CASH 2018 Special Proxy Statement

officer, partner, trustee, employee or agent 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, if the person acted in good faith in a manner that such person believed to be in or not opposed to the best interests of Crestmark or its shareholders and, with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person’s conduct was unlawful. Amendments to Certificate of Incorporation and By-Laws Meta . Under the DGCL, a certificate of incorporation may be amended if: (i) the board of directors adopts a resolution setting forth the proposed amendment, declares the advisability of the amendment and directs that it be submitted to a vote at a meeting of stockholders (except that unless required by the certificate of incorporation, no meeting or vote is required to adopt an amendment for certain specified changes); and (ii) the holders of a majority of shares of stock entitled to vote on the matter approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares, and a class of stockholders has the right to vote separately as a class on an amendment to the corporation’s certificate of incorporation, even if the certificate of incorporation does not provide such a right, if the amendment would: (i) increase or decrease the aggregate number of authorized shares of such class (unless the certificate of incorporation adopted prior to the issuance of any shares of such class of stock, or as amended with Crestmark . Under the MBCA, an amendment to Crestmark’s articles of incorporation must be proposed by the board of directors and approved by (unless the articles of incorporation provide for a higher voting requirement) the holders of a majority of the outstanding stock entitled to vote upon the proposed amendment and, if any class or series of shares is entitled to vote as a class, the approval of a majority of the outstanding shares of that class or series. Under the MBCA, Crestmark’s by-laws may be altered, amended or repealed by the affirmative vote of shareholders holding a majority of the votes cast by shareholders at a meeting at which the normal quorum requirements are met. Crestmark’s articles of incorporation provide that amendment of certain provisions of Crestmark’s articles of incorporation (including the provisions concerning the board of directors, shareholder action and amendment) require the approval of Crestmark shareholders holding at least 80% of the shares of 137