CASH 2018 Special Proxy Statement

In connection with the application to the OCC to approve the bank merger, MetaBank requested that, after the effectiveness of the bank merger, the OCC allow MetaBank to comply with Section 5(r) of the HOLA within two-years, as permitted by statute. As described above, the OCC approved the bank merger on April 19, 2018, subject to customary conditions and MetaBank is awaiting confirmation as to whether the requested allowance will be granted. Michigan Department of Insurance and Financial Services . Completion of the merger and the related transactions, including the bank merger, requires prior notice to the DIFS pursuant to the Michigan Banking Code of 1999, 1999 P.A. 276, as amended, M.C.L. §§ 487.11101 et seq., as set forth in M.C.L. § 487.13702(b). As required by Michigan law, a copy of the bank merger application to the OCC was filed with the DIFS on March 9, 2018. Stock Exchange Listing Meta has agreed to use its commercially reasonable efforts to list the shares of Meta common stock to be issued in connection with the merger on the NASDAQ Global Select Market. It is a condition to the completion of the merger that those shares be approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance. Following the merger, Meta expects that its common stock will continue to trade on the NASDAQ Global Select Market under the symbol “CASH.” Restrictions on Resales by Affiliates Meta is registering its shares of common stock to be issued in the merger with the SEC under the Securities Act pursuant to this joint proxy statement/prospectus. No restrictions on the sale or other transfer of shares of Meta common stock issued in the merger will be imposed solely as a result of the merger, except for restrictions on the transfer of shares of Meta common stock issued to any Crestmark shareholder who is or becomes an “affiliate” of Meta for purposes of Rule 144 under the Securities Act. The term “affiliate” is defined in Rule 144 under the Securities Act as a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Meta or the combined company, as the case may be. No Dissenters’ Rights of Appraisal Dissenters’ rights of appraisal are rights that, if available under applicable law or otherwise, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Dissenters’ rights of appraisal are not available in all circumstances, and exceptions to those rights are provided in the Michigan Business Corporation Act (“MBCA”). Under Section 762(2) of the MBCA and Crestmark’s articles of incorporation and by-laws, Crestmark shareholders will not have dissenters’ rights of appraisal in connection with the merger because the merger consideration will consist of shares of Meta common stock, which are listed on the NASDAQ Global Select Market, or, in the event a Crestmark shareholder would be entitled to cash in lieu of fractional shares of Meta common stock, a combination of Meta common stock and cash. Voting Agreements In connection with the execution of, and as a condition to Meta’s willingness to enter into, the merger agreement, certain of Crestmark’s directors and executive officers and holders of Crestmark common stock, representing an aggregate of approximately 34% of Crestmark’s outstanding common stock as of January 9, 2018 have entered into voting agreements with Meta. A copy of the form of these voting agreements is attached as Appendix B to this joint proxy statement/prospectus. 90