CASH 2018 Special Proxy Statement

are inaccurate as of the date hereof or the effective time of the merger. In addition, this opinion is based on current law and cannot be relied upon if current law changes with retroactive effect. The opinion of counsel is not binding upon the IRS or the courts, and there is no assurance that the IRS or a court will not take a contrary position. Neither Meta nor Crestmark has requested, and neither Meta nor Crestmark intends to request, any ruling from the IRS as to the United States federal income tax consequences of the merger. Crestmark shareholders are urged to consult their tax advisors as to the particular United States federal income tax consequences of the merger to them, as well as any tax consequences arising under any state, local and non-U.S. tax laws or any other United States federal tax laws. Assuming that the merger is completed according to the terms of the merger agreement without waiver or modification of any provision thereof, based on and subject to the foregoing, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Based on the qualification of the merger as a “reorganization” under the Code, the following material United States federal income tax consequences will result to a U.S. holder upon the exchange of its Crestmark common stock in the merger: • No gain or loss will be recognized by a U.S. holder of Crestmark that receives shares of Meta common stock in exchange for shares of Crestmark common stock pursuant to the merger (except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of Meta common stock that the shareholder of Crestmark would otherwise be entitled to receive, as discussed below). • Such U.S. holder generally will have an aggregate tax basis in the shares of Meta common stock received by the U.S. holder with respect to each identifiable block of shares of Crestmark common stock (generally, Crestmark common stock acquired at the same cost in a single transaction) exchanged by the U.S. holder in the merger (including any fractional share of Meta common stock deemed received and redeemed for cash, as discussed below) equal to the U.S. holder’s aggregate tax basis in the shares of Crestmark common stock in such block. • The holding period of the shares of Meta common stock received by such U.S. holder with respect to each identifiable block of shares of Crestmark common stock exchanged in the merger (including any fractional share of Meta common stock deemed received and redeemed for cash, as discussed below) will include the holding period of the shares of Crestmark common stock in such block. • A U.S. holder of Crestmark common stock who receives cash in lieu of a fractional share of Meta common stock will be treated as having received the fractional share pursuant to the merger and then as having exchanged the fractional share for cash in a redemption by Meta. Subject to the discussion below regarding possible dividend treatment, a U.S. holder generally will recognize capital gain or loss with respect to cash received in lieu of a fractional share, measured by the difference, if any, between the amount of cash received and the tax basis in such fractional share (determined as described above). Any gain or loss recognized generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the shares of Crestmark common stock comprising the block of shares of Crestmark common stock exchanged in the merger were held for more than one year. The deductibility of capital losses is subject to limitations. If the U.S. holder’s receipt of cash has the effect of a distribution of a dividend under the provisions of the Code, such gain will be treated as dividend income rather than capital gain. The Internal Revenue Service has indicated in rulings that any reduction in the interest of a shareholder that owns a small number of shares in a publicly and widely held corporation and that exercises no control over corporate affairs would result in capital gain as opposed to dividend treatment. Because the possibility of dividend treatment depends primarily upon a U.S. holder’s particular circumstances, including the application of constructive ownership rules, U.S. holders should consult their tax advisors regarding this possibility. Backup Withholding and Information Reporting U.S. holders may be subject to information reporting and backup withholding on any cash payments they receive in the merger in lieu of fractional shares of Crestmark common stock. Payments will not be subject to 69