CASH 2018 Special Proxy Statement

Stock—Voting Rights and Restrictions on Certain Business Combinations and Transactions Involving Meta Equity.” shareholder”), unless such business combination is approved by (a) 90% of the votes of each class of Crestmark stock entitled to vote and (b) two-thirds of the votes of each class of Crestmark stock entitled to be cast by the shareholders other than the Crestmark 10% shareholder or the Crestmark affiliate shareholder, as applicable. Indemnification of Directors and Officers Meta . Meta’s certificate of incorporation provides that Meta will indemnify any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director or an officer of Meta or by reason of the fact that such person is or was serving at the request of Meta as a director or an officer of a subsidiary, partnership, joint venture, trust or other enterprise against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) reasonably incurred by such person in connection with such action, suit, or proceeding, in each case, to the fullest extent provided under the DGCL. Crestmark . Crestmark’s articles of incorporation and Crestmark’s by-laws provide that Crestmark will indemnify any person who was or is a party to, or who is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director of Crestmark or by reason of the fact that such person is or was serving at the request of Crestmark as a director of another corporation or other entity against all expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such person in connection with such action, suit, or proceeding, in each case, to the fullest extent provided under the MBCA. Crestmark’s by-laws provide that Crestmark will indemnify any person who was or is a party to, or who is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of Crestmark, by reason of the fact that such person is or was an officer, employee or agent of Crestmark or by reason of the fact that such person is or was serving at the request of Crestmark as an 136