CASH 2018 Special Proxy Statement

COMPARISON OF STOCKHOLDER RIGHTS The rights of Meta stockholders are governed by the DGCL, and Meta’s certificate of incorporation and Meta’s by-laws. The rights of Crestmark shareholders are governed by the MBCA, Crestmark’s articles of incorporation and Crestmark’s by-laws. After the merger, the rights of Meta and Crestmark stockholders will be governed by the DGCL, Meta’s certificate of incorporation and Meta’s by-laws. The following discussion summarizes the material differences between the rights of Crestmark shareholders and the rights of Meta stockholders. We urge you to read Meta’s certificate of incorporation, Meta’s by-laws, Crestmark’s articles of incorporation, Crestmark’s by-laws, the DGCL and MBCA carefully and in their entirety. Authorized Capital Stock Meta . Meta’s certificate of incorporation authorizes it to issue up to 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 Meta preferred stock, par value $0.01 per share. As of the Meta record date, there were 9,699,591 shares of Meta common stock issued and outstanding, and no shares of Meta preferred stock or Meta nonvoting common stock were issued or outstanding. See “Description of Meta Capital Stock.” As of the Meta record date, 812,001 shares of Meta common stock were reserved for issuance upon conversion or exercise of stock options and vesting of other awards under Meta’s equity compensation plans. Crestmark . Crestmark’s articles of incorporation provide that the authorized capital stock of Crestmark consists of 4,000,000 shares of common stock, no par value per share, and 2,000,000 shares of preferred stock, par value $0.01 per share (“Crestmark preferred stock”). Pursuant to a certificate of designation, filed on August 5, 2011 by Crestmark (the “certificate of designation”), 8,250 shares of Crestmark preferred stock were designated as shares of Senior Non-Cumulative Perpetual Preferred Stock, Series A. As of the Crestmark record date, there were 1,247,747 shares of Crestmark common stock outstanding and no shares of Crestmark preferred stock outstanding. As of the Crestmark record date, of the authorized capital stock, 102,500 shares of Crestmark common stock were issuable upon conversion or exercise of stock options and vesting of other awards under Crestmark’s equity compensation plans. Size of Board of Directors Meta . Meta’s certificate of incorporation provides for Meta’s board of directors to consist of a number of directors to be fixed by Meta’s board of directors from time to time. The Meta board of directors currently has eight directors. Crestmark . Crestmark’s by-laws provide for Crestmark’s board of directors to consist of no less than five and no more than 25 directors, with the exact number to be fixed by Meta’s board of directors from time to time. Crestmark’s board of directors currently has seven directors. 132