EX-10.3



 Exhibit 10.3 
 RATIFICATION AND AMENDMENT AGREEMENT 
 This RATIFICATION AND
AMENDMENT AGREEMENT (the “Ratification Agreement”) dated as of August 23, 2012, is by and among THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), in its capacity as administrative agent for the Lenders
(in such capacity, the “Administrative Agent”) acting for and on behalf of the various financial institutions and other Persons from time to time party to the DIP Credit Agreement (as defined below) as lenders (collectively
with the Administrative Agent, the “Lenders”), BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as Debtor and Debtor-in-Possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York
corporation, as Debtor and Debtor-in-Possession (“Broadview Networks”). BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as Debtor and Debtor-in-Possession (“Broadview MA”), BROADVIEW
NETWORKS OF VIRGINIA, INC., a Virginia corporation, as Debtor and Debtor-in-Possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as Debtor and Debtor-in-Possession (“Bridgecom
International” and, together with Holdings, Broadview Networks, Broadview MA, and Broadview VA, the “Borrowers”), BridgeCom Holdings, Inc., a Delaware corporation, as Debtor and Debtor-in- Possession
(“BridgeCom Holdings”), TruCom Corporation, a New York corporation, as Debtor and Debtor-in-Possession (“TruCom”), BridgeCom Solutions Group, Inc., a Delaware corporation, as Debtor and
Debtor-in-Possession (“BridgeCom Solutions”), OPEN SUPPORT SYSTEMS LLC, a Connecticut limited liability company, as Debtor and Debtor-in-Possession (“OSS”), Broadview NP Acquisition Corp., a Delaware
corporation, as Debtor and Debtor-in- Possession (“Broadview NP”), BV-BC Acquisition Corp., a Delaware corporation, as Debtor and Debtor-in-Possession (“BV-BC”) ATX Communications, Inc., a Delaware
corporation, as Debtor and Debtor-in-Possession (“ATX Comm”), CoreComm-ATX, Inc., a Delaware corporation, as Debtor and Debtor-in-Possession (“CoreComm-ATX”), ATX Licensing, Inc., a Delaware
corporation, as Debtor and Debtor-in-Possession (“ATX Licensing”), ATX Telecommunications Services of Virginia, LLC, a Delaware corporation, as Debtor and Debtor-in-Possession (“ATX Telecom”), CoreComm
Communications, LLC, a Delaware limited liability company, as Debtor and Debtor-in-Possession (“CoreComm”), Eureka Broadband Corporation, a Delaware corporation, as Debtor and Debtor-in-Possession (“Eureka
Broadband”), Eureka Holdings, LLC, a Delaware limited liability company, as Debtor and Debtor-in-Possession (“Eureka Holdings”), Eureka Networks, LLC, a Delaware limited liability company, as Debtor and
Debtor-in-Possession (“Eureka Networks”), InfoHighway Communications Corporation, a Delaware corporation, as Debtor and Debtor-in-Possession (“ICC”), Arc Networks, Inc. , a Delaware corporation, as
Debtor and Debtor-in-Possession (“Arc DE”), Eureka Telecom, Inc., a New York corporation, as Debtor and Debtor-in- Possession (“Eureka Telecom”), A.R.C. Networks, Inc., a New York corporation, as
Debtor and Debtor-in-Possession (“ARC NY”), Info-Highway International, Inc., a Texas corporation, as Debtor and Debtor-in-Possession (“IH International”), Eureka Telecom of VA, Inc., a Virginia
corporation, as Debtor and Debtor-in-Possession (“Eureka VA”), nex-i.com inc., a New Jersey corporation, as Debtor and Debtor-in-Possession (“nex-i.com”), InfoHighway of Virginia, Inc., a Virginia
corporation, as Debtor and Debtor-in-Possession (“IH VA”), and Digicom, Inc., an Ohio corporation, as Debtor and Debtor-in-Possession (“Digicom”, and together with BridgeCom Holdings, TruCom, BridgeCom
Solutions, OSS, Broadview NP, BV-BC, ATX Comm, CoreComm-ATX, ATX Licensing, ATX Telecom, CoreComm, Eureka Broadband, Eureka Holdings, Eureka Networks, ICC, Arc DE, Eureka Telecom, ARC NY, IH International,








 
Eureka VA, nex-i.com, and IH VA, each a “Guarantor” and collectively, the “Guarantors,” and together with Borrowers, each a “Credit
Party” and collectively, the “Credit Parties”). All capitalized terms used in this Ratification Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit
Agreement (defined below), which definitions are incorporated by reference into this Ratification Agreement as if fully set forth herein. 
 BACKGROUND 
 The Credit Parties have commenced the Bankruptcy Cases,
and each Credit Party has retained possession of its assets and is authorized under the Bankruptcy Code to continue the operation of its businesses as a debtor-in-possession. Prior to the commencement of the Bankruptcy Cases, the Administrative
Agent and the Lenders made loans and advances and provided other financial or credit accommodations to the Borrowers, and for the benefit of the Credit Parties, secured by substantially all assets and properties of the Credit Parties as set forth in
the Pre-Petition Financing Documents. The Bankruptcy Court has entered an Interim Financing Order pursuant to which, among other things, the Administrative Agent and the Lenders may make post-petition loans and advances and provide other financial
accommodations to the Borrowers as set forth in the DIP Credit Agreement (as defined below), with all such post-petition loans, advances and other financial accommodations secured by substantially all the assets and properties of the Credit Parties,
as set forth in the Financing Orders and the Loan Documents. 
 The Interim Financing Order provides that as a condition to the
making of such post-petition loans, advances and other financial accommodations, the Credit Parties will execute and deliver this Ratification Agreement, the DIP Credit Agreement and such other agreements, documents and instruments collateral hereto
or thereto and contemplated hereby or thereby. 
 The Bank of New York Mellon, as Collateral Agent and the Trustee under the
Senior Secured Notes Indenture (the “Indenture Trustee”), the Administrative Agent and the Credit Parties have entered into the Intercreditor Agreement, which agreement, among other things, sets forth, as between the
Administrative Agent and the Indenture Trustee the relative priority of their respective Liens on the Collateral and their rights with respect thereto. 
 The Credit Parties desire to reaffirm their obligations to the Administrative Agent and the Lenders pursuant to the Pre-Petition Financing Documents and acknowledge their continuing liabilities to the
Administrative Agent and the Lenders thereunder in order to induce the Administrative Agent and the Lenders to refinance the Pre-Petition Obligations, execute the DIP Credit Agreement, and make such post-petition loans and advances, and provide such
other financial accommodations, to the Borrowers as contemplated by the DIP Credit Agreement and the other Loan Documents. The Credit Parties have requested that the Administrative Agent and the Lenders make post-petition loans and advances and
provide other financial or credit accommodations to the Borrowers and amend and restate the Pre-Petition Credit Agreement, and the Administrative Agent and the Lenders are willing to do so, subject to the terms and conditions contained herein.


  
 2 








 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually covenant, warrant and agree as follows: 
 1. DEFINITIONS. 
 1.1. Additional Definitions. As used herein, the
following terms shall have the respective meanings given to them below, and the Collateral Agreement and the other Security Documents shall be deemed and are hereby amended to include, in addition and not in limitation, each of the following
definitions: 
 (a) “Debtors” means, collectively, the Credit Parties, each as debtor and
debtor-in-possession in the Bankruptcy Cases. 
 (b) “DIP Credit Agreement” means the $25,000,000
Debtor-in-Possession Amended and Restated Credit Agreement, dated of even date herewith, by and among the Credit Parties, the Administrative Agent, and the Lenders. 
 (c) “Post-Petition Collateral” means, collectively, all now existing and hereafter acquired real and personal property of each Debtor and Debtor’s estate, wherever located, of
any kind, nature or description, including any such property in which a Lien is granted to the Administrative Agent, for the benefit of each of the Lenders, pursuant to the Loan Documents, the Financing Orders or any other order entered or issued by
the Bankruptcy Court, and includes, without limitation: 
 (i) all of the Pre-Petition Collateral; 

(ii) all Accounts (as such term is defined in the Collateral Agreement); 

(iii) all cash and currency; 
 (iv) all Chattel Paper (as such term is defined in the Collateral Agreement); 

(v) all Commercial Tort Claims (as such term is defined in the Collateral Agreement and as updated on Schedule 3.9 hereto); 

(vi) all Deposit Accounts (as such term is defined in the Collateral Agreement) and all Securities Accounts (as such term is defined in
the Collateral Agreement); 
 (vii) all Documents (as such term is defined in the Collateral Agreement); 

(viii) all Equipment (as such term is defined in the Collateral Agreement); 

(ix) all Fixtures (as such term is defined in the Collateral Agreement); 

  
 3 








 (x) all General Intangibles (as such term is defined in the Collateral Agreement);

 (xi) all Goods (as such term is defined in the Collateral Agreement); 

(xii) all Instruments (as such term is defined in the Collateral Agreement); 

(xiii) all Intellectual Property (as such term is defined in the Collateral Agreement); 

(xiv) all Inventory (as such term is defined in the Collateral Agreement); 

(xv) all Investment Property (as such term is defined in the Collateral Agreement); 

(xvi) all Letter of Credit Rights (as such term is defined in the Collateral Agreement); 

(xvii) all Avoidance Actions (as such term is defined in the DIP Credit Agreement); 

(xviii) all Avoidance Action Recoveries (as such term is defined in the DIP Credit Agreement); 

(xix) all other personal property and rights of every kind and description and interests therein not otherwise described above;

 (xx) all books and records pertaining to the Collateral; and 

(xxi) all of the proceeds (as such term is defined in the UCC, as defined in the Collateral Agreement) and products, whether tangible or
intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles,
Inventory, Investment Property, Letter of Credit Rights, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in
condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of,
damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the
“Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged, collected, or otherwise
disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Debtor or the Administrative Agent from time to time with respect to any of the Investment Property. Notwithstanding
anything to the contrary herein, the security interests granted herein shall not extend to the Excluded Collateral. 

  
 4 








 (d) “Post-Petition Obligations” means all Obligations (as defined in
the DIP Credit Agreement) arising on and after the Petition Date and whether arising on or after the conversion or dismissal of any one or more of the Bankruptcy Cases, or before, during and after the confirmation of any plan of reorganization in
the Bankruptcy Cases, and whether arising under or related to this Ratification Agreement, the DIP Credit Agreement, the Pre-Petition Security Documents, the other Loan Documents, the Financing Orders, by operation of law or otherwise, and whether
incurred by such Borrower or Guarantor as principal, surety, endorser, guarantor or otherwise and including, without limitation, all principal, interest, financing charges, letter of credit fees, unused line fees, servicing fees, line increase fees,
debtor-in- possession facility fees, early termination fees, other fees, commissions, costs, expenses and attorneys’, accountants’ and consultants’ fees and expenses incurred in connection with any of the foregoing, including the
Bankruptcy Case Expenses 
 (e) Post-Petition IP Security Agreements” means, collectively, (i) that
certain Copyright Security Agreement, dated on or about the date hereof, by and between Broadview Networks and the Administrative Agent; (ii) that certain Trademark Security Agreement, dated on or about the date hereof, by and between Eureka
Broadband Corporation and the Administrative Agent; (iii) that certain Patent Security Agreement, dated on or about the date hereof, by and between Broadview Networks and the Administrative Agent; and (iv) that certain Copyright Security
Agreement, dated on or about the date hereof, by and between ATX Telecom and the Administrative Agent. 
 (f)
“Pre-Petition IP Security Agreements” means, collectively, (i) that certain Trademark Security Agreement, dated as of August 23, 2006, by and between Broadview Networks and the Administrative Agent; (ii) that
certain Trademark Security Agreement, dated as of August 23, 2006, by and between Holdings and the Administrative Agent; and (iii) that certain Patent Security Agreement dated as of August 23, 2006, by and between OSS and the
Administrative Agent, in each case as in effect immediately prior to the Petition Date. 
 (g) “Pre-Petition Security
Documents” means, collectively each of the following, as defined in the Pre-Petition Credit Agreement and in each case as in effect immediately prior to the Petition Date: (i) the Collateral Agreement, (ii) the Guaranty
Agreement (and any other documents, agreements or instruments executed by any Guarantor in connection with or related to the Pre-Petition Financing Documents), (iii) the Control Agreements, (iv) the Pre-Petition IP Security Agreements, and
(v) any other documents, agreements or instruments executed by any Credit Party in connection with or related to the Pre-Petition Collateral. 
 (h) “Ratification Agreement” has the meaning assigned thereto in the introductory paragraph hereof, as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced. 

  
 5 








 1.2. Amendments to Definitions. 

(a) Collateral. All references to the term “Collateral” in the Pre-Petition Financing Documents, this Ratification
Agreement or the other Loan Documents, shall have the meanings ascribed thereto in the DIP Credit Agreement. 
 (b)
Debtors. All references to Debtors, including, without limitation, to the terms “Borrower,” “Borrowers,” “Guarantor,” “Guarantors,” “Credit Party” or “Credit Parties” in the DIP
Credit Agreement, this Ratification Agreement or the other Loan Documents shall be deemed, and each such reference is hereby amended, to mean and include the Debtors as defined herein, and their successors and assigns (including any trustee or other
fiduciary hereafter appointed as its legal representative or with respect to the property of the estate of such entity whether under Chapter 11 of the Bankruptcy Code or any subsequent Chapter 7 case and its successor upon conclusion of the
Bankruptcy Case of such entity). 
 (c) Material Adverse Effect. All references to the term “Material Adverse
Effect” in this Ratification Agreement or the other Loan Documents shall be deemed and each such reference is hereby amended to have the meaning ascribed thereto in the DIP Credit Agreement, and all references to the term “material adverse
change”, in this Ratification Agreement or the other Loan Documents shall be deemed, and each such reference is hereby amended, to add at the end thereof: “provided, that, the commencement of the Bankruptcy Cases shall not constitute a
material adverse change.” 
 1.3. Interpretation. 

(a) For purposes of this Ratification Agreement, unless otherwise defined or amended herein, including, but not limited to, those terms
used or defined in the recitals hereto, all terms used herein shall have the respective meanings assigned to such terms in the DIP Credit Agreement. 
 (b) All references to the terms “the Administrative Agent,” “Lender,” “Borrower,” “Guarantor,” “Debtor” or any other person pursuant to the definitions in
the recitals hereto or otherwise shall include its respective successors and assigns. 
 (c) All references to any term in the
singular shall include the plural and all references to any term in the plural shall include the singular unless the context of such usage requires otherwise. 
 2. ACKNOWLEDGMENT. 
 2.1. Pre-Petition Obligations. Each Credit
Party hereby acknowledges, confirms and agrees that, as of August 22, 2012, Borrowers are indebted to the Administrative Agent and the Lenders in respect of all Pre-Petition Obligations in the aggregate principal amount of not less than
$13,956,307.76, consisting of Revolving Credit Loans made pursuant to the Pre-Petition Financing Documents in the aggregate principal amount of not less than $13,900,000.00, together with interest accrued and accruing thereon, and all costs,
expenses, fees (including attorneys’ fees and legal expenses) and (c) other charges now or hereafter owed by Borrowers to the Administrative Agent and the Lenders, all of which are unconditionally owing by Borrowers to the Administrative
Agent and the Lenders, without offset, defense or counterclaim of any kind, nature and description whatsoever. 

  
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 2.2. Guaranteed Obligations. Each Guarantor hereby acknowledges, confirms and agrees
that: 
 (a) all obligations of such Guarantor under the Pre-Petition Security Documents are unconditionally owing by such
Guarantor to the Administrative Agent and the Lenders without offset, defense or counterclaim of any kind, nature and description whatsoever, and 
 (b) the absolute and unconditional guarantee of the payment of the Pre- Petition Obligations by such Guarantor pursuant to the Pre-Petition Security Documents extends to all Post-Petition Obligations.

 2.3. Acknowledgment of Security Interests. Each Borrower and Guarantor hereby acknowledges, confirms and agrees that
the Administrative Agent, for the benefit of each of the Lenders, has and shall continue to have valid, binding, enforceable, perfected and non-avoidable first priority and senior security interests in and Liens upon all Pre-Petition Collateral
heretofore granted to the Administrative Agent pursuant to the Pre-Petition Financing Documents, as in effect immediately prior to the Petition Date, subject, as to priority, to the Intercreditor Agreement to secure all of the Obligations, as well
as valid, binding, enforceable, perfected and non-avoidable first priority and senior security interests in and Liens upon all Post-Petition Collateral granted to the Administrative Agent, for the benefit of each of the Lenders, under the Financing
Orders, this Ratification Agreement, under any of the other Loan Documents or otherwise granted to or held by the Administrative Agent, in each case, subject only to Liens or encumbrances expressly permitted by the DIP Credit Agreement and any other
Liens or encumbrances expressly permitted by the Financing Orders that may have priority over the Liens in favor of the Administrative Agent and the Lenders, including pursuant to the Intercreditor Agreement. 

2.4. Binding Effect of Documents. Each Borrower and Guarantor hereby acknowledges, confirms and agrees that: (a) each of the
Pre-Petition Financing Documents to which it is a party was duly executed and delivered to the Administrative Agent and the Lenders by such Borrower or Guarantor and each is in full force and effect as of the date hereof, (b) the agreements and
obligations of such Borrower or Guarantor contained in the Pre-Petition Financing Documents constitute the legal, valid and binding obligations of such Borrower or Guarantor enforceable against it in accordance with the terms thereof, and such
Borrower or Guarantor has no valid defense, offset or counterclaim to the enforcement of such obligations, and (c) the Administrative Agent and the Lenders are and shall be entitled to all of the rights, remedies and benefits provided for in
the Loan Documents and the Financing Orders. 
 3. ADOPTION AND RATIFICATION. Each Borrower and Guarantor hereby (a) ratifies,
assumes, adopts and agrees to be bound by all of the Pre-Petition Financing Documents to which it is a party and (b) agrees to pay all of the Pre-Petition Obligations in accordance with the terms of such Pre-Petition Financing Documents, as
amended by this Ratification Agreement, the DIP Credit Agreement and the Loan Documents, and in accordance with the Financing Orders. All of the Pre-Petition Financing Documents are hereby incorporated in this Ratification Agreement by reference and
are and shall be deemed adopted, re-executed and assumed in full by the Borrowers and the Guarantors, each as Debtor and Debtor-in-Possession, and considered as 

  
 7 








 
agreements between such Borrowers or Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand. Each Borrower and Guarantor hereby ratifies, restates, affirms
and confirms all of the terms and conditions of the Pre-Petition Financing Documents, as amended and supplemented pursuant to this Ratification Agreement, the DIP Credit Agreement, and the Financing Orders, and each Borrower and Guarantor agrees to
be fully bound, as Debtor and Debtor-in-Possession, by the terms of the Loan Documents to which such Borrower or Guarantor is a party. 
 4.
GRANT OF SECURITY INTEREST. As collateral security for the prompt performance, observance and payment in full of all of the Obligations (including the Pre-Petition Obligations and the Post-Petition Obligations), the Credit Parties, each as
Debtor and Debtor-in-Possession, hereby grant, pledge and assign to the Administrative Agent, for the benefit of each of the Lenders, and also confirm, reaffirm and restate the prior grant to the Administrative Agent of, continuing security
interests in and Liens upon, and rights of setoff against, all of the Collateral. 
 5. ADDITIONAL REPRESENTATIONS. WARRANTIES AND
COVENANTS. In addition to the continuing representations, warranties and covenants heretofore and hereafter made by the Credit Parties to the Administrative Agent and the Lenders, whether pursuant to the Loan Documents or otherwise, and not in
limitation thereof, each Credit Party hereby represents, warrants and covenants to the Administrative Agent and the Lenders the following (which shall survive the execution and delivery of this Ratification Agreement), the truth and accuracy of
which, or compliance with which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, shall be a continuing condition of the making of Loans by the Administrative Agent and the Lenders or the issuance of
Letters of Credit: 
 5.1. Financing Order. The Interim Financing Order (with respect to the period prior to entry of the
Final Order) or Final Financing Order (with respect to the period on and after entry of the Final Financing Order), as the case may be, has been entered by the Bankruptcy Court and is in full force and effect and has not been amended, modified or
stayed, reversed or vacated. 
 5.2. Ratification of Control Agreements. Borrowers and Guarantors shall, as condition
precedent to any funding of the Loans, provide the Administrative Agent with fully executed copies of the Ratification, Acknowledgment and Amendment To Control Agreements with each of UBS and Citibank, in form and substance attached hereto as
Exhibits A and B, respectively. 
 5.3. Abandonment of Certain Intellectual Property. The Trademarks (as defined in the
Collateral Agreement) that were the subject of certain Trademark Security Agreements dated as of August 23, 2006 between the Administrative Agent and each of CoreComm-ATX and OSS, respectively, have been abandoned and cancelled. 

6. AMENDMENTS. 
 6.1.
Schedules to Collateral Agreement. Schedules 3.6, 3.9, 3.10, 3.11, 3.13, 3.14, 3.16 and 3.17 to the Collateral Agreement are each hereby deleted in their entirety and replaced by
Schedules 3.6, 3.9, 3.10, 3.11, 3.13, 3.14, 3.16 and 3.17 attached to this Ratification Agreement. 

  
 8 








 6.2. Pre-Petition IP Security Agreements. The Pre-Petition IP Security Agreements
referenced in clauses (i) and (ii) of the definition thereof set forth herein, shall be amended and restated in the form attached hereto as Exhibits C and D, respectively and shall be executed and delivered by the parties thereto
contemporaneously with the execution and delivery of this Ratification Agreement. 
 6.3. Post Petition IP Security
Agreements. The Post Petition IP Security Agreements in the form attached hereto as Exhibits E, F, G and H, respectively, shall be executed and delivered by the parties thereto contemporaneously with the execution and delivery of this
Ratification Agreement. 
 7. INTENTIONALLY OMITTED. 
 8. MISCELLANEOUS. 
 8.1. Amendments and Waivers. Neither this
Ratification Agreement nor any other instrument or document referred to herein or therein may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change,
waiver, discharge or termination is sought. 
 8.2. Further Assurances. Each Credit Party shall, at its expense, at any
time or times duly execute and deliver, or shall use its best efforts to cause to be duly executed and delivered, such further agreements, instruments and documents, including, without limitation, additional security agreements, collateral
assignments, UCC financing statements or amendments or continuations thereof, and consents to the exercise by the Administrative Agent and the Lenders of all the rights and remedies hereunder, under the DIP Credit Agreement or any of the other Loan
Documents, any Financing Order or applicable law with respect to the Collateral, and do or use its best efforts to cause to be done such further acts as may be reasonably necessary or proper in the Administrative Agent’s opinion to evidence,
perfect, maintain and enforce the security interests of the Administrative Agent and the Lenders, and the priority thereof, in the Collateral and to otherwise effectuate the provisions or purposes of this Ratification Agreement, the DIP Credit
Agreement, any of the other Loan Documents or the Financing Orders. Upon the request of the Administrative Agent, at any time and from time to time, each Credit Party shall, at its cost and expense, do, make, execute, deliver and record, register or
file amendments or agreements with the United States Patent and Trademark Office, the financing statements, mortgages, deeds of trust, deeds to secure debt, and other instruments, acts, pledges, assignments and transfers (or use its best efforts to
cause the same to be done) and will deliver to the Administrative Agent and the Lenders such instruments evidencing items of Collateral as may be requested by the Administrative Agent. 

8.3. Headings. The headings used herein are for convenience only and do not constitute matters to be considered in interpreting
this Ratification Agreement. 
 8.4. Counterparts. This Ratification Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same agreement. In making proof of this Ratification Agreement, it shall not be necessary to produce or account for more than one
counterpart thereof signed by each of 

  
 9 








 
the parties hereto. Delivery of an executed counterpart of this Ratification Agreement by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery
of an original executed counterpart of this Ratification Agreement. Any party delivering an executed counterpart of this Ratification Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed
counterpart of this Ratification Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Ratification Agreement as to such party or any other party. 

8.5. Additional Events of Default. The parties hereto acknowledge, confirm and agree that the failure of any Credit Party to
comply with any of the covenants, conditions and agreements contained herein or in any other agreement, document or instrument at any time executed by such Credit Party in connection herewith shall constitute an Event of Default under the DIP Credit
Agreement and the other Loan Documents, subject to any applicable grace periods under the DIP Credit Agreement or such other Loan Documents. 
 8.6. Effectiveness. This Ratification Agreement shall become effective upon the execution hereof by the Administrative Agent and the Lenders and the entry of the Interim Financing Order.


  
 10 









 IN WITNESS WHEREOF, the parties hereto have caused this Ratification Agreement to be
executed under seal by their duly authorized officers, all as of the day and year first written above. 
  

			
	BORROWERS:
	
	BROADVIEW NETWORKS HOLDINGS, INC.
	BROADVIEW NETWORKS, INC.
	BROADVIEW NETWORKS OF MASSACHUSETTS, INC.
	BROADVIEW NETWORKS OF VIRGINIA, INC.
	BRIDGECOM INTERNATIONAL, INC.
		
	By:	 	




	Name:	 	Corey Rinker
	Title:	 	CFO
	
	GUARANTORS:
	
	BRIDGECOM HOLDINGS, INC.
	 TRUCOM CORPORATION

BRIDGECOM SOLUTIONS GROUP, INC.

	 OPEN SUPPORT SYSTEMS LLC
 BROADVIEW NP ACQUISITION CORP.

	BV-BC ACQUISITION CORP.
	ATX COMMUNICATIONS, INC.
	CORECOMM –ATX, INC.
	ATX LICENSING, INC.
	 ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC
 CORECOMM COMMUNICATIONS, LLC
 EUREKA BROADBAND CORPORATION

EUREKA HOLDINGS, LLC
 EUREKA NETWORKS,
LLC

	 INFOHIGHWAY COMMUNICATIONS CORPORATION
 ARC NETWORKS, INC.

	EUREKA TELECOM, INC.
	A.R.C. NETWORKS, INC.
	INFO-HIGHWAY INTERNATIONAL, INC.
	EUREKA TELECOM OF VA, INC.
	NEX-I.COM INC.
	INFOHIGHWAY OF VIRGINIA, INC.
	DIGICOM, INC.
		
	By:	 	




	Name:	 	Corey Rinker
	Title:	 	CFO


 [SIGNATURE PAGE TO RATIFICATION AND AMENDMENT AGREEMENT] 








			
	AGENTS AND LENDERS:
	
	THE CIT GROUP/BUSINESS CREDIT, INC., as the Administrative Agent
		
	By:	 	




	Name:	 	Philip Marrone
	Title:	 	Assistant Vice President
	
	THE CIT GROUP/BUSINESS CREDIT, INC, as a Lender
		
	By:	 	




	Name:	 	Philip Marrone
	Title:	 	Assistant Vice President


 [SIGNATURE PAGE TO RATIFICATION AND AMENDMENT AGREEMENT] 







 EXHIBIT A 
 FORM OF RATIFICATION, ACKNOWLEDGMENT AND 
 AMENDMENT TO CONTROL AGREEMENT

 (CITIBANK) 
 See Attached 







 RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO 

CONTROL AGREEMENT 
 This Ratification, Acknowledgment and Amendment to Control Agreement (“RAA”) is made and entered into on this 22nd day of August, 2012 by and among BROADVIEW NETWORKS, INC. (“BNI”), BRIDGECOM INTERNATIONAL,
INC. (“BII”), BRIDGECOM SOLUTIONS GROUP, INC. (“BSG”), TRUCOM CORPORATION (“TC”) CORECOMM-ATX, INC. (“CAI”), EUREKA NETWORKS, LLC
(“EN”), ARC NETWORKS, INC. (“ANI”), and BROADVIEW NETWORKS HOLDINGS, INC. (“BNH”) (individually, a “Customer”, or collectively, the
“Customer”). THE CIT GROUP/BUSINESS CREDIT, INC, as administrative agent under the Credit Agreement (in such capacity, “First Priority Agent”), THE BANK OF NEW YORK, as trustee and collateral agent
under the Indenture (in such capacity, “Second Priority Agent”) and Citibank, N.A. (the “Bank”). 
 Background 
 A. Reference is made to the $25,000,000 Credit
Agreement dated August 23, 2006, as amended, among First Priority Agent, the other lenders signatory thereto (together with First Priority Agent, “Lenders”), the Customer, and certain of the Affiliates, and the other
agreements, documents and instruments related thereto. 
 B. Reference is also made to that certain Deposit Account Control
Agreement, dated October 2006, as amended by a certain First Amendment and Joinder to Deposit Account Control Agreement, dated February 28, 2011, as further amended by a certain Second Amendment to Deposit Account Control Agreement, dated
August 14, 2012 (the “DACA”) between and among the Customer, First Priority Agent, Second Priority Agent and Bank (each a “Party” and, collectively, the “Parties”).

 C. The Customers are about to commence, or have commenced, cases under Chapter 11 of the Bankruptcy Code (the
“Bankruptcy Cases”) in which each Customer is, or will be, a debtor and debtor-in-possession before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
Each Customer has retained possession of its assets and is authorized under the Bankruptcy Code to continue the operation of its businesses as a debtor-in-possession. 
 D. It is anticipated that the Bankruptcy Court will enter an Interim Financing Order (as entered on the Bankruptcy Court’s docket, the “Interim Financing Order”) pursuant to
which, among other things, the First Priority Agent and the Lenders may make post-petition loans and advances and provide other financial accommodations to the Customer as set forth in the $25,000,000 Debtor in Possession Amended and Restated Credit
Agreement dated on or about the date hereof, among the Borrowers, Lenders and First Priority Agent (the “DIP Credit Agreement”) and certain other agreements and instruments contemplated thereby (together with the DIP Credit
Agreement, collectively, the “DIP Loan Documents”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the DIP Credit Agreement. 

E. Lenders will enter into the DIP Loan Documents and will agree to make the Revolving Credit Loans described in the DIP Credit
Agreement, subject to the terms and conditions thereof, conditioned upon, among other things, the Parties reaffirming their respective rights and obligations pursuant to the DACA and, in connection with such reaffirmation, executing and delivering
this RAA. 

  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO
CONTROL AGREEMENT 








 NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 
 1. Bank’s Acknowledgment. Bank hereby acknowledges, confirms and agrees, subject to the Interim Financing Order, any other order issued by a court of competent jurisdiction related to the
Accounts, and applicable law, that: 
 a. upon the entry of the Interim Financing Order, Bank shall continue to
comply with its obligations under the DACA, as amended hereby (the “RAA DACA”); 
 b.
upon the entry of the Interim Financing Order, the RAA DACA shall be deemed adopted, re-executed and assumed in full by each Customer, each as a debtor and debtor-in-possession in the Bankruptcy Cases; 

c. all references to Customer in the RAA DACA shall be deemed to mean and include each Customer as a debtor and
debtor-in-possession, and their respective successors and assigns (including any trustee or other fiduciary hereafter appointed as its legal representative or with respect to the property of the estate of such Customer whether under Chapter 11 of
the Bankruptcy Code or any subsequent Chapter 7 case and its successor upon conclusion of the Bankruptcy Case of such Customer); and 
 d. upon the entry of the Interim Financing Order, from and after the date hereof, (i) the definition of “Credit Agreement,” as used in the RAA DACA, is hereby amended to include the DIP
Credit Agreement and (ii) to the extent any Account is re-titled to reference the Bankruptcy Cases or the renaming of any Customer as “Debtor-in-Possession” or any similar moniker, the definition of such “Account” shall be
amended to include such modifications to such Account titles. 
 2. Non-Bank Ratification, Acknowledgment and Amendment.
Customer, First Priority Agent, and Second Priority Agent each hereby acknowledges, confirms and agrees that: 

a. the RAA DACA is in full force and effect as of the date hereof; 

b. the agreements and obligations of each Party contained in the RAA DACA are hereby ratified, restated, affirmed and
confirmed and constitute the legal, valid and binding obligations of each such Party; 
 c. the commencement of
the Bankruptcy Cases will not impair the validity or enforceability of the RAA DACA and will not otherwise limit or impair each Party’s obligations under the RAA DACA, and, upon the entry of the Interim Financing Order, each Party shall
continue to comply with its obligations under the RAA DACA; 
 d. upon the entry of the Interim Financing Order,
the RAA DACA shall be deemed adopted, re-executed and assumed in full by each Customer, each as a debtor and debtor-in-possession in the Bankruptcy Cases, and considered as agreements between such Customer, as a debtor and debtor-in-possession in
the Bankruptcy Cases, and the other Parties; 
 e. notwithstanding any re-titling of any Account to reference the
Bankruptcy Cases or the renaming of any Customer as “Debtor-in-Possession” or any similar moniker, the RAA DACA shall continue to remain in full force and effect with respect to each Account; 

  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 2 – 








 f. all references to Customer in the RAA DACA shall be deemed to mean and
include each Customer as a debtor and debtor-in-possession, and their respective successors and assigns (including any trustee or other fiduciary hereafter appointed as its legal representative or with respect to the property of the estate of such
Customer whether under Chapter 11 of the Bankruptcy Code or any subsequent Chapter 7 case and its successor upon conclusion of the Bankruptcy Case of such Customer); and 

g. upon the entry of the Interim Financing Order, from and after the date hereof, the definition of “Credit
Agreement,” as used in the RAA DACA, is hereby amended to include the DIP Credit Agreement; and 
 h. each
Customer and Second Priority Agent shall make, execute and deliver all such additional and further acts, things, deeds and instruments as the First Priority Agent may reasonably require to document and consummate the transactions contemplated hereby
and to vest completely in and insure the Parties their respective rights under this RAA. 
 3. Miscellaneous. 

(a) This RAA shall be governed by and construed and enforced in accordance with the laws of the State of New York with out giving effect
to the conflict of laws rules thereof. 
 (b) This RAA may be executed in any number of counterparts and by different parties
hereto and separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. 

(d) Section headings used in this RAA are for the convenience of reference only and are not a part of this RAA for any other purpose.

 (e) Upon the effectiveness of this RAA, each reference in the DACA to “this Agreement,” “hereunder,”
“hereof,” “herein,” or words of like import shall mean and be a reference to the RAA DACA as amended by this RAA and each reference to the DACA in any other document, instrument or agreement executed and/or delivered in
connection with the Credit Agreement shall mean and be a reference to the RAA DACA, as amended by this RAA. 
 [REMAINDER OF PAGE
LEFT INTENTIONALLY BLANK] 

  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 3 – 








 IN WITNESS WHEREOF, the Parties have caused this RAA to be duly executed by their
respective officers duly authorized as of the date first written above. 
  

			
	BROADVIEW NETWORKS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	TRUCOM CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	BRIDGECOM INTERNATIONAL, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	BRIDGECOM SOLUTIONS GROUP, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	CORECOMM-ATX, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	EUREKA NETWORKS, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	ARC NETWORKS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 SIGNATURES CONTINUED ON FOLLOWING PAGE 

  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 4 – 









									
		 		 		 	BROADVIEW NETWORKS HOLDINGS, INC.
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
		 	First Priority Agent:	 		 	THE CIT GROUP/BUSINESS CREDIT, INC.
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
		 	Second Priority Agent:	 		 	THE BANK OF NEW YORK
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

				
		 		 		 	CITIBANK, N.A.
					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  



  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 5 – 








 EXHIBIT B 
 FORM OF RATIFICATION, ACKNOWLEDGMENT AND 
 AMENDMENT TO CONTROL AGREEMENT

 (UBS) 

See Attached 







 RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO 

CONTROL AGREEMENT 
 This Ratification, Acknowledgment and Amendment to Control Agreement (“RAA”) is made and entered into on this 22nd day of August, 2012 by and among BROADVIEW NETWORKS, INC. (“BNI”) and BROADVIEW NETWORKS
HOLDINGS, INC. (“BNH”) (individually, each a “Client” and collectively, the “Clients”), THE CIT GROUP/BUSINESS CREDIT, INC., as administrative agent under the DIP Credit
Agreement (defined below) (in such capacity, “Creditor”), and UBS Financial Services, Inc. (“UBSFS”). 
 Background 
 A. Reference is made to the $25,000,000 Credit
Agreement dated August 23, 2006, as amended, among Creditor, the other lenders signatory thereto (together with the Creditor, “Lenders”), the Clients, and certain of the Affiliates, and the other agreements, documents
and instruments related thereto. 
 B. Reference is also made to that certain Account Control Agreement, dated November 11,
2010 (the “Control Agreement”), between and among the Clients, Creditor and UBSFS. 
 C. The Clients are
about to commence, or have commenced, cases under Chapter 11 of the Bankruptcy Code (the “Bankruptcy Cases”) in which each Client is, or will be, a debtor and debtor-in-possession before the United States Bankruptcy Court for
the Southern District of New York (the “Bankruptcy Court”). Each Client has retained possession of its assets and is authorized under the Bankruptcy Code to continue the operation of its businesses as a debtor-in-possession.

 D. It is anticipated that the Bankruptcy Court will enter an Interim Financing Order (as entered on the Bankruptcy
Court’s docket, the “Interim Financing Order”) pursuant to which, among other things, the Creditor and the Lenders may make post-petition loans and advances and provide other financial accommodations to the Clients as
set forth in the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement dated as of the date hereof, among the Borrowers, Lenders and Creditor (the “DIP Credit Agreement”) and certain other agreements and
instruments contemplated thereby (together with the DIP Credit Agreement, collectively, the “DIP Loan Documents”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the DIP Credit
Agreement. 
 E. Lenders will enter into the DIP Loan Documents and will agree to make the Revolving Credit Loans described in
the DIP Credit Agreement, subject to the terms and conditions thereof, conditioned upon, among other things, the Clients, Creditor, and UBSFS (each a “Party” and, collectively, the “Parties”)
reaffirming their respective rights and obligations pursuant to the Control Agreement and, in connection with such reaffirmation, executing and delivering this RAA. 
 NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows: 
 1. UBSFS’s Acknowledgment. UBSFS hereby acknowledges, confirms and agrees, subject to the
Interim Financing Order, any other order issued by a court of competent jurisdiction related to the Accounts, and applicable law, that: 
 a. upon the entry of the Interim Financing Order, UBSFS shall continue to comply with its obligations under the Control Agreement, as amended hereby (the “RAA Control Agreement”);


  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 








 b. upon the entry of the Interim Financing Order, the RAA Control Agreement
shall be deemed adopted, re-executed and assumed in full by each Client, each as a debtor and debtor-in-possession in the Bankruptcy Cases; 
 c. all references to Client in the RAA Control Agreement shall be deemed to mean and include each Client as a debtor and debtor-in-possession, and their respective successors and assigns (including any
trustee or other fiduciary hereafter appointed as its legal representative or with respect to the property of the estate of such Client whether under Chapter 11 of the Bankruptcy Code or any subsequent Chapter 7 case and its successor upon
conclusion of the Bankruptcy Case of such Client); and 
 d. upon the entry of the Interim Financing Order, from
and after the date hereof, (i) the definition of “Credit Agreement,” as used in the RAA Control Agreement, is hereby amended to include the DIP Credit Agreement and (ii) to the extent any Account is re-titled to reference the
Bankruptcy Cases or the renaming of any Client as “Debtor-in-Possession” or any similar moniker, the definition of such “Account” shall be amended to include such modifications to such Account titles. 

2. Non-UBSFS Ratification, Acknowledgment and Amendment. Client and Creditor each hereby acknowledges, confirms and agrees that:

 a. the RAA Control Agreement is in full force and effect as of the date hereof; 

b. the agreements and obligations of each Party contained in the RAA Control Agreement are hereby ratified, restated,
affirmed and confirmed and constitute the legal, valid and binding obligations of each such Party; 
 c. the
commencement of the Bankruptcy Cases will not impair the validity or enforceability of the RAA Control Agreement and will not otherwise limit or impair each Party’s obligations under the RAA Control Agreement, and, upon the entry of the Interim
Financing Order, each Party shall continue to comply with its obligations under the RAA Control Agreement; 
 d.
upon the entry of the Interim Financing Order, the RAA Control Agreement shall be deemed adopted, re-executed and assumed in full by each Client, each as a debtor and debtor-in-possession in the Bankruptcy Cases, and considered as agreements between
such Client, as a debtor and debtor-in-possession in the Bankruptcy Cases, and the other Parties; 
 e.
notwithstanding any re-titling of any Account to reference the Bankruptcy Cases or the renaming of any Client as “Debtor-in-Possession” or any similar moniker, the RAA Control Agreement shall continue to remain in full force and effect
with respect to each Account; 
 f. all references to Client in the RAA Control Agreement shall be deemed to mean
and include each Client as a debtor and debtor-in-possession, and their respective successors and assigns (including any trustee or other fiduciary hereafter appointed as its legal representative or with respect to the property of the estate of such
Client whether under Chapter 11 of the Bankruptcy Code or any subsequent Chapter 7 case and its successor upon conclusion of the Bankruptcy Case of such Client); and 

g. each Client shall make, execute and deliver all such additional and further acts, things, deeds and instruments as the
Creditor may reasonably require to document and consummate the transactions contemplated hereby and to vest completely in and insure the Parties their respective rights under this RAA. 

  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 2 – 








 3. Miscellaneous. 

(a) This RAA shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect
to the conflict of laws rules thereof. 
 (b) This RAA may be executed in any number of counterparts and by different parties
hereto and separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. 

(d) Section headings used in this RAA are for the convenience of reference only and are not a part of this RAA for any other purpose.

 (e) Upon the effectiveness of this RAA, each reference in the Control Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the RAA Control Agreement as amended by this RAA and each reference to the Control Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the RAA Control Agreement, as amended by this RAA. 
 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 

  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 3 – 








 IN WITNESS WHEREOF, the Parties have caused this RAA to be duly executed by their
respective officers duly authorized as of the date first written above. 
  

					
	Clients:	 	BROADVIEW NETWORKS, INC.
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

		
		 	BROADVIEW NETWORKS HOLDINGS, INC.
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

		
	Creditor:	 	THE CIT GROUP/BUSINESS CREDIT, INC.
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

		
	UBSFS:	 	UBS Financial Services, Inc.
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

RATIFICATION, ACKNOWLEDGMENT AND AMENDMENT TO CONTROL AGREEMENT 

- 4 – 








 EXHIBITS C and D 

FORMS OF AMENDED AND RESTATED PRE-PETITION IP SECURITY AGREEMENTS 
 See Attached 







 EXECUTION COPY 
 AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT 
 AMENDED AND
RESTATED TRADEMARK SECURITY AGREEMENT dated as of August     , 2012, by between BROADVIEW NETWORKS HOLDINGS, INC., a New York corporation, as debtor and debtor in possession (“Grantor”), in favor of THE
CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, in its capacity as administrative agent for the Secured Parties (in such capacity, “Administrative Agent”). All capitalized terms used in this Amended and Restated
Trademark Security Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement (defined below), which definitions are incorporated by reference into this Amended and Restated Trademark
Security Agreement as if fully set forth herein. 
 W I T N E S S E T H: 

WHEREAS, Grantor is a Credit Party pursuant to the terms of that certain $25,000,000 Debtor-in-Possession Amended and Restated Credit
Agreement, dated of even date herewith, by and among the Credit Parties, the Administrative Agent, and the Lenders (the “DIP Credit Agreement”); 
 WHEREAS, as a condition precedent to closing the DIP Credit Agreement and as an acknowledgment of Administrative Agent’s continuing Lien on, and security interest in, the Trademarks (as defined in
the Collateral Agreement), Grantor is required to execute and deliver to Administrative Agent, for itself and the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), this Amended and Restated Trademark Security
Agreement; 
 NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the
Grantor hereby agrees as follows: 
 1. Grantor hereby grants to the Administrative Agent, for the ratable benefit of the
Secured Parties, a continuing security interest in all of the following property, whether tangible or intangible, whether now or hereafter existing, owned or acquired by the Grantor and wherever located: all of the Grantor’s right, title and
interest in and to: 
 (i) (a) all Trademarks, rights and interests in trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, whether registered or unregistered, all
registrations and recordings thereof, and all applications in connection therewith (other than each application to register any trademark or service mark prior to the filing under Applicable Law of a verified statement of use for such trademark or
service mark) anywhere in the world, including, without limitation, those described on Schedule A, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties,
damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d)








 
the right to sue for past, present and future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing (including the goodwill) throughout the world;

 (ii) any agreement now or hereafter in existence, whether written or oral, providing for the grant by or to
any Grantor of any right to use any Trademark, including, without limitation, those described on Schedule B; and 
 (iii) all products and proceeds of the foregoing and, to the extent not otherwise included, (A) all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) and
(B) all tort claims, and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing). 

2. The security interests granted pursuant to this Amended and Restated Trademark Security Agreement are granted in conjunction with the
security interests granted to Administrative Agent, on behalf of itself and the Secured Parties, pursuant to the Collateral Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to
the security interest granted herein are without prejudice to, and are in addition to those set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this
Agreement are deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern. 
 3.
This Amended and Restated Trademark Security Agreement amends and restates in its entirety that certain Trademark Security Agreement, dated August 23, 2006, by Grantor in favor Administrative Agent (the “Prior
Agreement”). This Amended and Restated Trademark Security Agreement is not, nor shall it be deemed to be, a novation of the Prior Agreement. 
 [SIGNATURE PAGES FOLLOW] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth
above. 
  

			
	 BROADVIEW NETWORKS HOLDINGS, INC.,
 as Grantor

		
	By:	 	  

	Name:	 	
	Title:	 	


 ACKNOWLEDGMENT 
 STATE OF
                                        

 COUNTY OF
                                        

 I,
                                        , a
Notary Public for said County and State, do hereby certify that
                                        
personally appeared before me this day and stated that (s)he is
                                         of
Broadview Networks Holdings, Inc., and acknowledged on behalf of Broadview Networks Holdings, Inc. the due execution of the foregoing instrument. 
 Witness my hand and official seal, this      day of             , 2012. 

 

	
	  

	Notary Public
	
	My commission expires:


 [Signature Pages Continue] 

  
 3 









			
	 Agreed and Accepted as of the
      day of         , 2012

	
	 THE CIT GROUP/BUSINESS CREDIT, INC.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 4 








 SCHEDULE A 
 to Amended and Restated Trademark Security 
 Agreement 

SCHEDULE A 
 Trademark Registrations/Applications 
 Trademark Registrations

  

							
	 Country
	  	 Trademark
	  	 Reg. No.
	  	 Reg. Date

				
	 US
	  	Broadview Networks	  	2,494,916	  	10/02/2001
				
	 US
	  	Broadviewnet.com	  	2,828,186	  	03/30/2004

 Pending Trademark Applications 
 None. 







 SCHEDULE B 
 to Amended and Restated Trademark Security 
 Agreement 

TRADEMARK LICENSES 
 None. 







 EXECUTION COPY 
 AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT 
 AMENDED AND
RESTATED TRADEMARK SECURITY AGREEMENT dated as of August     , 2012, by between BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Grantor”), in favor of THE CIT
GROUP/BUSINESS CREDIT, INC., a New York corporation, in its capacity as administrative agent for the Secured Parties (in such capacity, “Administrative Agent”). All capitalized terms used in this Amended and Restated
Trademark Security Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement (defined below), which definitions are incorporated by reference into this Amended and Restated Trademark
Security Agreement as if fully set forth herein. 
 W I T N E S S E T H: 

WHEREAS, Grantor is a Credit Party pursuant to the terms of that certain $25,000,000 Debtor-in-Possession Amended and Restated Credit
Agreement, dated of even date herewith, by and among the Credit Parties, the Administrative Agent, and the Lenders (the “DIP Credit Agreement”); 
 WHEREAS, as a condition precedent to closing the DIP Credit Agreement and as an acknowledgment of Administrative Agent’s continuing Lien on, and security interest in, the Trademarks (as defined in
the Collateral Agreement), Grantor is required to execute and deliver to Administrative Agent, for itself and the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), this Amended and Restated Trademark Security
Agreement; 
 NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the
Grantor hereby agrees as follows: 
 1. Grantor hereby grants to the Administrative Agent, for the ratable benefit of the
Secured Parties, a continuing security interest in all of the following property, whether tangible or intangible, whether now or hereafter existing, owned or acquired by the Grantor and wherever located: all of the Grantor’s right, title and
interest in and to: 
 (i) (a) all Trademarks, rights and interests in trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, whether registered or unregistered, all
registrations and recordings thereof, and all applications in connection therewith (other than each application to register any trademark or service mark prior to the filing under Applicable Law of a verified statement of use for such trademark or
service mark) anywhere in the world, including, without limitation, those described on Schedule A, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties,
damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d)








 
the right to sue for past, present and future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing (including the goodwill) throughout the world;

 (ii) any agreement now or hereafter in existence, whether written or oral, providing for the grant by or to
any Grantor of any right to use any Trademark, including, without limitation, those described on Schedule B; and 
 (iii) all products and proceeds of the foregoing and, to the extent not otherwise included, (A) all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) and
(B) all tort claims, and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing). 

2. The security interests granted pursuant to this Amended and Restated Trademark Security Agreement are granted in conjunction with the
security interests granted to Administrative Agent, on behalf of itself and the Secured Parties, pursuant to the Collateral Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to
the security interest granted herein are without prejudice to, and are in addition to those set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this
Agreement are deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern. 
 3.
This Amended and Restated Trademark Security Agreement amends and restates in its entirety that certain Trademark Security Agreement, dated August 23, 2006, by Grantor in favor Administrative Agent (the “Prior
Agreement”). This Amended and Restated Trademark Security Agreement is not, nor shall it be deemed to be, a novation of the Prior Agreement. 
 [SIGNATURE PAGES FOLLOW] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth
above. 
  

			
	BROADVIEW NETWORKS, INC., as Grantor
		
	By:	 	  

	Name:	 	
	Title:	 	


 ACKNOWLEDGMENT 
 STATE OF
                                        

 COUNTY OF
                                     

I,
                                        , a
Notary Public for said County and State, do hereby certify that
                                        
personally appeared before me this day and stated that (s)he is
                                         of
Broadview Networks, Inc., and acknowledged on behalf of Broadview Networks, Inc. the due execution of the foregoing instrument. 

Witness my hand and official seal, this      day of
            , 2012. 
  

	
	  

	Notary Public
	
	My commission expires:


 [Signature Pages Continue] 

  
 3 









			
	Agreed and Accepted as of the      day of             , 2012
	
	 THE CIT GROUP/BUSINESS CREDIT, INC.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 4 








 SCHEDULE A 
 to Amended and Restated Trademark Security 
 Agreement 

SCHEDULE A 
 Trademark Registrations/Applications 
 Trademark Registrations

  

							
	 Trademark
	  	 Reg. No.
	  	 Reg. Date
	  	 Country

				
	 Eye Design (logo)
	  	2,559,668	  	04/09/2002	  	USA
				
	 Broadspeed
	  	2,486,260	  	09/04/2001	  	USA
				
	 NATURAL CONVERGENCE
	  	3,199,996	  	01/23/2007	  	USA
	 SILHOUETTE
	  	2,957,599	  	05/31/2005	  	USA
	 OFFICESUITE PLUS
	  	4,144,049	  	08/30/2011	  	USA
				
	 OFFICESUITE PLUS
	  	4,144,055	  	05/15/2012	  	USA
	 INDIVIDUAL OFFICESUITE PLUS
	  	4,144,057	  	05/15/2012	  	USA
	 EXECUTIVE OFFICESUITE
	  	4,043,306	  	10/18/2011	  	USA
				
	 BROADVIEW OFFICESUITE
	  	4,176,438	  	07/17/2012	  	USA
				
	 SILHOUETTE Design & word mark (logo)
	  	4,078,255	  	12/27/2011	  	USA
				
	 Design (logo)
	  	4,078,256	  	12/27/2011	  	USA
				
	 BROADVIEW NETWORKS
	  	4,138,173	  	05/08/2012	  	USA

 Pending Trademark Applications 
 None. 







 SCHEDULE B 
 to Amended and Restated Trademark Security 
 Agreement 

TRADEMARK LICENSES 
 None. 







 EXHIBITS E THROUGH H 

FORMS OF POST-PETITION IP SECURITY AGREEMENTS 
 See Attached 







 COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT SECURITY AGREEMENT, dated as of August     , 2012, by between BROADVIEW NETWORKS, INC., a New York
corporation, as debtor and debtor in possession (“Grantor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, in its capacity as administrative agent for the Secured Parties (in such capacity,
“Administrative Agent”). All capitalized terms used in this Copyright Security Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement (defined below), which
definitions are incorporated by reference into this Copyright Security Agreement as if fully set forth herein. 
 W I T N E S
S E T H: 
 WHEREAS, Grantor is a Credit Party pursuant to the terms of that certain $25,000,000 Debtor-in-Possession
Amended and Restated Credit Agreement, dated of even date herewith, by and among the Credit Parties, the Administrative Agent, and the Lenders (the “DIP Credit Agreement”); 

WHEREAS, as a condition precedent to closing the DIP Credit Agreement and as an acknowledgment of Administrative Agent’s continuing
Lien on, and security interest in, the Copyrights (as defined in the Collateral Agreement), Grantor is required to execute and deliver to Administrative Agent, for itself and the ratable benefit of the Secured Parties (as defined in the Collateral
Agreement), this Copyright Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows: 
 1. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Grantor hereby grants to Administrative Agent, on behalf of itself and the Secured Parties, a continuing first priority security interest in all of
Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright Collateral”): 

(a) all right, title, and interest in and to all Copyrights and all applications for registration, registrations and recordings relating
to any of the foregoing as may be filed in the United States Copyright Office, any State thereof, any political subdivision thereof or in any similar office or agency in any other country or jurisdiction, including, but not limited to, the United
States copyright registrations and applications referred to on Schedule I hereto (as such schedule may be amended or supplemented from time to time); 
 (b) all rights of Grantor in all present and future agreements containing a license of copyrights to Grantor (subject to the rights of the licensors therein) pertaining to the foregoing; 







 (c) all income, fees, royalties and other payments at any time due or payable with respect
to the foregoing, including, without limitation, payments under all licenses at any time entered into in connection therewith; 

(d) the right to sue for past, present and future infringements of any of the foregoing; 

(e) all rights corresponding thereto throughout the world with respect to the foregoing; and 

(f) all Proceeds of any of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and
proceeds of suit. 
 2. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright Security Agreement are
granted in conjunction with the security interests granted to Administrative Agent, on behalf of itself and Secured Parties, pursuant to the Collateral Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Administrative
Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the DIP Credit Agreement, the provisions of the DIP Credit Agreement shall control. 

3. GOVERNING LAW. The validity, interpretation and enforcement of this Copyright Security Agreement and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of New York. 
 4. COUNTERPARTS. This Copyright
Security Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Copyright Security
Agreement by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart of this
Copyright Security Agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Copyright
Security Agreement. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above. 
  

			
	BROADVIEW NETWORKS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




 

			
	ACCEPTED AND ACKNOWLEDGED BY:
	
	 THE CIT GROUP/BUSINESS CREDIT, INC.,
as Administrative Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  


 ACKNOWLEDGMENT OF GRANTOR 

 

					
	STATE OF NEW YORK	 	)	  	
		 	)	  	ss.
	COUNTY OF NEW YORK	 	)	  	

 On this      day of
            , 20     , before me personally appeared
                                        , proved
to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of BROADVIEW NETWORKS, INC., who being by me duly sworn did depose and say that he is an authorized officer of said corporation, that the
said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. 

 

	
	  

	Notary Public









 SCHEDULE I 
 to 
 COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT REGISTRATIONS 

COPYRIGHTS (with Application/Registration numbers, as applicable) 
  

							
	 Copyright
	  	 Country
	  	 Reg. No.
	  	 Reg. Date

	OfficeSuite Quick Reference Guide 24 Key IP Phone	  	USA	  	TX7551257	  	06/13/2012
				
	OfficeSuite Quick Reference Guide 5220 IP Phone	  	USA	  	TX7551238	  	06/13/2012
				
	OfficeSuite Installation Guide	  	USA	  	TX7551164	  	06/12/2012
				
	How Employees and Support Staff Can Quickly and Easily Manage Their Cloud-Based Phone Solution	  	USA	  	TX7550213	  	06/11/2012
				
	OfficeSuite Best Practices Guide	  	USA	  	TX7549496	  	06/09/2012
				
	OfficeSuite USB Phone Quick Start Guide	  	USA	  	TX7545401	  	05/15/2012
				
	OfficeSuite ACD Tenant Administrator Reference Guide	  	USA	  	TX7542693	  	05/18/2012
				
	5 Considerations When Picking a Cloud-Based Phone Provider	  	USA	  	TX7542628	  	05/18/2012
				
	OfficeSuite Softphone Quick Start Guide	  	USA	  	TX7540885	  	05/14/2012
				
	OfficeSuite Quick Reference Guide 5304 IP Phone	  	USA	  	TX7538746	  	05/04/2012
				
	OfficeSuite Quick Reference Guide 5340 IP Phone	  	USA	  	TX7538551	  	05/04/2012
				
	Broadview Frontline E-mail Security	  	USA	  	TX7533561	  	04/19/2012
				
	OfficeSuite Quick Start Guide for Users	  	USA	  	TX7533133	  	04/19/2012
				
	OfficeSuite Administrator Quick Reference Guide	  	USA	  	TX7532906	  	04/18/2012
				
	OfficeSuite Quick Reference Guide	  	USA	  	TX7532616	  	04/17/2012
				
	OfficeSuite Administrator Reference Guide	  	USA	  	TX7532532	  	04/17/2012
				
	6 Ways to Immediately Improve Your Customer Experience	  	USA	  	TX7532174	  	04/16/2012
				
	OFFICESUITE Website	  	USA	  	TX7503485	  	02/08/2012
				
	Master Website	  	USA	  	TX7502047	  	02/08/2012
				
	Improving Your Business Operations with a Cloud-Based Hosted Phone System	  	USA	  	TX7558409	  	05/19/2012
				
	Broadview FrontLine Managed Firewall	  	USA	  	TX7559006	  	07/02/2012
				
	Broadview Frontline	  	USA	  	TX7559026	  	07/02/2012








 COPYRIGHT APPLICATIONS 
 None. 
 COPYRIGHT LICENSES 
 None. 







 EXECUTION COPY 
 TRADEMARK SECURITY AGREEMENT 
 TRADEMARK SECURITY AGREEMENT dated as
of August     , 2012, by between EUREKA BROADBAND CORPORATION, a Delaware corporation, as debtor and debtor in possession (“Grantor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., a New York
corporation, in its capacity as administrative agent for the Secured Parties (in such capacity, “Administrative Agent”). All capitalized terms used in this Trademark Security Agreement but not otherwise defined herein shall
have the meanings ascribed to such terms in the DIP Credit Agreement (defined below), which definitions are incorporated by reference into this Trademark Security Agreement as if fully set forth herein. 

W I T N E S S E T H: 
 WHEREAS, Grantor is a Credit Party pursuant to the terms of that certain $25,000,000 Debtor-in-Possession Amended and Restated Credit Agreement, dated of even date herewith, by and among the Credit
Parties, the Administrative Agent, and the Lenders (the “DIP Credit Agreement”); 
 WHEREAS, as a
condition precedent to closing the DIP Credit Agreement and as an acknowledgment of Administrative Agent’s continuing Lien on, and security interest in, the Trademarks (as defined in the Collateral Agreement), Grantor is required to execute and
deliver to Administrative Agent, for itself and the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), this Trademark Security Agreement; 
 NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Grantor hereby agrees as follows: 

1. Grantor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in
all of the following property, whether tangible or intangible, whether now or hereafter existing, owned or acquired by the Grantor and wherever located: all of the Grantor’s right, title and interest in and to: 

(i) (a) all Trademarks, rights and interests in trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, whether registered or unregistered, all registrations and recordings thereof,
and all applications in connection therewith (other than each application to register any trademark or service mark prior to the filing under Applicable Law of a verified statement of use for such trademark or service mark) anywhere in the world,
including, without limitation, those described on Schedule A. (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages and payments now or hereafter
due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present
and future infringements of any of the foregoing and (e) all rights corresponding to any of the foregoing (including the goodwill) throughout the world; 







 (ii) any agreement now or hereafter in existence, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, those described on Schedule B; and 
 (iii) all products and proceeds of the foregoing and, to the extent not otherwise included, (A) all payments under insurance (whether or not the Administrative Agent is the loss payee thereof) and
(B) all tort claims, and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of the foregoing). 

2. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests
granted to Administrative Agent, on behalf of itself and the Secured Parties, pursuant to the Collateral Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the security
interest granted herein are without prejudice to, and are in addition to those set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Agreement are
deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern. 
 [SIGNATURE PAGES
FOLLOW] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth
above. 
  

			
	EUREKA BROADBAND CORPORATION, as Grantor
		
	By:	 	  

	Name:	 	
	Title:	 	


 ACKNOWLEDGMENT 
 STATE OF
                                        

 COUNTY OF
                                        

 I,
                                        , a
Notary Public for said County and State, do hereby certify that
                                        
personally appeared before me this day and stated that (s)he is
                                     of Eureka Broadband Corporation,
and acknowledged on behalf of Eureka Broadband Corporation the due execution of the foregoing instrument. 
 Witness my hand and
official seal, this      day of             , 2012. 
  

	
	  

	Notary Public
	
	My commission expires:


 [Signature Pages Continue] 

  
 3 









			
	 Agreed and Accepted as of the     day of
            , 2012

	
	 THE CIT GROUP/BUSINESS CREDIT, INC.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 4 








 SCHEDULE A 
 to Trademark Security 
 Agreement 

SCHEDULE A 
 Trademark Registrations/Applications 
 Trademark Registrations

  

							
	 Country
	  	 Trademark
	  	 Reg. No.
	  	 Reg. Date

				
	 US
	  	EUREKA	  	2,986,711	  	08/23/2005

 Pending Trademark Applications 
 None. 







 SCHEDULE B 
 to Trademark Security 
 Agreement 

TRADEMARK LICENSES 
 None. 







 EXECUTION COPY 

PATENT SECURITY AGREEMENT 
 PATENT SECURITY AGREEMENT, dated as of August     , 2012, by between BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession
(“Grantor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, in its capacity as administrative agent for the Secured Parties (in such capacity, “Administrative Agent”). All
capitalized terms used in this Patent Security Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement (defined below), which definitions are incorporated by reference into this Patent
Security Agreement as if fully set forth herein. 
 W I T N E S S E T H: 

WHEREAS, Grantor is a Credit Party pursuant to the terms of that certain $25,000,000 Debtor-in-Possession Amended and Restated Credit
Agreement, dated of even date herewith, by and among the Credit Parties, the Administrative Agent, and the Lenders (the “DIP Credit Agreement”); 
 WHEREAS, as a condition precedent to closing the DIP Credit Agreement and as an acknowledgment of Administrative Agent’s continuing Lien on, and security interest in, the Patents (as defined in the
Collateral Agreement), Grantor is required to execute and deliver to Administrative Agent, for itself and the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), this Patent Security Agreement; 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows: 
 1. Grantor hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), a continuing security interest in, all of such Grantor’s right, title and interest in the following property, now owned or at any
time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, and wherever located or deemed located: 

(i) all Patents, rights and interests in patents, patentable inventions and patent applications anywhere in the world,
including, without limitation, those listed on Schedule A hereto, (b) all reissues, extensions, continuations (in whole or in part) and renewals of any of the foregoing, (c) all income, royalties, damages or payments now or
foregoing, including, without limitation, damages or payments for past, present or future infringements of any of the foregoing, (d) the right to sue for past, present and future infringements of any of the foregoing and (e) all rights
corresponding to any of the foregoing throughout the world. 







 (ii) all agreements now or hereafter in existence, whether written, implied
or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, those listed on Schedule B hereto; 

(iii) all products and proceeds of the foregoing and, to the extent not otherwise included, (A) all payments under
insurance (whether or not the Administrative Agent is the loss payee thereof) and (B) all tort claims, and all collateral security and Supporting Obligations (as now or hereafter defined in the UCC) given by any Person with respect to any of
the foregoing). 
 2. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with
the security interests granted to Administrative Agent, on behalf of itself and the Secured Parties, pursuant to the Collateral Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect
to the security interest granted herein are without prejudice to, and are in addition to those set forth in the Collateral Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this
Patent Security Agreement are deemed to conflict with the Collateral Agreement, the provisions of the Collateral Agreement shall govern. 
 [SIGNATURE PAGES FOLLOW] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have executed this Patent Security Agreement as of the
date set forth above. 
  

			
	BROADVIEW NETWORKS, INC., as Grantor
		
	By:	 	  

	Name:	 	
	Title:	 	


 ACKNOWLEDGMENT 
 STATE OF
                                        

 COUNTY OF
                                        

 I,
                                        , a
Notary Public for said County and State, do hereby certify that
                                        
personally appeared before me this day and stated that (s)he is
                                         of
Broadview Networks, Inc., and acknowledged on behalf of Broadview Networks Holdings, Inc. the due execution of the foregoing instrument. 
 Witness my hand and official seal, this      day of             , 2012. 

 

	
	  

	Notary Public
	
	My commission expires:


 [Signature Pages Continue] 

  
 3 









			
	Agreed and Accepted as of the      day of             , 2012
	
	 THE CIT GROUP/BUSINESS CREDIT, INC.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 4 








 SCHEDULE A 
 to Patent Security 
 Agreement 

SCHEDULE A 
 Issues Patents 
 Issued Patents 

 

									
	 Country
	  	 Patent No.
	  	 Issue Date
	  	 Owner
	  	 Description

					
	US	  	6,097,804	  	08/01/2000	  	Broadview Networks, Inc.	  	Method and system for completing a voice connection between first and second voice terminals in a switched telephone network
	US	  	6,226,289	  	05/01/2001	  	Broadview Networks, Inc.	  	Method and apparatus for dynamically routing calls in an intelligent network
	US	  	6,236,722	  	05/22/2001	  	Broadview Networks, Inc.	  	Method and system for using TCAP signaling for improved call setup from a virtual switching point
	US	  	6,493,444	  	10/10/2002	  	Broadview Networks, Inc.	  	Enhanced application telephone network
	US	  	6,724,876	  	04/20/2004	  	Broadview Networks, Inc.	  	Method and apparatus for effecting telecommunications service features using call control information extracted from a bearer channel in a telecommunications
network
	US	  	6,766,009	  	07/20/2004	  	Broadview Networks, Inc.	  	Method and system for correlating telephone calls with information delivery
	US	  	6,839,422	  	01/04/2005	  	Broadview Networks, Inc.	  	Method and apparatus for providing local call treatment discrimination for selected calls on a switched telephone network
	US	  	7,206,582	  	04/17/2007	  	Broadview Networks, Inc.	  	Method, system, and apparatus for call path reconfiguration









									
	 Country
	  	 Patent No.
	  	 Issue Date
	  	 Owner
	  	 Description

					
	US	  	7,289,805	  	10/30/2007	  	 Broadview
 Networks,

Inc.
	  	Method and system for providing a temporary subscriber identity to a roaming mobile communications device
	US	  	7,636,431	  	12/22/2009	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for subscriber control of an inbound call
	US	  	8,208,412	  	06/26/2012	  	 Broadview
 Networks,

Inc.
	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
	Canada	  	2539527	  	05/17/2011	  	 Broadview
 Networks,

Inc.
	  	System and method for providing a temporary subscriber identity to a roaming mobile communications device
	Canada	  	2515326	  	10/12/2010	  	 Broadview
 Networks,

Inc.
	  	Method, system and apparatus for call path reconfiguration
	Canada	  	2349125	  	06/28/2005	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for effecting telecommunications service features using call control information extracted from a bearer channel in a telecommunications
network
	Canada	  	2300653	  	09/09/2003	  	 Broadview
 Networks,

Inc.
	  	Enhanced application telephone network
	Canada	  	2270601	  	05/28/2002	  	 Broadview
 Networks,

Inc.
	  	Method and system for using TCAP signaling for improved call setup from a virtual switching point
	Canada	  	2225937	  	12/04/2001	  	 Broadview
 Networks,

Inc.
	  	Method and system for completing a voice connection between first and second voice terminals in a switched telephone network
	Canada	  	2216620	  	06/25/2002	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for dynamically routing calls in an intelligent network
	Europe	  	EP1018271	  	01/09/2004	  	 Broadview
 Networks,

Inc.
	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network









									
	 Country
	  	 Patent No.
	  	 Issue Date
	  	 Owner
	  	 Description

					
	Great Britain	  	GB2464247	  	04/14/2010	  	Broadview Networks, Inc.	  	Method and system for dynamic call anchoring
	Mexico	  	MX217558	  		  	Broadview Networks, Inc.	  	Method and System for Improved Call Setup
	Mexico	  	MX218335	  		  	Broadview Networks, Inc.	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network
					
	Mexico	  	MX220616	  		  	Broadview Networks, Inc.	  	Method and System for Completing a Voice Connection Between First and Second Voice Terminals in a Switched Telephone Network
	International	  	 WO/1999/

016256
	  	04/01/1999	  	Broadview Networks, Inc.	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network

 Patent Applications 

 

									
	 Country
	  	 Application No.
	  	 Filing Date
	  	 Owner
	  	 Description

					
	US	  	11/461,649	  	08/01/2006	  	Broadview Networks, Inc.	  	Method and system for directed call establishment to facilitate the provision of enhanced communications services
					
	US	  	11/424,930	  	06/19/2006	  	Broadview Networks, Inc.	  	 METHOD AND SYSTEM FOR A

COMMUNICATIONS SESSION JOIN FUNCTION TO FACILITATE THE PROVISION OF ENHANCED COMMUNICATIONS SERVICES

					
	US	  	11/833,332	  	08/03/2007	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR DYNAMIC CALL ANCHORING









									
	 Country
	  	 Application No.
	  	 Filing Date
	  	 Owner
	  	 Description

					
	US	  	12/305,763	  	01/08/2008	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR MEDIATED CODEC NEGOTIATION
					
	Canada	  	2674098	  	12/28/2007	  	Broadview Networks, Inc.	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	Canada	  	2594944	  	07/25/2007	  	Broadview Networks, Inc.	  	Method and system for directed call establishment to facilitate the provision of enhanced communications services
					
	Canada	  	2561013	  	03/23/2005	  	Broadview Networks, Inc.	  	Method and apparatus for subscriber control of an inbound call
					
	Europe	  	EP2116007	  	12/28/2007	  	Broadview Networks, Inc.	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	Europe	  	EP2052567	  	07/25/2007	  	Broadview Networks, Inc.	  	Method and System for Directed Call Establishment to Facilitate the Provision of Enhanced Communications Services
					
	Europe	  	EP1730941	  	03/23/2005	  	Broadview Networks, Inc.	  	Method and System for Subscriber Control of an Inbound Call
					
	Europe	  	EP1703760	  	03/14/2006	  	Broadview Networks, Inc.	  	Method and System for Providing a Temporary Subscriber Identity to a Roaming Mobile Communications Device
					
	Great Britain	  	1018271 UK	  		  	Broadview Networks, Inc.	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network








 SCHEDULE B 
 to Patent Security 
 Agreement 

PATENT LICENSES 
 None. 







 COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT SECURITY AGREEMENT, dated as of August     , 2012, by between ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA,
LLC, a Delaware limited liability company, as debtor and debtor in possession (“Grantor”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, in its capacity as administrative agent for the Secured
Parties (in such capacity, “Administrative Agent”). All capitalized terms used in this Copyright Security Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement
(defined below), which definitions are incorporated by reference into this Copyright Security Agreement as if fully set forth herein. 
 W I T N E S S E T H: 
 WHEREAS, Grantor is a Credit Party pursuant to the
terms of that certain $25,000,000 Debtor-in-Possession Amended and Restated Credit Agreement, dated of even date herewith, by and among the Credit Parties, the Administrative Agent, and the Lenders (the “DIP Credit
Agreement”); 
 WHEREAS, as a condition precedent to closing the DIP Credit Agreement and as an acknowledgment of
Administrative Agent’s continuing Lien on, and security interest in, the Copyrights (as defined in the Collateral Agreement), Grantor is required to execute and deliver to Administrative Agent, for itself and the ratable benefit of the Secured
Parties (as defined in the Collateral Agreement), this Copyright Security Agreement; 
 NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows: 

1. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Grantor hereby grants to Administrative Agent, on behalf of itself and the Secured
Parties, a continuing first priority security interest in all of Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Copyright
Collateral”): 
 (a) all right, title, and interest in and to all Copyrights and all applications for registration,
registrations and recordings relating to any of the foregoing as may be filed in the United States Copyright Office, any State thereof, any political subdivision thereof or in any similar office or agency in any other country or jurisdiction,
including, but not limited to, the United States copyright registrations and applications referred to on Schedule I hereto (as such schedule may be amended or supplemented from time to time); 

(b) all rights of Grantor in all present and future agreements containing a license of copyrights to Grantor (subject to the rights of
the licensors therein) pertaining to the foregoing; 







 (c) all income, fees, royalties and other payments at any time due or payable with respect
to the foregoing, including, without limitation, payments under all licenses at any time entered into in connection therewith; 

(d) the right to sue for past, present and future infringements of any of the foregoing; 

(e) all rights corresponding thereto throughout the world with respect to the foregoing; and 

(f) all Proceeds of any of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and
proceeds of suit. 
 2. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright Security Agreement are
granted in conjunction with the security interests granted to Administrative Agent, on behalf of itself and Secured Parties, pursuant to the Collateral Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Administrative
Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the DIP Credit Agreement, the provisions of the DIP Credit Agreement shall control. 

3. GOVERNING LAW. The validity, interpretation and enforcement of this Copyright Security Agreement and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of New York. 
 4. COUNTERPARTS. This Copyright
Security Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Copyright Security
Agreement by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart of this
Copyright Security Agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Copyright
Security Agreement. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above. 
  

			
	ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 ACCEPTED AND ACKNOWLEDGED BY: 
  

			
	 THE CIT GROUP/BUSINESS CREDIT, INC.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  


 ACKNOWLEDGMENT OF GRANTOR 

 

					
	STATE OF NEW YORK	  	)	 	
		  	)	 	ss.
	COUNTY OF NEW YORK	  	)	 	

 On this      day of
            , 20    , before me personally appeared
                                        , proved
to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC, who being by me duly sworn did depose and say that he is an authorized officer of said
company, that the said instrument was signed on behalf of said company as authorized by its Managing Member and that he acknowledged said instrument to be the free act and deed of said company. 

 

	
	  

	Notary Public









 SCHEDULE I 
 to 
 COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT REGISTRATIONS 

COPYRIGHTS (with Application/Registration numbers, as applicable) 
  

							
	 Copyright
	  	 Country
	  	 Reg. No.
	  	 Reg. Date

	 ATX Telecommunications Services 3/1993 general marketing brochure
	  	USA	  	TX3509284	  	03/12/1993

 COPYRIGHT APPLICATIONS 
 None. 
 COPYRIGHT LICENSES 
 None. 







 Schedule 3.6 
 Legal Name; Jurisdiction of Organization; Taxpayer ID; Mailing Address; 

Chief Executive Office and Other Locations 
  

					
	 Name of Obligor/Chief Executive Office and Principal Place of
Business
	  	 Jurisdiction
of Organization
	  	 Tax ID Number

	 Broadview Networks Holdings, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3310798
			
	 Broadview Networks, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	16-1401082
			
	 BV-BC Acquisition Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-5377846
			
	 Broadview NP Acquisition Corp.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	51-0402734
			
	 OPEN SUPPORT SYSTEMS LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Connecticut	  	11-3409972
			
	 ATX Communications, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4078506
			
	 Eureka Broadband Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	06-1506004
			
	 Broadview Networks of Virginia, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	06-1596404
			
	 Broadview Networks of Massachusetts, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3448054
			
	 BridgeCom Holdings, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4162965
			
	 CoreComm Communications, LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4072077
			
	 Eureka Holdings, LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-4453279
			
	 BridgeCom International, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4123985
			
	 BridgeCom Solutions Group, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4123989
			
	 TruCom Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	13-3940714









					
	 Name of Obligor/Chief Executive Office and Principal Place of
Business
	  	 Jurisdiction
of Organization
	  	 Tax ID Number

	 Digicom, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Ohio	  	34-1460777
			
	 CoreComm-ATX, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Delaware	  	23-3060529
			
	 Eureka Telecom, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	New York	  	13-3793720
			
	 Eureka Telecom of VA, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Virginia	  	52-2325508
			
	 ATX Licensing, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Delaware	  	23-3039838
			
	 Eureka Networks, LLC

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Delaware	  	20-3341244
			
	 InfoHighway Communications Corporation

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Delaware	  	76-0530551
			
	 ATX Telecommunication Services of Virginia, LLC

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Delaware	  	31-1773888
			
	 InfoHighway of Virginia, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Virginia	  	26-0291600
			
	 A.R.C. Networks, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	New York	  	11-3240814
			
	 nex-i.com inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New Jersey	  	22-3697035
			
	 Info-Highway International, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Texas	  	76-0438543
			
	 ARC Networks, Inc.

 
 800 Westchester Ave., Rye Brook, NY
10573
	  	Delaware	  	11-3464934


  
 - 2 -









 Schedule 3.9 

Commercial Tort Claims 
 None. 

  
 - 3 -









 Schedule 3.10 

Deposit Accounts 
  

					
	 Bank
	  	 Entity
	  	 Account Number

	Citibank, N.A.	  	Broadview Networks, Inc.	  	38674481
	1022 Broadway	  	Broadview Networks, Inc.	  	09963276
	Thornwood, NY 10594	  	Broadview Networks, Inc.	  	09963268
		  	Broadview Networks, Inc.	  	39922352
		  	Broadview Networks, Inc.	  	49571189
		  	Broadview Networks, Inc.	  	49571226
		  	Broadview Networks, Inc.	  	9937549378
		  	Broadview Networks, Inc.	  	9937552139
		  	Broadview Networks, Inc.	  	9937555321
		  	Broadview Networks, Inc.	  	9946878237
		  	Bridgecom International, Inc.	  	38674502
		  	Bridgecom International, Inc.	  	68015479
		  	Bridgecom International, Inc.	  	49571170
		  	Bridgecom Solutions Group, Inc.	  	68015540
		  	Bridgecom Solutions Group, Inc.	  	38674529
		  	Broadview Networks Holdings, Inc.	  	39920672
		  	CoreComm-ATX, Inc.	  	9973402496
		  	CoreComm-ATX, Inc	  	38675986
		  	Eureka Networks, LLC	  	9975348489
		  	Eureka Networks, LLC	  	38675978
		  	ARC Networks, Inc.	  	9977624678
	 UBS Financial Services Inc.
 709 Westchester Avenue
 4th Floor
 White Plains, NY 10604
	  	Broadview Networks, Inc.	  	WP31503


  
 - 4 -









 SCHEDULE 3.11 
 Intellectual Property 
 1. The listing of Trademarks (as defined in the Collateral
Agreement) should include: (a) the Trademark; (b) Registration Number or Serial Number; (c) the Owner; (d) the Filing Date or the Registration Date (and country in the case of non-US registered Trademarks). 

US Registered Trademarks 
  

							
	 Trademark
	  	 Reg. No.
	  	 Reg. Date
	  	 Owner

				
	 Broadview Networks Holdings, Inc.
	  	2,494,916	  	10/02/2001	  	Broadview Networks
				
	 Eye Design (logo)
	  	2,559,668	  	04/09/2002	  	Broadview Networks, Inc.
				
	 Broadspeed
	  	2,486,260	  	09/04/2001	  	Broadview Networks, Inc.
				
	 Broadviewnet.com Holdings, Inc.
	  	2,828,186	  	03/30/2004	  	Broadview Networks
				
	 Eureka Corporation
	  	2,986,711	  	08/23/2005	  	Eureka Broadband
				
	 NATURAL CONVERGENCE
	  	3,199,996	  	01/23/2007	  	Broadview Networks, Inc.
				
	 SILHOUETTE
	  	2,957,599	  	05/31/2005	  	Broadview Networks, Inc.
				
	 OFFICESUITE PLUS
	  	4,144,049	  	08/30/2011	  	Broadview Networks, Inc.
				
	 OFFICESUITE PLUS INDIVIDUAL
	  	4,144,055	  	05/15/2012	  	Broadview Networks, Inc.
				
	 OFFICESUITE PLUS EXECUTIVE
	  	4,144,057	  	05/15/2012	  	Broadview Networks, Inc.
				
	 OFFICESUITE
	  	4,043,306	  	10/18/2011	  	Broadview Networks, Inc.
				
	 BROADVIEW OFFICESUITE
	  	4,176,438	  	07/17/2012	  	Broadview Networks, Inc.
				
	 SILHOUETTE Design & word mark (logo)
	  	4,078,255	  	12/27/2011	  	Broadview Networks, Inc.
				
	 Design (logo)
	  	4,078,256	  	12/27/2011	  	Broadview Networks, Inc.
				
	 BROADVIEW NETWORKS
	  	4,138,173	  	05/08/2012	  	Broadview Networks, Inc.


  
 - 5 -









 Non-US Registered Trademarks 

 

									
	 Country
	  	 Trademark
	  	 Reg. No.
	  	 Reg. Date
	  	 Owner

	UK, Inc. Benelux	  	SILHOUETTE	  	1080715	  	05/25/2011	  	Broadview Networks,
					
	Canada Inc.	  	NATURAL	  	TMA642000	  	06/15/2005	  	Broadview Networks,
					
		  	CONVERGENCE	  		  		  	
					
	Canada Inc.	  	SILHOUETTE	  	TMA657192	  	01/24/2006	  	Broadview Networks,
					
	UK, Inc. Benelux	  	Design & word mark (logo)	  	1087491	  	07/21/2011	  	Broadview Networks,
					
	UK, Inc. Benelux	  	Design (logo)	  	1089699	  	07/25/2011	  	Broadview Networks,

 2. The listing of Trademark Licenses (as defined in the Collateral Agreement) should include:
(a) Name and Address of Licensee/Licensor; (b) Date; (c) List of each Trademark Licensed/Assigned; and (d) Description of product to which license/assignment applies. 

None 
 3. The
listing of Patents (as defined in the Collateral Agreement) should include: (a) Country; (b) Patent Number; (c) Issue Date; (d) Owner; and (e) Description 

 

									
	 Country
	  	 Patent No.
	  	 Issue Date
	  	 Owner
	  	 Description

					
	US	  	6,661,888 B2	  	12/9/03	  	Open Source Systems LLC	  	Method for moving telecommunications onto network
					
	US	  	6,097,804	  	08/01/2000	  	 Broadview
 Networks,

Inc.
	  	Method and system for completing a voice connection between first and second voice terminals in a switched telephone
network


  
 - 6 -










									
	US	  	6,226,289	  	05/01/2001	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for dynamically routing calls in an intelligent network
					
	US	  	6,236,722	  	05/22/2001	  	 Broadview
 Networks,

Inc.
	  	Method and system for using TCAP signaling for improved call setup from a virtual switching point
					
	US	  	6,493,444	  	10/10/2002	  	 Broadview
 Networks,

Inc.
	  	Enhanced application telephone network
					
	US	  	6,724,876	  	04/20/2004	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for effecting telecommunications service features using call control information extracted from a bearer channel in a telecommunications
network
					
	US	  	6,766,009	  	07/20/2004	  	 Broadview
 Networks,

Inc.
	  	Method and system for correlating telephone calls with information delivery
					
	US	  	6,839,422	  	01/04/2005	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for providing local call treatment discrimination for selected calls on a switched telephone network
					
	US	  	7,206,582	  	04/17/2007	  	 Broadview
 Networks,

Inc.
	  	Method, system, and apparatus for call path reconfiguration
					
	US	  	7,289,805	  	10/30/2007	  	 Broadview
 Networks,

Inc.
	  	Method and system for providing a temporary subscriber identity to a roaming mobile communications device
					
	US	  	7,636,431	  	12/22/2009	  	 Broadview
 Networks,

Inc.
	  	Method and apparatus for subscriber control of an inbound call
					
	US	  	8,208,412	  	06/26/2012	  	 Broadview
 Networks,

Inc.
	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	Canada	  	2539527	  	05/17/2011	  	 Broadview
 Networks,

Inc.
	  	System and method for providing a temporary subscriber identity to a roaming mobile communications device


  
 - 7 -










									
	Canada	  	2515326	  	10/12/2010	  	 Broadview
 Networks,
Inc.
	  	Method, system and apparatus for call path reconfiguration
					
	Canada	  	2349125	  	06/28/2005	  	 Broadview
 Networks,
Inc.
	  	Method and apparatus for effecting telecommunications service features using call control information extracted from a bearer channel in a telecommunications
network
					
	Canada	  	2300653	  	09/09/2003	  	 Broadview
 Networks,
Inc.
	  	Enhanced application telephone network
					
	Canada	  	2270601	  	05/28/2002	  	 Broadview
 Networks,
Inc.
	  	Method and system for using TCAP signaling for improved call setup from a virtual switching point
					
	Canada	  	2225937	  	12/04/2001	  	 Broadview
 Networks,
Inc.
	  	Method and system for completing a voice connection between first and second voice terminals in a switched telephone network
					
	Canada	  	2216620	  	06/25/2002	  	 Broadview
 Networks,
Inc.
	  	Method and apparatus for dynamically routing calls in an intelligent network
					
	Europe	  	EP1018271	  	01/09/2004	  	 Broadview
 Networks,
Inc.
	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network
					
	Great Britain	  	GB2464247	  	04/14/2010	  	 Broadview

Networks, Inc.
	  	Method and system for dynamic call anchoring
					
	Mexico	  	MX217558	  		  	 Broadview
 Networks,
Inc.
	  	Method and System for Improved Call Setup
					
	Mexico	  	MX218335	  		  	 Broadview
 Networks,
Inc.
	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network


  
 - 8 -










									
	Mexico	  	MX220616	  		  	 Broadview
 Networks,
Inc.
	  	Method and System for Completing a Voice Connection Between First and Second Voice Terminals in a Switched Telephone Network
	International	  	 WO/1999/

016256
	  	04/01/1999	  	 Broadview
 Networks,
Inc.
	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network

 4. The listing of Patent (as defined in the Collateral Agreement) applications should include:
(a) Country; (b) Application Number (c) Filing Date; (d) Owner; and (e) Description 
  

									
	 Country
	  	 App No.
	  	 Filing Date
	  	 Owner
	  	 Description

					
	US	  	11/461,649	  	08/01/2006	  	Broadview Networks, Inc.	  	Method and system for directed call establishment to facilitate the provision of enhanced communications services
					
	US	  	11/424,930	  	06/19/2006	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR A COMMUNICATIONS SESSION JOIN FUNCTION TO FACILITATE THE PROVISION OF ENHANCED COMMUNICATIONS SERVICES
					
	US	  	11/833,332	  	08/03/2007	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR DYNAMIC CALL ANCHORING
					
	US	  	12/305,763	  	01/08/2008	  	Broadview Networks, Inc.	  	METHOD AND SYSTEM FOR MEDIATED CODEC NEGOTIATION
					
	Canada	  	2674098	  	12/28/2007	  	Broadview Networks, Inc.	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	Canada	  	2594944	  	07/25/2007	  	Broadview Networks, Inc.	  	Method and system for directed call establishment to facilitate the provision of enhanced communications services
					
	Canada	  	2561013	  	03/23/2005	  	Broadview Networks, Inc.	  	Method and apparatus for subscriber control of an inbound call


  
 - 9 -










									
	Europe	  	EP2116007	  	12/28/2007	  	Broadview Networks, Inc.	  	Method and system for network address translation (NAT) traversal of real time protocol (RTP) media
					
	Europe	  	EP2052567	  	07/25/2007	  	Broadview Networks, Inc.	  	Method and System for Directed Call Establishment to Facilitate the Provision of Enhanced Communications Services
					
	Europe	  	EP1730941	  	03/23/2005	  	Broadview Networks, Inc.	  	Method and System for Subscriber Control of an Inbound Call
					
	Europe	  	EP1703760	  	03/14/2006	  	Broadview Networks, Inc.	  	Method and System for Providing a Temporary Subscriber Identity to a Roaming Mobile Communications Device
					
	Great Britain	  	1018271 UK	  		  	Broadview Networks, Inc.	  	Method and Apparatus for Dynamically Routing Calls in an Intelligent Network

 5. The listing of Patent Licenses (as defined in the Collateral Agreement) should include: (a) Name
and Address of Licensee/Licensor; (b) Date; (c) List of each Patent Licensed/Assigned; and (d) Description of product to which license/assignment applies 
 None 
 6. The listing of Copyrights (as defined in the Collateral Agreement)
should include: (a) Registration Number; (b) Registration Date; (c) Title as listed in Registration; and d) Copyright Registrant. 
 a) TX7551257 b) 06/13/2012 c) OfficeSuite Quick Reference Guide 24 Key IP Phone d) Broadview Networks, Inc 
 a) TX7551238 b) 06/13/2012 c) OfficeSuite Quick Reference Guide 5220 IP Phone d) Broadview Networks, Inc 
 a) TX7551164 b) 06/12/2012 c) OfficeSuite Installation Guide d) Broadview Networks, Inc 
 a) TX7550213 b) 06/11/2012 c) How Employees and Support Staff Can Quickly and Easily Manage Their Cloud-Based Phone Solution d) Broadview Networks, Inc 

a) TX7549496 b) 06/09/2012 c) OfficeSuite Best Practices Guide d) Broadview Networks, Inc 

  
 - 10 -









 a) TX7545401 b) 05/15/2012 c) OfficeSuite USB Phone Quick Start Guide d) Broadview Networks,
Inc 
 a) TX7542693 b) 05/18/2012 c) OfficeSuite ACD Tenant Administrator Reference Guide d) Broadview Networks, Inc 

a) TX7542628 b) 05/18/2012 c) 5 Considerations When Picking a Cloud-Based Phone Provider d) Broadview Networks, Inc 

a) TX7540885 b) 05/14/2012 c) OfficeSuite Softphone Quick Start Guide d) Broadview Networks, Inc 

a) TX7538746 b) 05/04/2012 c) OfficeSuite Quick Reference Guide 5304 IP Phone d) Broadview Networks, Inc 

a) TX7538551 b) 05/04/2012 c) OfficeSuite Quick Reference Guide 5340 IP Phone d) Broadview Networks, Inc 

a) TX7533561 b) 04/19/2012 c) Broadview FrontLine E-mail Security d) Broadview Networks, Inc 

a) TX7533133 b) 04/19/2012 c) OfficeSuite Quick Start Guide for Users d) Broadview Networks, Inc 

a) TX7532906 b) 04/18/2012 c) OfficeSuite Administrator Quick Reference Guide d) Broadview Networks, Inc 

a) TX7532616 b) 04/17/2012 c) OfficeSuite Quick Reference Guide d) Broadview Networks, Inc 

a) TX7532532 b) 04/17/2012 c) OfficeSuite Administrator Reference Guide d) Broadview Networks, Inc 

a) TX7532174 b) 04/16/2012 c) 6 Ways to Immediately Improve Your Customer Experience d) Broadview Networks, Inc 

a) TX7503485 b) 02/08/2012 c) OFFICESUITE Website d) Broadview Networks, Inc 

a) TX7502047 b) 02/08/2012 c) Master Website d) Broadview Networks, Inc 

a) TX7558409 b) 05/19/2012 c) Improving Your Business Operations with a Cloud-Based Hosted Phone System d) Broadview Networks, Inc.

 a) TX7559006 b) 07/02/2012 c) Broadview FrontLine Managed Firewall d) Broadview Networks, Inc. 

a) TX7559026 b) 07/02/20112 c) Broadview Frontline d) Broadview Networks, Inc. 

  
 - 11 -









 a) TX3509284 b) 03/12/1993 c) ATX Telecommunications Services 3/1993 general marketing
brochure d) ATX Telecommunications Services 
 7. The listing of Copyright Licenses (as defined in the Collateral Agreement)
should include: (a) Name and Address of Licensee/Licensor; (b) Date; (c) Work Licensed or Assigned. 
 None


  
 - 12 -









 Schedule 3.13 

Investment Property and Partnership/LLC Interests 
 Securities Accounts (including cash management accounts that are Investment Property) and Uncertificated Securities: 

 

											
	 Entity / Grantor
	  	 Type of
Account
	  	 Name
	  	 Address
	  	 Account
 Number
	  	 Account Name

						
	Broadview Networks, Inc.	  	 Securities

account
	  	UBS Financial
Services Inc.	  	709 Westchester Avenue, 4th floor White Plains, NY 10604	  	WP 31503 24	  	Pledged Account

 Certificated Securities: 
  

					
	 Name
	  	 Shares Issued
	  	 Owner

			
	BV-BC Acquisition Corporation	  	100 shares	  	Broadview Networks Holdings, Inc.
			
	Broadview NP Acquisition Corp.	  	1,000 shares	  	Broadview Networks Holdings, Inc.
			
	Broadview Networks, Inc.	  	1,000 shares	  	Broadview Networks Holdings, Inc.
			
	BridgeCom Holdings, Inc.	  	1,190,000 shares	  	BV-BC Acquisition Corporation
			
	BridgeCom International, Inc.	  	1,000 shares	  	BridgeCom Holdings, Inc.
			
	TruCom Corporation	  	8,000,000 shares	  	BridgeCom Holdings, Inc.
			
	BridgeCom Solutions Group, Inc.	  	1,000 shares	  	BridgeCom International, Inc.
			
	Broadview Networks of Massachusetts, Inc.	  	100 shares	  	Broadview Networks, Inc.
			
	Broadview Networks of Virginia, Inc.	  	5,000 shares	  	Broadview Networks, Inc.
			
	Digicom, Inc.	  	750 shares	  	CoreComm Communications, LLC
			
	CoreComm-ATX, Inc.	  	1,500 shares	  	CoreComm Communications, LLC


  
 - 13 -










					
	 Name
	  	 Shares Issued
	  	 Owner

			
	ATX Licensing, Inc.	  	1,000 shares	  	CoreComm-ATX, Inc.
			
	A.R.C. Networks, Inc.	  	200 shares	  	InfoHighway Communications Corporation
			
	Eureka Broadband Corporation	  	1,000 shares	  	Broadview Networks Holdings, Inc.
			
	Eureka Telecom, Inc.	  	1,000 shares	  	Eureka Holdings, LLC
			
	Eureka Telecom of VA, Inc.	  	100 shares	  	Eureka Holdings, LLC
			
	InfoHighway Communications Corporation	  	1,000 shares	  	ARC Networks, Inc.
			
	InfoHighway of Virginia, Inc.	  	5,000 shares	  	InfoHighway Communications Corporation


  
 - 14 -









 Schedule 3.14 

Instruments 
 Promissory
Note dated December 1, 1999 by George F. Holland payable to the order of Broadview Networks Holdings, Inc. in the original principal sum of $960,000.00 
 Settlement of Bankruptcy Claim with Vaspian, LLC for the principal amount of $730,686.00, of which $182,671.50 has been paid and the final installment payment will be made on August 31, 2016.


  
 - 15 -









 Schedule 3.16 

Government Contracts 
  

									
	 Company
	 	 AGENCY
	 	 Contract Name
	 	 Contract #
	 	 Term

					
	Infohighway / Broadview	 	 New York Office of General

Services
 (OGS)
	 	 Comprehensive

Telecommunications
 Services
	 	PS63100 Group 77017 Award 20268	 	Sept. 2017
					
	SUNY Downstate Medical	 		 		 		 	
	Lower Eastside Service	 		 		 		 	
	Eastport S Manor Central Jr Srs	 		 		 		 	
	Queens College	 		 		 		 	
	College Of New Rochelle	 		 		 		 	
	Brookhaven Memorial Hospital	 		 		 		 	
	City Of Long Beach	 		 		 		 	
	Huntington UFSD	 		 		 		 	
	The Center for Family Support	 		 		 		 	
	NYSED/VESID	 		 		 		 	
	Town of Greenburgh	 		 		 		 	
	Corp. for Supportive Housing	 		 		 		 	
	NYC Transit	 		 		 		 	
	Patchogue Medford Library	 		 		 		 	
	United Cerebral Palsy	 		 		 		 	
	Queens Health Network - Elmhurst Hospital Ctr	 		 		 		 	
	Queens Health Network - Queens Hospital Center	 		 		 		 	
	North Patchogue Fire Dept	 		 		 		 	
	Jewish Institute of Queens	 		 		 		 	
	The General Theological Seminary Services for the Underserved	 		 		 		 	


  
 - 16 -










									
	Morningside Retirement & Health Services	 		 		 		 	
	NY Foundling Hosp	 		 		 		 	
	WNET.Org	 		 		 		 	
	Connetquot School District	 		 		 		 	
	NYC Montessori Charter	 		 		 		 	
	Dr Richard Izquierdo Charter School	 		 		 		 	
	Fort Greene Council	 		 		 		 	
					
	Broadview Networks	 	General Services Administration	 	GSA	 	GS 35F0348x	 	Nov. 2016
	Customers:	 	(GSA) Federal / State / Local Gov.	 		 		 	
	City of Camden Housing Authority	 		 		 	
					
	 Broadview Networks
	 	 NJEDge / NJIT
	 	 Voice TDM services
	 	 RFP-12-71
	 	 Oct. 2015

	  	 	  	 	  	 	  	 	 renewal

2017

	 Customer Name
	 	 Billing Address
	 	 Customer ID
	 	  	 	  
					
	Atlantic County Community College	 	5100 Black Horse Pke, Mays Landing NJ 08330	 	100220972	 		 	
					
	Bergen Community College	 	400 Paramus Rd, Room B110 Room B110, Paramus NJ 07652	 	100226091	 		 	
					
	Bergen Community College-L	 	400 Paramus Rd, Room A222 Room A222, Paramus NJ 07652	 	1083944504	 		 	
					
	Burlington County College	 	1 High St, Mount Holly NJ 08060	 	1244789135	 		 	
					
	Burlington County College	 	601 Pemberton Browns Mills Rd, PEMBERTON NJ 08068	 	100220877	 		 	
					
	County College of Morris	 	214 Center Grove Rd, randolph NJ 07869	 	100221168	 		 	
					
	Cumberland County College	 	3322 College Dr, Vineland NJ 08362	 	721897859	 		 	
					
	Essex County College	 	303 University Av Info. Tech, Newark NJ 07102	 	100222274	 		 	
					
	Georgian Court University	 	900 Lakewood Av, Lakewood NJ 08701	 	100220981	 		 	


  
 - 17 -










									
	Mercer County Comm College	 	PO Box B, Trenton NJ 08690	 	352202394	 		 	
					
	Middlesex County College	 	2600 Woodbridge Av, JLC 209 JLC 209, Edison NJ 08818	 	100222709	 		 	
					
	New Jersey Institute of Technology	 	322 Martin Luther King Jr Blvd Telecom - 105 Cullimore Hall, Newark NJ 07102	 	100226689	 		 	
					
	Ocean County College	 	PO BOX 2001 College Dr, Toms River NJ 08754	 	100217659	 		 	
					
	Passaic County Community College	 	1 College Blvd, FL 4 FL 4, Paterson NJ 07505	 	100222214	 		 	
					
	Passaic Valley Regional High School #1	 	100 E Main St, Little Falls NJ 07424	 	100219982	 		 	
					
	Rutgers State University of New Jersey	 	409 North 4th Street, Camden NJ 08102	 	1244783978	 		 	
					
	Warren County Community College	 	475 Route 57 W, Washington NJ 07882	 	1244791751	 		 	
					
	Montclair University	 	1 Normal Ave Montclair, NJ 07043	 	1244798122	 		 	
					
	ARC Networks	 	 New York Office of General Services
 (OGS)
	 	 Comprehensive Telecommunications Services Equipment
 and Solutions
	 	 PT64466
 Group 77018

Award 21350
	 	May-20
					
	ARC Networks	 	General Services Administration	 	GSA	 	# GS-35F-005X	 	Dec. 2015
					
		 	(GSA) Federal / State / Local Gov.	 		 		 	
					
	ARC Networks	 	Roosevelt Schools	 	Roosevelt S.D. -	 	Contract # 2207.50	 	pending
				
		 		 		 	completion


  
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	 Broadview Networks (RFP team)
	  	 RFP/Bid#
	 	 Term

			
	The Columbia Association	  	12-77	 	Jun-15
			
	City of Allentown	  	2010-60	 	Jul-13
			
	Harford Community College	  	11P-005	 	Jul-14
			
	Mercer County Technical Schools	  	1011-02	 	Nov-13
			
	City of Reading, PA	  	3002-11	 	Oct-14
			
	First National Bank of Ipswitch	  	3/8/10	 	Jan-14
			
	Hoboken Housing Authority	  	2/11/10	 	Aug-14
			
	Survey Technology and Research	  	1/26/10	 	Aug-13
			
	Town of Greenwich	  	6690	 	Jun-13
			
	Franklin Township (NJ)	  	B10-27GS	 	Aug-14
			
	St. Joseph’s University	  	12/1/09	 	Jun-13
			
	Franklin Mint, The	  	11/9/09	 	Nov-13
			
	City of Philadelphia	  	S0Z55950	 	Sep-12
			
	Genesis Healthcare	  	MPLS, Internet	 	Aug-15
			
	Council Rock School District	  	Basic and Advanced Telecommunications Services	 	Mar-13
			
	Jersey City Housing Authority	  	PRIs,MPLS,DIA, POTs	 	Aug-14
			
	Lafayette College	  	PRIs,LD,POTs	 	Mar-13
			
	Montgomery County Community College	  	PRIs, POTs	 	Nov-12
			
	The PA School for the Deaf	  	PRIs,DIA,POTs	 	Jan-13


  
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 Schedule 3.17 

Letter of Credit Rights 

None. 

  
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