CASH 2018 Special Proxy Statement

RISK FACTORS In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this joint proxy statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this joint proxy statement/prospectus, including in particular the risk factors associated with Meta’s business contained under the heading “Risk Factors” and in other sections of Meta’s Annual Report on Form 10-K for Meta’s fiscal year ended September 30, 2017 as updated by Meta’s Quarterly Reports on Form 10-Q. See “Where You Can Find More Information.” Risks Related to the Merger Because the market price of Meta common stock will fluctuate, Crestmark shareholders cannot be certain of the market value of the merger consideration they will receive. Upon completion of the merger, holders of Crestmark common stock will receive for each share of Crestmark common stock they hold immediately prior to the completion of the merger a fixed exchange ratio of 2.65 shares of fully paid and non-assessable Meta common stock, and each outstanding in-the-money Crestmark stock option will be cancelled and converted into the right to receive an amount in cash equal to the product of the number of shares of Crestmark common stock underlying such in-the-money Crestmark stock option, multiplied by the excess of (a) the per share purchase price over (b) the exercise price of such in-the-money Crestmark stock option, less any applicable withholding taxes. The exchange ratio will not be adjusted for changes in the market price of Meta common stock between the date of signing the merger agreement and completion of the merger (other than to give effect to a stock split, stock dividend or similar transaction with respect to the outstanding shares of Meta common stock). Any change in the market price of Meta common stock prior to completion of the merger will affect the value of any shares of Meta common stock Crestmark shareholders receive as consideration in the merger and the option merger consideration. The market price of Meta common stock may fluctuate as a result of a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside our control. Accordingly, at the time of the Crestmark special meeting, Crestmark shareholders will not know or be able to calculate the market price of Meta common stock that they will receive upon completion of the merger. The lack of a public market for Crestmark’s common stock may make it difficult to evaluate the fairness of the merger, and Crestmark shareholders may receive consideration in the merger that is greater than or less than the fair value of the shares of common stock of Crestmark. Crestmark is privately held and its outstanding capital stock is not traded in any public market. The lack of a public market may make it difficult to determine the fair value of Crestmark or its shares of common stock. As the exchange ratio, and, accordingly, the approximate number of shares of Meta common stock to be issued to the Crestmark shareholders in the merger were determined based on negotiations between the parties, it is possible that, at the effective time of the merger, the aggregate value of the Meta common stock to be issued in connection with the merger may be greater or less than the fair value of Crestmark. Crestmark will be subject to business uncertainties and contractual restrictions while the merger is pending. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Crestmark and consequently on Meta. These uncertainties may impair Crestmark’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Crestmark to seek to change existing business relationships with Crestmark. Retention of certain employees may 19