BROADCAST 3DTV, INC. COMPLIANCE CERTIFICATE
This Compliance Certificate (this"Certificate")is given for purposes of supporting the opinion letter to be rendered by White Summers Caffee & James LLP, an Oregon limited liability partnership ("WSC&J''),in connection with the transactions contemplated by that certain Offering Circular on Form 1-A of Broadcast 3DTV, Inc., a California corporation (the"Company")provided as of March 8, 2017 (the"O{fering Circular"),between the Company and the Purchasers, who purchase 6% convertible preferred stock shares (the"Shares").Any term which is not defined in this Certificate shall have that meaning assigned to it by the Offering Circular.
The undersigned Chairman of the Board of the Company does hereby certify, warrant and represent to WSC&J as follows:
1.
The Company has provided WSC&J with an exact copy of the Offering Circular, including all amendments thereto, each of which have not been rescinded, further amended, modified or revoked and are now in full force and effect as delivered.
2.
The Chairman of the Board and the President have reviewed the Offering Circular, including all exhibits thereto. The representations made by or on behalf of the Company in the Offering Circular are true, accurate and complete.
3.
The Company has. been duly incorporated and organized and is a corporation validly existing under the laws of the state of California and has the requisite corporate power and authority to own or lease its properties and to conduct its business as now conducted.
4.
The Company has the requisite corporate power and authority to execute, deliver and perform the Offering Circular. All corporate action on the part of the Company and its shareholders necessary for the authorization, execution and delivery of the Offering Circular, the performance of all obligations of the Company under the Offering Circular and the authorization, issuance and delivery of the Share has been taken, and the Offering Circular have been duly and validly authorized, executed and delivered by the Company and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms.
5.
The Shares, when issued, sold and delivered in accordance with the terms of the Offering Circular for the consideration expressed therein, will be duly and validly issued, fully paid and nonassessable.
6.
The execution, delivery, performance and compliance by the Company with the terms of the Offering Circular do not violate any provision of the Company's Second Amended and Restated Articles of Incorporation or Bylaws, or any provision of any material applicable federal or state law, rule or regulation or, to the best of my knowledge, any judgment, writ, decree or order directed specifically to and binding upon the Company and, to the best of my knowledge, do not conflict with, require any consent or waiver (not already obtained by the
1-COMPLIANCE CERTIFICATE
Company)underor constituteadefaultunderthe provisions of any material agreementto whichthe Companyisa partyorby whichitis bound.
7.
All conse nts,approvals,ordersorauthorizationsof,andallqualifications,registrations,designations,declarationsor filings with, any federal or state governmentalauthority onthe partoftheCompanyrequiredinconnectionwiththeconsummationof the transactions contemplated bytheOfferingCircular(the"Consents")havebeenobtained,or will beeffective,as oftheClosing,exceptforpost-Closingfilings required underapplicablefederalandstate securitieslawsandregulations, and except any Consents that the failure to obtainwould nothave amaterial adverseeffectontheCompany.
8.
Tothebestofmy knowledge,thereisnoaction,proceedingorinvestigationpendingor overtlythreatenedagainstthe Company before any court or administrative agencythat questionsthevalidityoftheOfferingCircular ormightresult,eitherindividuallyorin theaggregate,inanymaterialadversechangeinthe assets, financialcondition,oroperationsof the Company that has not beendisclosed inwritingto thePurchasers.
9.
NeithertheCompanynoranyone onbehalfofthe Company engaged m any generalsolicitationoradvertisinginconnection withthe saleoftheShares.
10.
Alloftheopinions expressed by WSC&J,totheknowledgeofthestockholders and theCompany,are accurate andcomplete.
TheChairmanoftheBoardunderstandsthat WSC&J isrelyinguponthisCertificatein issuing theopinionlettertothePurchaserswithreferencetothe transaction representedby the OfferingCircular.TheCompanyrequeststhatWSC&Jdeliver theopinionandacknowledges andunderstandsthatbyconsentingto the delivery ofthe opinion,thatitmaybe waivingits attorney/client privilege astomaterialsandmattersrelevant to the giving oftheopinion.
INWlTNESS WHEREOF,theundersignedChairmanofthe Board hasexecuted thisCertificateasofMarch 8,2017.
/
.·.·
2-COMPLIANCE CERTIFICATE