CASH 2018 Special Proxy Statement

The nomination notice must set forth certain information about the person to be nominated, including information that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A of the Exchange Act (including the nominee’s written consent to being nominated and to serving as a director if elected). The nomination notice must also set forth certain information about the person submitting the notice, including the stockholder’s name and address and the class and number of Meta shares that the stockholder owned beneficially. The person presiding at the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the provisions of Meta’s by-laws, and the defective nomination will be disregarded. Calling Special Meetings of Stockholders Meta . A special meeting of stockholders may only be called by a majority of Meta’s board of directors. Crestmark . A special meeting of shareholders may only be called by a majority of Crestmark’s board of directors. Notice of Stockholder Meetings Meta . Meta’s by-laws provide that Meta must notify stockholders between 10 and 60 days before any stockholder meeting of the place, day and time of the meeting. Crestmark . Crestmark’s by-laws provide that Crestmark must notify shareholders between 10 and 60 days before a shareholders meeting (unless a shorter time is provided by the MBCA) of the place, day, hour and purpose of the meeting. Quorum Meta. Meta’s by-laws provide that, at a meeting of Meta stockholders, the holders of at least one-third of all of the outstanding shares of Meta stock entitled to vote at a meeting, present in person or by proxy, constitutes a quorum unless a larger number is required by law. Crestmark . Crestmark’s by-laws provide that, unless a greater or lesser quorum is established in Crestmark’s articles of incorporation or by applicable law, shares entitled to cast a majority of the votes at a meeting of Crestmark stockholders constitutes a quorum. Stockholder Proposals Meta . Meta’s by-laws provide that stockholder proposals brought Crestmark . Crestmark’s does not have a provision in its articles of 134