crestmark shareholders; • the merger agreement, the merger and the issuance of Meta common stock must be approved by the requisite vote of holders of Meta common stock; • all requisite regulatory approvals must be obtained and in full force, and all statutory waiting periods in respect thereof must have terminated; • all other approvals or consents must be obtained and in full force and all statutory waiting periods in respect thereof must have terminated, except for those which will not result in a material adverse effect on Meta; • there must be no government action or other legal restraint or prohibition preventing completion of the merger or the other transactions contemplated by the merger agreement; • the Meta common stock that is to be issued in the merger must be approved for listing on the NASDAQ Global Select Market, and the registration statement filed with the SEC, of which this joint proxy statement/prospectus is a part, must be effective; • Crestmark’s adjusted tangible common equity, as defined in the merger agreement, must be greater than or equal to $97.0 million; • Crestmark must have delivered to Meta Crestmark’s 2017 audited financial statements; • Meta must have received (i) resolutions of Crestmark’s board of directors terminating Crestmark’s employee benefit plans, and (ii) other specified evidence of employee benefit plan compliance; • Crestmark must have delivered to Meta evidence of satisfaction of any corrective actions; • Meta must have received the report from BDO USA LLP regarding the valuation of certain restrictive covenants for purposes of Section 280G of the Code; • Meta stockholders must have approved an amendment to Meta’s certificate of incorporation to increase the authorized number of shares of Meta common stock; and • Certain other conditions customary for agreements of this sort, such as the accuracy of representations and warranties subject to materiality standards set forth in the merger agreement, the compliance in all material respects by the parties with their obligations under the merger agreement and the non-existence of a material adverse effect (as such term is defined in the merger agreement). Where the law permits, either of Meta or Crestmark could choose to waive a condition to its obligation to complete the merger even when that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. We Must Obtain Regulatory Approvals to Complete the Merger (Page 88) To complete the merger, Meta and Crestmark must receive prior approval from the Board of Governors of the Federal Reserve System or its designee (the “Federal Reserve”). Meta filed various applications and notices under the Home Owners Loan Act, 12 U.S.C. §§ 1461 et seq. (“HOLA”) and the Bank Holding Company Act of 1956, 12 U.S.C. §§ 1841 et seq. (“BHCA”) for approval of the merger with the Federal Reserve Bank of Minneapolis (“FRB-M”) on March 14, 2018. In addition, completion of the bank merger is subject to the approval of the 8