CASH 2018 Special Proxy Statement

the affirmative vote of the holders of a majority of such class, permits such increase or decrease by only an affirmative vote of the holders of a majority of stock entitled to vote, as permitted under the Meta certificate of incorporation, as further described below); (ii) increase or decrease the par value of the shares of the class; or (iii) change the powers, preferences or special rights of the shares of such class so as to affect them adversely. If the powers, preferences or special rights of one or more series of a class but not the entire class are affected, only the shares of such series that would be affected will be considered a class for the purposes of such voting. Under the DGCL, the stockholders entitled to vote have the power to adopt, amend or repeal bylaws. In addition, a corporation may, in its certificate of incorporation, confer such power upon the directors, but such conferral does not divest the stockholders of their power to adopt, amend or repeal the bylaws Meta’s certificate of incorporation provides that Meta’s certificate of incorporation and Meta’s by-laws may be amended only upon the affirmative vote of a majority of all of the directors or upon the affirmative vote of the holders of at least 75% of the outstanding shares of Meta voting common stock. Crestmark common stock and any other securities entitled to vote generally in the election of directors. Crestmark’s by-laws may be amended upon the approval of at least a majority of the entire board of directors and (i) with respect to certain provisions of Crestmark’s by-laws (including the provisions concerning special meetings of shareholders, the general powers of the board of directors, the number, qualifications and term of office of directors, removal of directors and vacancies on the board of directors), the approval of Crestmark shareholders holding at least 80% of the shares of Crestmark common stock and any other securities entitled to vote generally in the election of directors and (ii) otherwise, the approval of a majority of votes cast by holders present in person or by proxy at a meeting with respect to such amendment. 138