CASH 2018 Special Proxy Statement

Certain Restrictions on Acquisitions of Stock and Related Takeover Defensive Provisions . The following discussion is a general summary of certain material provisions in Meta’s certificate of incorporation and Meta’s by-laws and certain provisions of the DGCL, which may be deemed to have an “anti-takeover” effect and could potentially discourage or even prevent a bid for Meta, which might otherwise result in stockholders receiving a premium for their stock. Meta’s certificate of incorporation: • provides that Meta’s board of directors will be divided into three classes, with directors in each class elected for three-year staggered terms. With seven directors currently serving on the board of directors of Meta (without giving effect to the transactions contemplated by the merger agreement), it would take two annual elections to replace a majority of the board of directors. The size of Meta’s board of directors may be increased or decreased only by a majority vote of the board of directors and any vacancy occurring on the board of directors, including a vacancy created by an increase in the number of directors, shall be filled for the remainder of the unexpired term by a majority vote of the directors then in office. Meta stockholders do not have cumulative voting rights in the election of directors and a director may only be removed for cause by the affirmative vote of 75% of the shares of stock eligible to vote. Meta’s by-laws impose certain notice and information requirements in connection with the nomination by stockholders of candidates for election to the board of directors or the proposal by stockholders of business to be acted upon at an annual meeting of stockholders. • establishes that any action required or permitted to be taken by Meta stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders. Meta’s certificate of incorporation further provides that a special meeting of Meta stockholders may be called only pursuant to a resolution adopted by a majority of the board of directors. • currently authorizes the issuance of 3,000,000 shares of Meta preferred stock, none of which are outstanding. Meta’s board of directors is authorized by Meta’s certificate of incorporation to issue shares of Meta preferred stock from time to time in one or more series subject to applicable provisions of law. In the event of a proposed merger, tender offer or other attempt to gain control of Meta that the Meta board of directors does not approve, it might be possible for the Meta board of directors to authorize the issuance of a series of Meta preferred stock with rights and preferences that would impede the completion of such a transaction. • provides that in no event shall any record owner of any outstanding common stock which is beneficially owned (pursuant to Rule 13d-3 promulgated under Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, by a person who beneficially owns in excess of 10% of the then-outstanding shares of Meta common stock (the “Limit”) be entitled or permitted to any vote in respect of the shares of Meta common stock held in excess of the Limit. • requires that amendments to Meta’s certificate of incorporation be approved by a majority vote of the Meta board of directors and also by a majority of the outstanding shares of Meta voting common stock; except that approval by at least 75% of the outstanding shares of Meta voting common stock is generally required to approve amendments to certain provisions included in Meta’s certificate of incorporation (i.e., provisions relating to number, classification, election and removal of directors; amendment of bylaws; call of special stockholder meetings; offers to acquire and acquisitions of control; director liability; certain business combinations; power of indemnification; and amendments to provisions relating to the foregoing in Meta’s certificate of incorporation). • provides that purchases by Meta of any of Meta’s equity securities traded on a public exchange or system from a 5% or more stockholder must be approved by at least 75% of the total number of outstanding shares of Meta voting common stock (excluding any shares held by the proposed selling stockholder), unless such purchase is made (1) in connection with a tender or exchange offer applicable to all holders of the same securities, (2) under an open market purchase program approved by a 130