DTCC Cover Page
May 6th 2025
To Exchange Securities of Cascadia Investments, Inc.
Pursuant to the Merger of Cascadia Investments, Inc. and BRSH Merger Sub, Inc.
Dear Cascadia Stockholder,
The enclosed Accredited Investor Questionnaire is being delivered to each record holder of 31,105 or more shares of
common stock, par value $0.001 per share (“Company Common Stock”) of Cascadia Investments, Inc., a Nevada
corporation (the “Company”) in connection with that certain Agreement and Plan of Merger, dated as of March 10,
2025 (the “Merger Agreement”), by and among B. Riley Securities Holdings, Inc., a Delaware corporation
(“Parent”), BRSH Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”),
and the Company. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (the
“Merger”), with the Company surviving the Merger as the surviving corporation, and (i) the Company’s outstanding
shares of Common Stock have been converted into the right to receive: (A) to the extent the holder thereof is an
Accredited Investor, 0.00003215 shares of common stock of Parent, par value $0.0001 per share (“Parent Common
Stock”), per share of Company Common Stock (such shares of Parent Common Stock, the “Stock Consideration”);
or (B) to the extent the holder thereof is not an Accredited Investor, cash in an amount (rounded to the nearest whole
cent) per share of Company Common Stock equal to $0.000686 (such cash amount, the “Cash Consideration”, and
together with the Stock Consideration, the “Merger Consideration”), in each case subject to any applicable tax
withholding in accordance with Section 2.8 of the Merger Agreement. No fractional shares of Parent Common Stock
will be issued in the Merger. In lieu thereof, any holder of Company Common stock who would otherwise have been
entitled to receive fractional shares of Parent Common Stock will, after aggregating all such fractional shares of such
holder, be paid cash (without interest) in an amount (rounded to the nearest whole cent) equal to such fractional part
of a share of Parent Common Stock multiplied by $21.3492. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Merger Agreement. A copy of the Merger Agreement will be made available upon
request to the Continental Stock Transfer & Trust Company. The Merger became effective on March 10, 2025.
In order to exchange your shares of Company Common Stock for Stock Consideration, you must upload a properly
completed and duly signed Accredited Investor Questionnaire to the below link for processing.
https://cstt.citrixdata.com/r-re61e332d7159465fa1769e0b28943645
In order to avoid any delays processing your exchange, kindly label your documents with your name and the date you
uploaded them. Please note, when providing your information, we cannot accept “automated Word font signatures”
and if using an electronic utility to gather a signature (such as DocuSign) we will need the certificate of completion,
as well.
Upon request, you will execute and deliver any additional documents deemed by Continental Stock Transfer & Trust
Company or Parent, in consultation with its counsel, to be necessary or desirable in order to receive the Merger
Consideration.
Parent, in consultation with its counsel, will review each completed Accredited Investor Questionnaire and in its sole
discretion determine whether the relevant record holder of Company Common Stock (i) qualifies as an “accredited
investor” in which case such holder will have a right to receive Stock Consideration or (ii) does not qualify as an
“accredited investor” in which case such holder will have a right to receive Cash Consideration. If you have any
questions about your Accredited Investor status, please contact Viq Shariff of O’Melveny & Myers LLP at
vshariff@omm.com.
Accredited Investor Questionnaires (and any additional documents requested) may be uploaded from May 6,
2025 until November 28, 2025. If we have not received any response by November 28, 2025, the relevant record
holder of Company Common Stock will be deemed not to qualify as an “accredited investor” and will receive
Cash Consideration.
Payment of the Merger Consideration to a record holder of Company Common Stock will be made as promptly as
practicable after (i) all requisite documents have been received in acceptable form or (ii) November 28, 2025. Please
retain a copy of the completed Accredited Investor Questionnaire and any additional documents provided to us for
your records.
If you have questions or require additional assistance, you may contact Continental Stock Transfer & Trust Co. at
(917) 262-2378 or reorg+Cascadia@continentalstock.com.
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