CASH 2018 Special Proxy Statement

The newly authorized shares of Meta common stock would constitute additional shares of the existing class of Meta common stock and, if and when issued, will have the same rights and privileges as the shares of Meta common stock currently authorized. Meta common stock is not entitled to preemptive rights. The par value per share of Meta common stock will, upon approval of the charter amendment proposal and effectiveness of the charter amendment and the stock split, remain unchanged at $0.01 per share. Following the effective date of the stock split, if approved by Meta’s board of directors, each Meta stockholder would own three times the number of shares of Meta common stock that such stockholder held prior to the effective date. The stock split, however, would affect all of Meta’s stockholders uniformly and will not affect any stockholder’s percentage ownership of Meta’s common stock. Following the effectiveness of the charter amendment and the stock split, shares of Meta common stock issuable upon exercise of outstanding stock options, or otherwise reserved for issuance under Meta’s equity compensation plans would increase proportionately. While the charter amendment is not intended to prevent or discourage any actual or threatened takeover of Meta, if the charter amendment proposal is adopted, under certain circumstances, the charter amendment could have anti-takeover effects. For example, in the event of a hostile attempt to acquire control of Meta, it may be possible for Meta to endeavor to impede the attempt by issuing shares of Meta common stock, thereby diluting the voting power of the other outstanding shares of Meta common stock and increasing the potential cost to acquire control of Meta. The proposed charter amendment may also have the effect of permitting Meta’s current members of management and the current members of Meta’s board of directors to retain their respective positions, and resist changes to Meta’s board of directors that Meta stockholders may wish to make if they are dissatisfied with the performance of Meta or Meta common stock. The additional shares of Meta common stock could also be issued in private placements or other transactions without stockholder approval, subject to applicable law and applicable rules and regulations of any securities exchange on which Meta’s shares of capital stock are listed, permitting the acquisition by a holder of a large number of shares of Meta common stock or Meta Preferred Stock (which may be convertible into shares of Meta common stock). Accordingly, because Meta stockholders do not have preemptive rights with respect to Meta common stock, to the extent that additional authorized shares of Meta common stock are issued in the future, they will decrease the respective percentage equity ownership of existing holders of Meta common stock, if any, and depending on the price at which they are issued, could be dilutive to existing Meta stockholders. If this proposal is adopted, the increase in the number of authorized shares of Meta common stock may render more difficult or discourage a merger, tender offer or proxy contest (and thereby potentially limit the opportunity for Meta stockholders to dispose of their shares of Meta common stock at a premium to the then-current market price generally available in takeover attempts or that may be available under a merger proposal). Any such anti-takeover effects may have an adverse impact on Meta stockholders. Effectiveness of the charter amendment If Meta stockholders approve and adopt the proposed charter amendment contemplated by the charter amendment proposal, Meta will (i) promptly file the charter amendment with the Delaware Secretary of State following the Meta special meeting, whereupon the charter amendment will become effective and (ii) provide additional details about the implementation of the stock split following the Meta special meeting. Potential Impact if the Charter Amendment is Not Adopted Rejection of the proposed charter amendment by Meta’s stockholders will not impact approval of the merger proposal. However, if the proposed charter amendment is not approved and adopted by Meta’s stockholders and Meta is unable to increase the number of authorized shares of Meta common stock, Meta will not have the ability to effect the desired three-for-one forward stock split. Meta’s board of directors unanimously recommends a vote “FOR” the approval of the charter amendment proposal. 94