CASH 2018 Special Proxy Statement

shares are held in “street name” and your broker is considered the shareholder of record. Crestmark sent copies of this joint proxy statement/prospectus directly to all Crestmark shareholders of record. If you are a beneficial owner whose shares are held in street name, these materials were sent to you by the broker through which you hold your shares. As the beneficial owner, you may direct your broker how to vote your shares at the Crestmark special meeting, and the broker is obligated to provide you with a voting instruction form for you to use for this purpose. Quorum Requirements A quorum is required to transact business and consider each proposal at the Crestmark special meeting. The holders of a majority of the outstanding shares of Crestmark common stock on the Crestmark record date, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Crestmark special meeting. Abstentions and broker non-votes are treated as present for quorum purposes. Vote Required; Treatment of Abstentions and Failure to Vote Crestmark Merger Proposal Pursuant to Section 703a of the MBCA, Crestmark’s by-laws and Section 5.04 of the merger agreement, in order to complete the merger, Crestmark must obtain the prior affirmative vote from the holders of at least a majority of the outstanding shares of Crestmark common stock entitled to vote thereon. The board of directors of Crestmark has unanimously approved the merger agreement and the transactions contemplated. If a Crestmark shareholder fails to submit a proxy card or vote in person at the Crestmark special meeting, marks “ ABSTAIN ” on the shareholder’s proxy card or fails to instruct the shareholder’s broker with respect to the Crestmark merger proposal, it will have the same effect as a vote “ AGAINST ” approval of the Crestmark merger proposal. Crestmark Adjournment Proposal By a vote of the majority of shareholders present, in person or by proxy, whether or not a quorum is present, the special meeting may, from time to time, be adjourned, by resolution to another place and time, for a period not exceeding fourteen (14) days in any one case. If a Crestmark shareholder marks “ ABSTAIN ” with respect to the Crestmark adjournment proposal, it will have the same effect as a vote “ AGAINST ” the Crestmark adjournment proposal. If a Crestmark shareholder fails to submit a proxy card or vote in person at the Crestmark special meeting or fails to instruct the shareholder’s broker with respect to the Crestmark adjournment proposal, it will have no effect on such proposal. Shares Held by Directors and Officers As of the Crestmark record date, Crestmark’s directors and executive officers and their affiliates held approximately 31% of the outstanding shares of Crestmark common stock entitled to vote at the Crestmark special meeting. 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 pursuant to which, among other things, each such Crestmark shareholder agreed to vote such Crestmark shareholder’s shares of Crestmark common stock in favor of the merger agreement, the merger and the other transactions contemplated by the merger agreement, at the Crestmark special meeting. See “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER— Interests of Certain Persons in the Merger.” As of the Crestmark record date, Meta and its subsidiaries did not beneficially own any shares of Crestmark common stock and none of its directors and executive officers and their affiliates held shares of Crestmark common stock. 36