CASH 2018 Special Proxy Statement

Classes of Directors; Cumulative Voting Meta . Meta’s certificate of incorporation provides that Meta’s board is divided into three classes of directors as nearly equal in number as possible, with each class being elected to a staggered three-year term. Accordingly, control of the board of directors of Meta cannot be changed in one year; at least two annual meetings must be held before a majority of the board of directors may be changed. Holders of shares of Meta common stock do not have the right to cumulate their votes in the election of directors. Crestmark . Crestmark’s articles of incorporation provide that Crestmark’s board is divided into three classes of directors as nearly equal in number as possible, with each class being elected to a staggered three-year term. Accordingly, control of the board of directors of Crestmark cannot be changed in one year; at least two annual meetings must be held before a majority of the board of directors may be changed. Holders of shares of Crestmark common stock do not have the right to cumulate their votes in the election of directors. Removal of Directors Meta . Under Meta’s certificate of incorporation, any Meta director may be removed only for cause and only by the affirmative vote of at least 75% of the outstanding shares of Meta voting common stock entitled to vote in the election of directors. Crestmark . Under Crestmark’s articles of incorporation, a Crestmark director may only be removed only for cause by the affirmative vote of Crestmark shareholders holding at least a majority of the outstanding shares of Crestmark common stock entitled to vote in the election of directors, voting together as a single class. Filling Vacancies on the Board of Directors Meta . Under Meta’s certificate of incorporation and Meta’s by-laws, any vacancy occurring on Meta’s board of directors shall be filled by a majority vote of the remaining directors. Crestmark . Under Crestmark’s articles of incorporation, any vacancy occurring on Crestmark’s board of directors is filled by a majority vote of the remaining directors. Nomination of Director Candidates of Stockholders Meta . Meta’s by-laws contain the procedures that stockholders must follow to nominate persons for election to Meta’s board of directors. The stockholder making the nomination must deliver written notice to Meta’s Secretary not less than 30 days prior to the date of the meeting at which directors will be elected. However, if less than 40 days’ notice is given of the meeting date, such written notice from the stockholder must be delivered by the tenth day after the day on which the meeting date notice was given. Crestmark . The certificate of designation provides that, under certain specified circumstances, the holders of shares of Crestmark preferred stock would be entitled to elect two directors. Otherwise, Crestmark’s articles of incorporation and Crestmark’s by-laws do not expressly permit Crestmark shareholders to nominate directors. 133