CASH 2018 Special Proxy Statement

Approval of the charter amendment proposal will allow Meta to declare the stock split while also maintaining Meta’s flexibility to use capital stock for various purposes, including capital raising, providing equity incentives to directors and employees to attract and retain talented personnel, paying stock dividends or effecting future stock splits, expanding Meta’s business through acquisitions or other strategic transactions involving the issuance of shares, including mergers, acquisitions and other business combinations, and other general corporate purposes. Consistent with the currently authorized but unissued shares of Meta common stock, the additional shares of Meta common stock authorized by the charter amendment proposal, if approved by Meta stockholders, would be available for issuance without further action by Meta stockholders, unless further action is required by law, the rules of the NASDAQ Stock Market or any other stock exchange on which Meta common stock, as applicable, may be then listed. Impact of Increase in Authorized Shares and Stock Split Current After Authorized Share Increase and Stock Split Authorized Shares of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 90,000,000 Shares Outstanding as of April 19, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,699,591 29,098,773 Shares Held in Treasury as of April 19, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,945 62,835 Shares Issued as of March 12, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,720,536 29,161,608 Shares Reserved for Issuance under Equity Plans as of April 19, 2018 . . . . . . . . . . . 812,001 2,436,003 Approximate Shares Reserved for Crestmark Acquisition (1) . . . . . . . . . . . . . . . . . . . . 3,300,000 9,900,000 Total Shares Outstanding and Reserved/Committed . . . . . . . . . . . . . . . . . . . . . . . 13,832,537 41,497,611 Shares Available for Issuance – Pre-Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,167,463 N/A Shares Available for Issuance – Post-Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 48,502,389 Shares Available as a Percent of Authorization (2) . . . . . . . . . . . . . . . . . . . . . . . . . . 53.89% 53.89% (1) This approximation is based upon the number of shares of Crestmark common stock outstanding as of the date of the merger agreement. (2) Reflects (a) pre-increase ratio to Authorized Shares of Common Stock in the Current column and (b) post- increase ratio to Authorized Shares of Common Stock in the After Authorized Share Increase and Stock Split column. The board of directors of Meta believe it is in the best interests of its stockholders to increase the number of authorized shares of Meta common stock to accommodate the stock split. Consequences of the charter amendment and stock split If Meta stockholders approve the Meta merger proposal, upon the closing of the transactions contemplated by the merger agreement, based upon the shares of Crestmark common stock outstanding as of the date of the merger agreement, Meta would issue approximately 3.3 million shares of Meta common stock to Crestmark shareholders. If the charter amendment proposal is approved by Meta’s stockholders and the stock split is implemented prior to the consummation of the merger, the exchange ratio pursuant to the merger agreement will be adjusted such that, upon the closing of the merger, Crestmark stockholders would receive 7.95 shares of Meta common stock for each share of Crestmark common stock held by them. See the section entitled “The Merger Agreement—Conversion of Shares; Exchange of Certificates; Fractional Shares” beginning on page 74. 93