CASH 2018 Special Proxy Statement

shareholder the Meta common stock or cash payable under the merger agreement if such shareholder submits an affidavit of that fact and indemnity agreement, or, if requested by Meta or the exchange agent, if such shareholder posts bond in a customary amount as indemnity against any claim that may be made against Meta about ownership of the lost, stolen or destroyed certificate, together with the payment of any applicable fees. For a description of Meta common stock and a description of the differences between the rights of Crestmark shareholders and Meta stockholders, see “Description of Meta Capital Stock” and “Comparison of Stockholder Rights.” Effective Time We plan to complete the merger on a business day designated by Meta and Crestmark that is no later than five business days after the satisfaction or waiver of the last remaining conditions to the merger, other than those conditions that, by their nature, are to be satisfied at the closing of the merger, but subject to the fulfillment or waiver of those conditions, or such other time as the parties may mutually agree in writing. The time the merger is completed is referred to as the “effective time” of the merger. See “—Conditions to Completion of the Merger.” We anticipate that we will complete the merger during the second calendar quarter of 2018. However, completion could be delayed if there is a delay in obtaining the necessary regulatory approvals or the shareholder approvals or for other reasons. There can be no assurances as to if or when these approvals will be obtained or as to whether or when the merger will be completed. If we do not complete the merger by June 30, 2018, subject to an automatic two-month extension to obtain regulatory approvals if such approvals are not obtained as of June 30, 2018, then either party may terminate the merger agreement without penalty, unless the failure to complete the merger by such date is due to the material breach of the merger agreement by the party seeking to terminate the merger agreement. See “—Conditions to Completion of the Merger” and “—Regulatory Approvals Required for the Merger.” Representations and Warranties The merger agreement includes customary representations and warranties of Meta and Crestmark relating to their respective businesses that are made as of the date of the merger agreement and as of the closing date of the merger. However, it should be noted that these representations and warranties: • have been qualified by information set forth in confidential disclosure schedules delivered in connection with signing the merger agreement – the information contained in those schedules modifies, qualifies and creates exceptions to the representations and warranties in the merger agreement; • will not survive consummation of the merger; • may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the merger agreement if those statements turn out to be inaccurate; and • are, in some cases, subject to a materiality standard described in the merger agreement that may differ from what may be viewed as material by you. The merger agreement contains representations and warranties of Meta and Crestmark, to each other, as to, among other things: • the corporate organization and existence of each party; • the capitalization of each party; • the authority of each party and its respective subsidiary bank to enter into the merger agreement (and any other agreement contemplated thereby) and the enforceability of the merger agreement against each party and its respective subsidiary bank; 76