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Rachel C. Strickland Jennifer J. Hardy Anna C. Burns WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( )

(Joint Administration Pending)

DECLARATION OF DAVID M. SHARP OF KURTZMAN CARSON CONSULTANTS LLC REGARDING THE MAILING, VOTING AND TABULATION OF BALLOTS ACCEPTING AND REJECTING THE PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR BROADVIEW NETWORKS HOLDINGS, INC., AND ITS AFFILIATED DEBTORS I, David M. Sharp, declare, pursuant to 28 U.S.C. 1746, under penalty of perjury that: 1. I am a Director employed by Kurtzman Carson Consultants LLC (the Voting

Agent), whose business address is 599 Lexington Avenue, 39th Floor, New York, NY 10022. I am over the age of 18 and not a party to this action.

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

8rJ ,(6 =' 8824200120822000000000029

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2.

I and others under my supervision worked with Broadview Networks Holdings,

Inc., and its affiliated debtors and debtors in possession (collectively, the Debtors) and counsel to the Debtors, to solicit votes to accept or reject the Joint Prepackaged Plan of Reorganization for Broadview Networks Holdings, Inc. And Its Affiliated Debtors, dated July 13, 2012 (the Prepackaged Plan) and to tabulate the ballots of creditors voting to accept or reject the Prepackaged Plan. Except as otherwise noted, I could and would testify to the following based upon my personal knowledge and the knowledge I have acquired from those who report to me. I am authorized to submit this Declaration on behalf of the Voting Agent. 3. The Voting Agent has considerable experience in soliciting and tabulating votes

to accept or reject proposed plans of reorganization. SERVICE AND TRANSMITTAL OF SOLICITATION PACKAGES AND THE TABULATION PROCESS 4. The Debtors established July 11, 2012, as the record date (the Voting Record

Date) for determining which creditors were entitled to vote on the Prepackaged Plan. Pursuant to the Prepackaged Plan, holders of claims in Class 2 (Senior Secured Notes Claims) and interests in Class 8 (Existing Preferred Interests) (the Voting Classes) were entitled to vote to accept or reject the Prepackaged Plan. No other classes were entitled to vote on the Prepackaged Plan. 5. With respect to the Class 2 Senior Secured Notes Claims, the Voting Agent

transmitted solicitation packages in a manner customary in the securities industry. The Voting Agent relied on a security position report provided by The Depository Trust Company (DTC) as of the Voting Record Date to identify the account holders (the Nominees) of the 11 3/8% senior secured notes due September 1, 2012 entitled to vote to accept or reject the Prepackaged Plan. Once the Voting Agent received the security position report from DTC, the Voting Agent
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contacted Broadridge Financial Solutions, Inc. (Broadridge) to assist with mailing of solicitation packages to beneficial owners. The Voting Agent separately mailed solicitation packages to Nominees listed on the security position report that do not utilize Broadridges services, so that they could provide them to their beneficial owners. For the Class 8 Existing Preferred Interests, the Voting Agent relied on a list of holders provided by the Debtors as of the Voting Record Date to identify the holders of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock entitled to vote to accept or reject the Prepackaged Plan. 6. In accordance with the solicitation procedures as set forth in the Debtors Motion

Pursuant to Sections 105, 341, 1125, 1126, and 1129 of the Bankruptcy Code and Bankruptcy Rules 2002, 3017, 3018, 3020, 9006 and 9007: (I) for Order (A) Scheduling Combined Hearing on Adequacy of Disclosure Statement and Confirmation of Prepackaged Plan, (B) Establishing Procedures for Objecting to Disclosure Statement and Prepackaged Plan, (C) Approving Form and Manner of Notice of Combined Hearing and (D) Waiving Requirement for Meetings of Creditors or Equity Security Holders and for Filing Monthly Operating Reports; and (II) for Order (A) Approving Prepetition Solicitation Procedures, (B) Approving Adequacy of Disclosure Statement and (C) Confirming Prepackaged Plan of Reorganization, filed contemporaneously herewith, the Voting Agent transmitted the solicitation packages to the holders of claims in the Voting Classes as of the Voting Record Date which included: (a) (b) (c) the appropriate form of ballot and instructions for completing the ballot (the Ballot); a pre-addressed return envelope; and the Disclosure Statement with all exhibits, including the Prepackaged Plan.

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7.

All Ballots cast by holders of claims in Class 2 and interests in Class 8 were

required to be delivered to the Voting Agent so as to be received by the Voting Agent no later than August 13, 2012 at 5:00 p.m. (prevailing Eastern Time) (the Voting Deadline). 8. The Voting Agent received and tabulated the Ballots as follows: (a) each returned

Ballot was opened and/or inspected at the Voting Agents office; (b) Ballots were date-stamped; and (c) all Ballots received were then tabulated. In order for a Ballot to be counted as valid, it had to contain sufficient information to permit the identification of the holder, be signed, and indicate an acceptance or rejection of the Prepackaged Plan. 9. Attached as Exhibit A is a summary of the voting results for all Voting Classes as

of the Voting Deadline. Attached as Exhibit B is a summary of the voting results for all Voting Classes indicating all Ballots received which indicated a vote for or against the Prepackaged Plan, including Ballots received after the Voting Deadline. Attached as Exhibit C is a summary of the voting results for all Voting Classes that checked the box on the Ballot electing to opt out of the third party releases included in the Prepackaged Plan. Attached as Exhibit D is a summary of the voting results for all Voting Classes of Ballots that were not counted, either because they did not indicate a vote to either accept or reject the Prepackaged Plan, or were received after the Voting Deadline. 10. To the best of my knowledge, information and belief, the foregoing information

concerning the distribution, submission, and tabulation of Ballots in connection with the Prepackaged Plan is true.

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Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Executed on this 22nd day of August, 2012. /s/ David M. Sharp_______ David M. Sharp Director Kurtzman Carson Consultants LLC

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Ballots Received By Voting Deadline

Total Ballots Received Accept Number Amount Number Reject Amount

Class 2 Senior Secured Notes Claims 344 (95.03%) $152,430,000.00 (75.00%) 18 (4.97%) $50,801,000.00 (25.00%)

Class 8 Existing Preferred Interests 44 (97.78%) 63,490.59 (99.99%) 1 (2.22%) 5.00 (0.01%)

42 (97.67%)

Class 8 Existing Preferred Interests (excluding insider votes) 59,736.59 1 (99.99%) (2.33%)

5.00 (0.01%)

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All Ballots Received, Including Ballots Received After the Voting Deadline

Total Ballots Received Accept Number Amount Number Reject Amount

Class 2 Senior Secured Notes Claims 348 (95.08%) $208,220,000.00 (80.39%) 18 (4.92%) $50,801,000.00 (19.61%)

Class 8 Existing Preferred Interests 44 (97.78%) 63,490.59 (99.99%) 1 (2.22%) 5.00 (0.01%)

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EXHIBIT C Opt-Out Release Results

Opt-Out Election Number Amount

Class 2 Senior Secured Notes Claims

10

$50,599,000.00

Class 8 Existing Preferred Interests

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Ballots Not Counted

Creditor Name ID# 1056 ID# 1204 ID# 1116 ID# 1165 Date Received 7/23/12 7/20/12 8/17/12 8/17/12 Date Signed 7/19/12 7/17/12 8/1/12 8/10/12 Voting Amount N/A N/A 22 3,683 # of Votes N/A N/A 1 1 Accept/Reject the Plan N/A N/A Accept Accept Reason Unacceptable Class 8 Ballot; Did not indicate vote. Class 8 Ballot; Did not indicate vote. Ballot received after the voting deadline. Ballot received after the voting deadline.