CASH 2018 Special Proxy Statement

Exchange Procedures . At or prior to the effective time of the merger, Meta will deposit with the exchange agent, Computershare Trust Company, N.A. and Computershare Inc. (collectively, the “exchange agent”), which also serves as Meta’s transfer agent, (i) certificates, or, at Meta’s option, evidence of shares in book-entry form, representing the shares of Meta common stock to be issued under the merger agreement and (ii) cash payable in lieu of any fractional shares of Meta common stock to be issued under the merger agreement. As promptly as practicable after the effective time of the merger, but in no event later than five business days after the closing date of the merger, the exchange agent will provide Crestmark shareholders with appropriate and customary transmittal materials and instructions in order to exchange their shares of Crestmark common stock for the stock merger consideration to be received in the merger pursuant to the terms of the merger agreement. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Crestmark common stock. Upon surrender to the exchange agent of its certificates or book-entry shares representing Crestmark common stock accompanied by a properly completed letter of transmittal timely delivered to the exchange agent, Crestmark shareholders will be entitled to receive as promptly as practicable the stock merger consideration, including any cash in lieu of fractional shares of Meta common stock. If any letter of transmittal from a holder of Crestmark common stock provides that Meta common stock is to be issued, or cash payment made, in a name other than that in which the Crestmark common stock surrendered in exchange for the stock merger consideration is registered, then the letter of transmittal must be properly endorsed with a signature guarantee from an eligible guarantor institution and accompanied by any other evidence of authority reasonably requested by the exchange agent, and otherwise put in proper form for transfer. At or as soon as practicable following the effective time of the merger, and in each case following the receipt by Meta, as the surviving entity, of a cancellation and consent letter agreement from a holder of an in-the-money Crestmark stock option in such form as is acceptable to Meta, Meta shall pay the option cash consideration (less any applicable withholding or other required taxes) payable, pursuant to the terms of the merger agreement, to each holder of an in-the-money Crestmark stock option in accordance with Meta’s ordinary payroll practices, subject to section 409A of the Code. Dividends and Distributions . Until your Crestmark common stock is surrendered for exchange, any dividends or other distributions declared after the effective time with respect to Meta common stock into which shares of Crestmark common stock may have been converted will accrue but will not be paid. When such Crestmark common stock has been duly surrendered, Meta will pay, without interest (i) at the time of such surrender, the dividends or other distributions with a record date after the effective time of the merger payable with respect to such whole shares of Meta common stock and not paid, and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to whole shares of Meta common stock with a record date after the effective time of the merger but with a payment date subsequent to surrender. Withholding . Meta (through the exchange agent, if applicable) will be entitled to deduct and withhold from the merger consideration payable to any Crestmark shareholder or any holder of in-the-money Crestmark stock options the amounts it is required to deduct and withhold under any federal, state, local or foreign tax law. If Meta or the exchange agent withholds any amounts, these amounts will be treated for all purposes of the merger as having been paid to the stockholders or optionholders, as applicable, from whom they were withheld. No Fractional Shares Will Be Issued . Meta will not issue fractional shares of Meta common stock in the merger. There will be no dividends or distributions with respect to any fractional shares of common stock or any voting or other rights with respect to any fractional shares of common stock. Instead of fractional shares of Meta common stock, Meta will pay to each Crestmark shareholder that would otherwise receive fractional shares of Meta common stock an amount in cash (without interest and rounded down to the nearest whole cent) determined by multiplying the fractional share interest in Meta common stock to which such Crestmark shareholder would otherwise be entitled by the per share purchase price. Lost, Stolen or Destroyed Crestmark Common Stock Certificates . If a Crestmark shareholder has lost a certificate representing Crestmark common stock, or it has been stolen or destroyed, Meta will issue to such 75