CASH 2018 Special Proxy Statement

DESCRIPTION OF META CAPITAL STOCK As a result of the merger, Crestmark shareholders that receive shares of Meta common stock in the merger will become stockholders of Meta. Meta stockholders’ rights will be governed by Delaware law, Meta’s certificate of incorporation, Meta’s by-laws and federal law governing bank holding companies, in each case, as may be amended and in effect from time to time. We urge all Meta stockholders to read the applicable provisions of Delaware law, Meta’s certificate of incorporation, Meta’s by-laws and federal law governing bank holding companies carefully and in their entirety. Copies of Meta’s certificate of incorporation and Meta’s by-laws have been filed with the SEC. To find out where copies of these documents can be obtained, see “Where You Can Find More Information.” General Under Meta’s certificate of incorporation, Meta’s authorized capital stock consists of 30,000,000 shares of common stock, par value $0.01 per share, 3,000,000 shares of nonvoting common stock, par value $0.01 per share, and 3,000,000 shares of preferred stock, par value $0.01 per share (“Meta preferred stock”). As of the Meta record date, there were 9,699,591 shares of Meta common stock issued and outstanding, and no shares of Meta nonvoting common stock or Meta preferred stock were issued or outstanding. In addition, as of the Meta record date, 812,001 shares of Meta common stock were reserved for issuance upon exercise of stock options and vesting of other awards under Meta’s equity compensation plans. Common Stock Meta common stock is currently traded on the NASDAQ Global Select Market under the symbol “CASH.” Each share of Meta common stock has the same relative rights and is identical in all respects with each other share of Meta common stock, except that Meta nonvoting common stock only has those voting rights required by the DGCL. Each share of Meta nonvoting common stock will automatically convert into one share of Meta common stock only in the event of a “Permitted Transfer” (as defined in Meta’s certificate of incorporation) to a transferee. Meta common stock represents non-withdrawable capital, is not of an insurable type and is not insured by the Federal Deposit Insurance Corporation. Except with respect to the nonvoting common stock, each holder of Meta common stock is entitled to one vote for each share held on all matters voted upon by Meta stockholders, subject to the restrictions on acquisitions of stock and related takeover defensive provisions set forth in Meta’s certificate of incorporation and Meta’s by-laws summarized below. Liquidation or Dissolution . In the event of the liquidation or dissolution of Meta, the holders of Meta common stock are entitled to receive—after payment or provision for payment of all debts and liabilities of Meta (including all deposits in MetaBank and accrued interest thereon) and after the distribution to certain eligible account holders who continue their deposit accounts at MetaBank — all assets of Meta available for distribution, in cash or in kind. If Meta issues preferred stock, the holders thereof may have a priority interest over the holders of Meta common stock in the event of liquidation or dissolution. No Preemptive Rights . Holders of Meta common stock are not entitled to preemptive rights with respect to any shares of Meta common stock which may be issued. Meta common stock is not subject to call for redemption, and each outstanding share of Meta common stock is fully paid and nonassessable. Dividends . Meta’s board of directors (or an authorized committee thereof) has the power to declare dividends from time to time as permitted by applicable law. Subject to limitations under the laws of the State of Delaware and preferences that may apply to outstanding shares of Meta preferred stock, holders of Meta common stock are entitled to receive ratably dividends declared by Meta’s board of directors out of funds legally available therefor. The ability to pay dividends depends on the amount of dividends paid to Meta by MetaBank. Meta’s 128