CASH 2018 Special Proxy Statement

backup withholding if the U.S. holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or (ii) provides Meta or the exchange agent, as appropriate, with a properly completed Internal Revenue Service Form W-9 (or its successor form) certifying that the U.S. holder is a United States person, the taxpayer identification number provided is correct and the U.S. holder is not subject to backup withholding. The taxpayer identification number of an individual is his or her Social Security number. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the U.S. holder’s United States federal income tax liability, provided the required information is timely furnished by the U.S. holder to the Internal Revenue Service. A U.S. holder of Crestmark common stock that receives Meta common stock as a result of the merger will be required to retain records pertaining to the merger. Each U.S. holder of Crestmark common stock that is required to file a United States federal income tax return and is a “significant holder” that receives Meta common stock in the merger will be required to file a statement with such United States federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth information regarding the parties to the merger, the date of the merger, such holder’s basis in the Crestmark common stock surrendered and the fair market value of Meta common stock (including fractional shares) received in the merger. A “significant holder” generally is a holder of Crestmark common stock that, immediately before the merger, owned at least 1% (by vote or value) of the Crestmark common stock. The discussion of the material United States federal income tax consequences set forth above is intended to provide only a general summary, and is not intended to be a complete analysis or description of all potential United States federal income tax consequences of the merger. Moreover, the discussion set forth above does not address tax consequences that may vary with, or are dependent on, individual circumstances. In addition, the discussion set forth above does not address any non-income tax or any foreign, state or local tax consequences of the merger and does not address the tax consequences of any transaction other than the merger. Accounting Treatment Meta will account for the merger as a purchase by Meta of Crestmark under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. Under the acquisition method of accounting, the total consideration paid in connection with the merger is allocated among Crestmark’s assets, liabilities and identified intangibles based on the fair values of the assets acquired, the liabilities assumed and the identified intangibles. The difference between the total consideration paid in connection with the merger and the fair values of the assets acquired, the liabilities assumed and the identified intangibles, if any, is allocated to goodwill. The results of operations of Crestmark will be included in Meta’s results of operations from the date of acquisition. Financial statements of Meta issued before completion of the merger will not be restated retroactively to reflect Crestmark’s historical financial position or results of operation. Interests of Certain Persons in the Merger General In considering the recommendations of Crestmark’s board of directors with respect to the merger, you should be aware that certain directors and executive officers of Crestmark and/or Crestmark Bank have agreements or arrangements that provide them with interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders of Crestmark. Crestmark’s board of directors was aware of these interests during its deliberations of the merits of the merger and in determining to recommend that Crestmark shareholders vote in favor of the Crestmark merger proposal (and thereby approve the transactions contemplated by the merger agreement, including the merger). These interests are described in more detail below, and certain of them are quantified in the narrative below. 70