CASH 2018 Special Proxy Statement

in the merger agreement. However, once Crestmark shareholders have approved the Crestmark merger proposal or Meta stockholders have approved the Meta merger proposal, no amendment may be made that would require further approval by Meta stockholders or Crestmark shareholders unless that approval is obtained. Meta may also change the structure of the merger or the method effecting the merger before the effective time of the merger, so long as any change does not: (i) change the kind or amount of consideration to be received by Crestmark shareholders; (ii) materially delay receipt of the requisite regulatory approvals; (iii) adversely affect the federal income tax consequences of the merger to Crestmark’s shareholders; or (iv) cause any of the conditions to complete the merger to be incapable of being satisfied. Regulatory Approvals Required for the Merger In the merger agreement, we have agreed to use commercially reasonable efforts to obtain the requisite regulatory approvals, which include approvals from the Federal Reserve and the OCC. Meta filed applications and notices under relevant provisions of the HOLA and the BHCA for approval of the merger with the FRB-M on March 14, 2018. In addition, Meta filed an application under the Bank Merger Act, 12 U.S.C. § 1828(c), and HOLA § 10(s), for approval of the bank merger with the OCC on March 2, 2018, which was approved subject to customary conditions on April 19, 2018. A copy of one or more of the applications and notices has been furnished to the DOJ, the FDIC, and the OCC. Copies of certain of the notices have been filed with the DOJ and the FTC pursuant to the Hart-Scott-Rodino Act. As required by Michigan law, a copy of the bank merger application was filed with the DIFS on March 9, 2018. A courtesy copy of one or more of the applications and notices to the FRB-M was provided to the DIFS on March 16, 2018. Meta and Crestmark cannot provide any assurance that the requisite regulatory approvals will be obtained in a timely manner or at all, or, if the requisite regulatory approvals are obtained, that such approvals will not contain a burdensome condition. In addition, Meta and Crestmark cannot provide any assurance that there will not be any public objection to or litigation challenging the requisite regulatory approvals, including any challenge by the DOJ, a state attorney general or a private party on antitrust grounds, or, if such a challenge is made, as to the result of any such challenge. Federal Reserve. The merger will be effected after a transitory conversion by Meta into a bank holding company, as such term is defined in the BHCA, for which a filing on Form FR Y-3 pursuant to BHCA Section 3(a)(1) was provided to the FRB-M on March 14, 2018. After such transitional conversion and the completion of the merger and the bank merger, Meta will resume its legal status as a savings and loan holding company and MetaBank will be the sole insured depository institution subsidiary of Meta. Additionally, a FR Y-4 notice filing was provided to the FRB-M on March 14, 2018 in connection with Meta’s momentary holding of (i) Crestmark Bank’s majority interests in certain subsidiary limited liability companies, and (ii) MetaBank, a federal savings bank, during Meta’s transitory conversion into a bank holding company. The merger, the bank merger and the other transactions contemplated by the merger agreement cannot be completed unless and until the requisite regulatory approvals are received and any required waiting periods in connection with such regulatory approvals have expired. The Federal Reserve will review the merger pursuant to the relevant provisions in the HOLA, including as set forth in Section 10 of the HOLA, 12 U.S.C. § 1467a, and the Board’s Regulation LL, 12 CFR Part 238, as well as the BHCA, including as set forth in 12 U.S.C. §§ 1842 and 1843 and the Board’s Regulation Y, 12 CFR Part 225. The Federal Reserve is prohibited from approving any merger transaction under Section 10(e) of the HOLA (i) which would result in a monopoly or be in furtherance of any combination or conspiracy to monopolize, or attempt to monopolize, the savings and loan business in any part of the United States, or (ii) whose effect in any section of the United States may be substantially to lessen competition, or to tend to create a monopoly or which in any other manner would be in restraint of trade, unless the Federal Reserve finds that the anti-competitive effects of the merger transaction are clearly outweighed in the public interest by the probable effect of the merger transaction in meeting the convenience and needs of the community to be served. 88