CASH 2018 Special Proxy Statement

Office of the Comptroller of the Currency (the “OCC”). MetaBank filed an application for approval of the bank merger (the “bank merger application”) with the OCC on March 2, 2018 and received an approval letter subject to customary conditions dated April 19, 2018. A copy of one or more of the applications and notices has been furnished to the U.S. Department of Justice (the “DOJ”), the Federal Deposit Insurance Corporation (the “FDIC”), and the OCC. Copies of certain of the notices have been filed with the DOJ and the Federal Trade Commission (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 Michigan Department of Insurance and Financial Services (the “DIFS”) on March 9, 2018. A courtesy copy of one or more of the applications and notices to the Federal Reserve was provided to the DIFS on March 16, 2018. The DOJ also has the right to provide input into the approval process of federal banking agencies and would have 30 days following any approval of a federal banking agency to challenge the approval of the mergers on antitrust grounds. There can be no assurance that the Federal Reserve or any other regulator will approve the merger, that the OCC will issue its letter certifying the bank merger, or as to the date of any such approval. See “Risk Factors— Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the mergers.” We May Terminate the Merger Agreement (Page 86) We can mutually agree at any time to terminate the merger agreement without completing the merger, even if Meta has received approval of the Meta merger proposal by its stockholders and Crestmark has received approval of the Crestmark merger proposal by its shareholders. The merger agreement also provides certain additional termination rights, including, among others, the right of either party to terminate the merger agreement without the consent of the other if (i) any requisite regulatory approvals (as hereinafter defined) are not obtained, (ii) Meta stockholders do not approve the Meta merger proposal or if Crestmark shareholders do not approve the Crestmark merger proposal, (iii) the merger is not completed on or before June 30, 2018, as may be extended for two months in order to obtain regulatory approvals if such regulatory approvals have not obtained as of such date, unless the failure to complete the merger by such date is due to the failure of the party seeking to terminate the merger agreement to comply with any of the provisions of the merger agreement or (iv) the consummation of the merger has been enjoined or prohibited by any governmental regulatory authority. We May Amend or Waive Merger Agreement Provisions (Page 87) At any time before completion of the merger, either Meta or Crestmark may, to the extent legally allowed, amend in writing the merger agreement or waive in writing compliance by the other with any provision contained 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 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. 9