Table of Contents I 284

CASH 2018 Special Proxy Statement

Table of Contents VIII
Summary 1
Selected Historical Consolidated Financial Data of Meta 11
Selected Historical Consolidated Financial Data of Crestmark 13
Selected Unaudited Pro Forma Financial Information 15
Comparative Historical and Unaudited Pro Forma Per Share Data and Comparative Per Share Market Price and Dividend Information 17
Cautionary Statement Regarding Forward-Looking Statements 18
Risk Factors 19
Meta Special Meeting 30
Crestmark Special Meeting 35
PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER 39
Terms of the Merger 39
Background of the Merger 39
Meta's Reasons for the Merger and Recommendation of the Board of Meta 44
Opinion of Meta's Financial Advisor 45
Crestmark's Reasons for the Merger and Recommendation of the Board of Crestmark 51
Opinion of Crestmark's Financial Advisor 54
Certain Prospective Financial Information of the Parties 65
Material United States Federal Income Tax Consequences of the Merger 67
Accounting Treatment 70
Interests of Certain Persons in the Merger 70
The Merger Agreement 74
Structure 74
Merger Consideration 74
Conversion of Shares; Exchange of Certificates; Fractional Shares 74
Effective Time 76
Representations and Warranties 76
Conduct of Business Pending the Merger 78
Acquisition Proposals by Third Parties 80
Other Agreements 82
Conditions to Completion of the Merger 84
Termination of the Merger Agreement 86
Waiver and Amendment of the Merger Agreement 87
Regulatory Approvals Required for the Merger 88
Stock Exchange Listing 90
Restrictions on Resales by Affiliates 90
No Dissenters' Rights of Appraisal 90
Voting Agreements 90
PROPOSAL NO. 2 AMENDMENT TO META'S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 30 MILLION TO 90 MILLION SHARES FOR THE PURPOSE OF EFFECTING A THREE-FOR-ONE FORWARD STOCK SPLIT 92
Price Range of Common Stock and Dividends 95
Unaudited Pro Forma Condensed Combined Financial Information 96
Notes to Unaudited Pro Forma Condensed Combined Financial Information 100
Information About the Companies 104
Crestmark Management's Discussion and Analysis of Crestmark's Financial Condition and Results of Operations 107
Description of Meta Capital Stock 128
Comparison of Stockholder Rights 132
Security Ownership of Certain Crestmark Beneficial Owners and Management 139
Management of the Combined Company Following the Merger 141
Meta Stockholder Proposals 143
Crestmark Shareholder Proposals 143
Legal Matters 143
Experts 144
Other Matters 144
Where You Can Find More Information 145
Index to Financial Statements 147
Appendix A—Agreement and Plan of Merger 188
Appendix B—Form of Voting Agreement 269
Appendix C—Opinion of Raymond James & Associates, Inc. 276
Appendix D—Opinion of Sandler O’Neill & Partners, L.P. 280
Appendix E—Charter Amendment 284

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