CASH 2018 Special Proxy Statement

before any stockholder meeting shall be determined by a majority of the votes cast, except as otherwise required by law or Meta’s certificate of incorporation for the action proposed. Meta’s by-laws provide that, in general, for a stockholder proposal to be timely presented at an annual meeting of Meta’s stockholders, a stockholder must provide written notice of such proposal and deliver or mail such notice to the principal executive offices of Meta and be received by Meta not less than 60 days prior to the anniversary of the preceding year’s annual meeting. incorporation or by-laws concerning stockholder proposals. Stockholder notice for stockholder proposals must set forth, as to each matter such stockholder proposes to bring before the stockholder meeting, (i) a brief description of the business desired to be brought before the meeting and the reasons for why the stockholder favors the proposal, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of Meta capital stock which are owned beneficially or of record of such stockholder, and (iv) any material interest of the stockholder in such proposal. Restrictions on Business Combinations and Other Transactions Meta. Since Meta has not opted out of the requirements of Section 203 of the DGCL, Meta is subject to certain restrictions with respect to transacting business with interested stockholders. Meta’s certificate of incorporation restricts Meta’s ability to pursue business combinations (as defined in Meta’s certificate of incorporation) with a Meta stockholder that owns 10% or more of the voting power of Meta common stock. See “Description of Meta Capital Stock—Common Crestmark. Under Section 780 of Chapter 7A of the MBCA generally prohibits Crestmark from engaging in any business combination with (i) a Crestmark stockholder that owns 10% or more of the voting power of Crestmark common stock (a “Crestmark 10% shareholder”) or (ii) an affiliate of Crestmark that, at any time within the 2-year period immediately before the date of such business combination, was a Crestmark 10% shareholder (a “Crestmark affiliate 135