CASH 2018 Special Proxy Statement

partnership should consult its tax advisor concerning the tax consequences of the merger. Crestmark shareholders that are not U.S. holders may have different tax consequences than those described below, and are urged to consult their tax advisors about the tax treatment of the merger to them under United States and non-U.S. laws. This discussion addresses only those Crestmark shareholders that hold their Crestmark common stock as a capital asset within the meaning of Section 1221 of the Code, and does not address all the United States federal income tax consequences that may be relevant to particular Crestmark shareholders in light of their individual circumstances or to Crestmark shareholders that are subject to special rules, such as: • financial institutions; • pass-through entities or investors in pass-through entities; • insurance companies; • tax-exempt organizations; • dealers in securities or currencies; • traders in securities that elect to use a mark-to-market method of accounting; • persons that hold Crestmark common stock as part of a straddle, hedge, constructive sale or conversion transaction; • regulated investment companies; • real estate investment trusts; • certain expatriates or persons that have a functional currency other than the U.S. dollar; and • shareholders who acquired their shares of Crestmark common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan. In addition, this discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the 3.8% unearned income Medicare contribution tax. The following discussion is based on the Code, its legislative history, existing and proposed regulations thereunder, and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion. Meta’s obligation to complete the merger is conditioned upon the receipt of an opinion from Meta’s counsel, Katten Muchin Rosenman LLP, dated as of the closing date, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Crestmark’s obligation to complete the merger is conditioned upon the receipt of an opinion from Crestmark’s counsel, Dickinson Wright PLLC, dated as of the closing date, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Neither Meta nor Crestmark currently intends to waive this opinion condition to its obligation to complete the merger. The following discussion, subject to the limitations and qualifications described herein, constitutes the opinion of Katten Muchin Rosenman LLP and Dickinson Wright PLLC as to the material United States federal income tax consequences of the merger applicable to a U.S. holder of Crestmark common stock that exchanges Crestmark common stock in the merger, to the extent such discussion sets forth statements of United States federal income tax law or legal conclusions with respect thereto. This opinion does not address any state, local or foreign tax consequences of the merger. This opinion is based on certain assumptions and representations as to factual matters by Meta and Crestmark, and cannot be relied upon if any of the assumptions or representations 68