CASH 2018 Special Proxy Statement

vote on the Meta merger proposal, and that Meta will adjourn or postpone such meeting (i) if there are insufficient shares of Meta common stock to constitute a quorum, (ii) if Meta has not then received sufficient proxies to approve the Meta merger proposal, or (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure required under law; • to convene a special meeting of Crestmark shareholders within 45 days from the date the registration statement, of which this joint proxy statement/prospectus is a part, becomes effective to consider and vote on the Crestmark merger proposal, and that Crestmark will adjourn or postpone such meeting (i) if there are insufficient shares of Crestmark common stock to constitute a quorum, (ii) if Crestmark has not then received sufficient proxies to approve the Crestmark merger proposal, or (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure required under law; • to cooperate to schedule and convene the Meta shareholder meeting and the Crestmark shareholder meeting on the same date and to keep the other party informed regarding solicitation efforts and voting results; • to, subject to applicable law, cooperate with each other and prepare promptly and file all necessary documentation to obtain all required permits, consents, approvals and authorizations of third parties and governmental entities, including this joint proxy statement/prospectus and the registration statement for the Meta common stock to be issued in the merger of which this joint proxy statement/ prospectus is a part; • that Meta will use its reasonable best efforts to cause the shares of Meta common stock to be issued in the merger to be approved for listing on the NASDAQ Global Select Market (subject to official notice of issuance) as promptly as practicable, and in any event before the effective time of the merger; • to consult with each other regarding press releases, subject to applicable law; • to provide to each other, and to each other’s officers, employees, counsel, accountants and other authorized representatives, reasonable access during normal business hours throughout the period prior to the effective time of the merger to the books, records, properties, personnel and other information of Meta or Crestmark as either Meta or Crestmark may reasonably request; • to each confer on a regular basis with representatives of the other party and to report the general status of the ongoing operations of each party and its respective subsidiaries, including promptly providing copies of each report filed by such party or any of its subsidiaries with a governmental authority, subject to confidentiality and certain other limitations; • to supplement our respective disclosure schedules to the merger agreement with respect to any matter which would have been required to have been disclosed if existing on the date of the merger agreement; • that, for a period of six years after the effective time of the merger, Meta will indemnify, defend and hold harmless the directors and officers of Crestmark (when acting in such capacity) against all costs and liabilities arising out of actions or omissions occurring at or before the completion of the merger, in accordance with Crestmark’s articles of incorporation and Crestmark’s by-laws, to the extent permitted by law; • that, for a period of six years after the effective time of the merger, Meta will maintain Crestmark’s existing directors’ and officers’ liability insurance for liabilities that arose prior to the completion of the merger if the total premium therefor is not in excess of 200% of the last annual premium paid prior to the date of the merger agreement (see “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Interests of Certain Persons in the Merger”); • that, not later than the day immediately preceding the closing date of the merger, Crestmark will cause any employee benefit plan of Crestmark to be fully funded, to terminate all such employee benefit plans of Crestmark as of the effective time of the merger, and to commence the process to pay out any vested benefits thereunder to participating and eligible employees of Crestmark; 83