CASH 2018 Special Proxy Statement

• 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, 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; and • 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. The obligation of Crestmark to complete the merger is subject to the satisfaction or waiver of certain conditions, including the following: • each of the representations and warranties of Meta contained in the merger agreement must be true and correct in all material respects as of the date of the merger agreement and as of the closing date of the merger, and Meta must have performed all obligations and complied with all agreements and covenants required to be performed by it under the merger agreement in all material respects; • since the date of the merger agreement, no condition, event, fact, circumstance or other occurrence will have occurred which has had or is reasonably expected to have a material adverse effect on Meta, as the surviving entity; • the bank merger agreement must have been executed and delivered by Meta; • receipt of a legal opinion from Dickinson Wright PLLC, dated as of the closing date of the merger, that, on the basis of facts, representations and assumptions set forth in the opinion, the merger will be treated as a tax-free reorganization under federal tax laws; and • the board of directors of each of Meta and MetaBank must have approved the merger agreement, including the merger and the other transactions contemplated thereby, and the board of directors of Meta shall not have adversely withheld, withdrawn or modified the recommendation to Meta stockholders to approve the merger proposal with Crestmark. In addition, the obligation of Meta to complete the merger is subject to the satisfaction or waiver of certain conditions, including the following: • each of the representations and warranties of Crestmark contained in the merger agreement must be true and correct in all material respects as of the date of the merger agreement and as of the closing date of the merger and Crestmark must have performed all obligations and complied with all agreements and covenants required to be performed by it under the merger agreement in all material respects; • the bank merger agreement must have been executed and delivered by Crestmark; • the board of directors of Crestmark and Crestmark Bank must have approved the merger agreement, including the merger and the other transactions contemplated thereby, and the board of directors of Crestmark shall not have adversely withheld, withdrawn or modified the recommendation to Crestmark’s shareholders to approve the merger proposal with Meta; • since the date of the merger agreement, no condition, event, fact, circumstance or other occurrence will have occurred which has had or is reasonably expected to have a material adverse effect on Crestmark or Meta as the surviving entity; • the employment agreement between Meta and Michael Goik must be in full force and effect as of the consummation of the merger; 85