THE PROXY STATEMENT, AS WELL AS OTHER PROXY MATERIALS DISTRIBUTED BY THE PARTICIPANTS, ARE AVAILABLE FREE OF
CHARGE ONLINE AT [●].
Only holders of record of Broadway Financials Voting Common Stock as of the close of business on
May 1, 2020 (the Record Date) are entitled to a notice of, and to vote at the Annual Meeting or any postponement or adjournment thereof. Stockholders of record at the close of business on the Record Date will be entitled to one vote
at the Annual Meeting for each share of Voting Common Stock of Broadway Financial held on the Record Date.
According to the Companys Proxy
Statement in respect of the Annual Meeting (the Company Proxy Statement), there were 19,282,571 shares of Voting Common Stock issued and outstanding as of the Record Date. As of the Record Date, the Participants and their affiliates
beneficially owned an aggregate of 1,846,154 shares of Voting Common Stock, which represented approximately 9.57% of the shares of Voting Common Stock issued and outstanding as of the Record Date. The Participants and their affiliates intend to vote
such shares of Voting Common Stock FOR the election of the Nominee, to WITHHOLD their votes from the Companys nominees for director, and to vote AGAINST the Companys proposal on executive compensation.
VOTE FOR THE NOMINEE BY USING THE ENCLOSED GOLD PROXY TO VOTE TODAY BY TELEPHONE, BY INTERNET, OR BY MARKING, SIGNING, DATING AND RETURNING THE GOLD
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU.
PARTICIPANTS IN SOLICITATION OF PROXIES
In addition to the Nominee, Mayor Villaraigosa, the participants in the solicitation of proxies (the Participants) from Stockholders of Broadway
Financial consist of the following: Commerce Home Mortgage, LLC (Commerce Home Mortgage), a California limited liability company; The Capital Corps, LLC (Capital), a California limited liability company; TCC Manager, LLC
(Manager), a California limited liability company; Sugarman Enterprises, Inc. (Enterprises), a California corporation; Steven A. Sugarman, a citizen of the United States; and Carlos Salas, a citizen of the United States. The
business address of each of the Participants is 16845 Von Karman Avenue, Suite #200, Irvine CA 92606.
Commerce Home Mortgage directly owns 1,846,154
shares of Voting Common Stock.
Capital directly owns no shares of common stock in the Company (Shares). However, as a result of being the
wholly-owning direct parent of Commerce Home Mortgage, Capital has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule
13d-3 (Rule 13d-3) under the Securities Exchange Act of 1934, as amended (the Exchange Act).
Manager directly owns no Shares. However, as a result of being in control of Capital, which wholly owns Commerce Home Mortgage, Manager has shared voting
power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule 13d-3 under the Exchange Act. Pursuant to their internal management
structures, Manager retains express, full and exclusive control over the voting and disposition of the shares of Voting Common Stock owned by Commerce Home Mortgage, which control is exercised by and thus shared with Mr. Sugarman and
Enterprises.
Enterprises directly owns no Shares. However, as a result of being in control of Manager, which controls Capital, which wholly owns Commerce
Home Mortgage, Enterprises has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule 13d-3 under the Exchange
Act.
Mr. Sugarman directly owns no Shares. However, as a result of wholly-owning Enterprises, which controls Manager, which controls Capital, which
wholly owns Commerce Home Mortgage, Mr. Sugarman has shared voting power over and thus beneficial ownership of the 1,846,154 shares of Voting Common Stock owned by Commerce Home Mortgage pursuant to Rule
13d-3 under the Exchange Act. Mr. Sugarman has an indirect
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