CASH 2018 Special Proxy Statement

which requires stockholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance. Meta stockholders are being asked to vote on the charter amendment proposal to facilitate a forward stock split of Meta common stock through a stock dividend, whereby each outstanding share of Meta common stock, as of a to be determined record date, would effectively be split into three shares of Meta common stock (the “stock split”), and, without approval of the charter amendment proposal, Meta would not have sufficient authorized shares of Meta common stock to affect the stock split. Meta stockholder approval of the charter amendment proposal is required under Section 242 of the DGCL. Meta will transact such other business as may be properly brought before the Meta special meeting or any adjournment or postponement thereof. At this time, Meta’s board of directors knows of no other proposals or matters to be presented. You can vote at the Meta special meeting if you owned Meta common stock at the close of business on April 19, 2018 (the “Meta record date”). As of the Meta record date, there were 9,699,591 shares of Meta common stock outstanding and entitled to vote. A Meta stockholder can cast one vote for each share of Meta common stock owned on the Meta record date. Approval of each of the Meta merger proposal and the charter amendment proposal requires approval by Meta stockholders holding a majority of the outstanding shares of Meta common stock entitled to vote thereon. Approval of the Meta adjournment proposal requires the affirmative vote of a majority of the total votes cast by holders of Meta common stock on such proposal at the Meta special meeting. If a Meta stockholder marks “ ABSTAIN ” with respect to the Meta merger proposal or the charter amendment proposal or fails to either submit a proxy card or vote in person at the Meta special meeting or instruct the stockholder’s broker with respect to the Meta merger proposal or the charter amendment proposal, it will have the same effect as a vote “ AGAINST ” the Meta merger proposal or the charter amendment proposal, respectively. If a Meta stockholder marks “ ABSTAIN ” with respect to the Meta adjournment proposal, it will be counted for purposes of determining whether there is a quorum and will have the same effect as a vote “ AGAINST ” the Meta adjournment proposal. If a Meta stockholder fails to submit a proxy card or fails to instruct the stockholder’s broker with respect to the Meta adjournment proposal, if a quorum is present, it will have no effect on such proposal. For additional and more detailed information regarding the effect of broker non-votes, see “Meta Special Meeting—Shares Held in Street Name.” As of the Meta record date, Meta’s directors and executive officers and their affiliates held approximately 6.91% of the outstanding shares of Meta common stock entitled to vote at the Meta special meeting. Special Meeting of Crestmark (Page 35) Crestmark plans to hold its special meeting of shareholders at the Detroit Marriott Troy, 200 W. Big Beaver Road, Troy, Michigan 48084 on May 29, 2018 at 1:00 p.m. local time (the “Crestmark special meeting”). At the Crestmark special meeting, holders of shares of common stock of Crestmark, no par value per share (“Crestmark common stock”), will be asked to vote on the following proposals: • to adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement (the “Crestmark merger proposal”); and • to approve one or more adjournments of the Crestmark special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the Crestmark merger proposal (the “Crestmark adjournment proposal”). Crestmark shareholder approval of the Crestmark merger proposal is required to complete the merger. Crestmark shareholders are being asked to vote on the Crestmark merger proposal in order to satisfy the requirements of Section 703a of the MBCA. Pursuant to Section 703a of the MBCA and Crestmark’s by-laws, approval of the Crestmark merger proposal requires approval by prior affirmative vote from the holders of at 2