Implementation and Management Warranty Deed, dated September 20, 2018, among each Warrantor provided therein, NewVoiceMedia Limited and Vonage Holdings Corp

THIS IMPLEMENTATION AND MANAGEMENT WARRANTY DEED (this “Deed”) is made as of September 20, 2018

For purposes of this Deed, capitalized terms not otherwise defined herein shall have the meanings specified in Clause 1.3.

“Accounts” means the audited consolidated accounts of the Company and the accounts of the Company Subsidiaries (prepared under section 398 or 399 of the Companies Act 2006) for the accounting period ended on the Accounts Date, including the statement of financial position as at the Accounts Date and the statement of comprehensive income, statement of cash flows and statement of changes in equity for the accounting period ended on the Accounts Date, and the related notes to such accounts as required by law and applicable accounting standards.

“Accounts Date” means 31 January 2018.

“Acquired Companies” means, collectively, the Company and the Company Subsidiaries.

“Acquisition Facility” has the meaning set forth in Clause 11.2.2.

“Act” has the meaning set forth in Clause 9.6.

“Action” means any claim, action, hearing, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, whether civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person.

“Aggregate Cap” means, in respect of each Warrantor, the amount set out against such Warrantor’s name in column (4) of the table in Schedule 4.

“Allocable Share” means, with respect to each Warrantor, the percentage set forth opposite such Warrantor’s name in Schedule 4.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, UK Bribery Act 2010, and all other applicable anti-corruption Laws.

“Anti-Money Laundering Laws” means laws and regulations related to terrorism financing or money laundering, including the Uniting and Strengthening America by Providing Appropriate

Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the “PATRIOT Act”) (Title III of Pub. L. 107-56), and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”) (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, as amended, or any non-U.S. Laws related to terrorism financing or money laundering as applicable to any of the Acquired Companies.

“Benefit Plans” means, collectively, a plan, program, policy, practice, contract or other arrangement providing for compensation, severance, vesting acceleration, change in control pay, termination pay, deferred compensation, profit-sharing, bonuses, commission or other incentives, performance awards, stock or stock-related awards, insurance coverage, vacation or other paid-time off benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, postretirement or retiree welfare benefits, fringe benefits or other employee benefits or remuneration of any kind, whether or not subject to ERISA, whether written or unwritten, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is sponsored by, or has been maintained, contributed to, or required to be sponsored, maintained or contributed to, by any of the Acquired Companies or any ERISA Affiliate for the benefit of any current or former employee, worker, independent contractor or director of any of the Acquired Companies or any of their Affiliates, or with respect to which any of the Acquired Companies or any ERISA Affiliate has or may have any liability or obligation.

“Business” means collectively the business of the Acquired Companies at the Completion Date.

“Business Day” means a day of the week other than a Saturday, Sunday or a day upon which banks are generally closed for business in London, United Kingdom or New York, New York, United States.

“Business Plan” means the NVM 3-Year Model dated 13 June 2018 and the Nimbus Operating Model in the agreed form.

“Buyer” has the meaning set forth in the Preamble.

“Cap” means $1.00.

“Claim” means a claim by the Buyer involving or relating to a breach of any Management Warranty or any other provision of this Deed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means, with respect to a Person, (i) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other agreements that could require such Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; and (ii) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of such Person.

“Company” has the meaning set forth in the Introduction.

“Company Business” means the business of the Acquired Companies as presently conducted as of the date hereof, including the design, development, manufacturing, distribution, sale, marketing, licensing, supply, and provision of the Company Offerings.

“Company Intellectual Property Rights” means any and all Intellectual Property Rights that are owned, used, held for use or practiced by any of the Acquired Companies, including any Intellectual Property Rights incorporated into or otherwise used, held for use or practiced in connection with any Company Offering.

“Company Offerings” means any and all products or services offered, licensed, provided, sold, distributed, made available or otherwise exploited by or for any of the Acquired Companies, and any and all products or services under design or development (or already designed or developed) by or for any of the Acquired Companies, including all versions and releases of the foregoing, together with any related documentation, materials, or information.

“Company Software” means all Software owned by or developed by or on behalf of any of the Acquired Companies.

“Company Stock Option Plans” means the Company’s EMI General Share Option Plan and the Company’s Unapproved Share Option Plan and any other standalone share option agreements.

“Company Stock Options” means any options to purchase Shares.

“Company Subsidiaries” means, collectively, NewVoiceMedia US Inc., NewVoiceMedia Pty Ltd, NewVoiceMedia Spółka z ograniczoną odpowiedzialnością, NewVoiceMedia Germany GmbH, NewVoiceMedia Euro Holdings S.à r.l., NVM Technology (Beijing) Limited Company, NewVoiceMedia UK Limited, NewVoiceMedia Asia Pacific Limited.

“Company Technology” means any and all Technology owned, used, held for use or practiced by any of the Acquired Companies, including any Technology incorporated into or otherwise used, held for use or practiced in connection with (or planned by any of the Acquired Companies to be incorporated into or otherwise used, held for use or practiced in connection with) any Company Offering.

“Completion” means the consummation of the transactions contemplated by the Offer on the First Closing Date.

“Completion Date” means the date on which Completion occurs.

“Confidential Information” has the meaning set forth in Clause 8.1.1.

“Contaminant” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “corruptant,” “worm,” “malware,” “spyware,” or “trackware” (as such terms are commonly understood in the Software industry) or any other code designed, intended to, or that does have any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, any computer, tablet computer, handheld device or other device, or (ii) damaging or destroying any data or file without a user’s consent.

“Contracts” means all contracts, leases, subleases, deeds, mortgages, licenses, sublicenses, instruments, notes, commitments, undertakings, indentures, joint venture agreements and all other agreements and legally binding arrangements, whether written or oral, that pursuant to its respective terms, has not expired, terminated or been fully performed by the parties thereto.

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or 47 of the Pensions Act 2004.

“Control” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by,” “under Common Control with” and “Controlling” shall have correlative meanings.

“Copyleft License” means any license of Software that provides, as a condition to the use, modification, or distribution of such licensed Software, that such licensed Software or any other Software that is incorporated into, derived from, based on, linked to, or used or distributed with such licensed Software, be licensed, distributed, or otherwise made available: (i) in a form other than binary or object code (e.g., in source code form); (ii) under terms that permit redistribution, reverse engineering, or creation of derivative works or other modification; or (iii) without a license fee. “Copyleft Licenses” include the GNU General Public License, the GNU Library General Public License, the GNU Lesser General Public License, the Affero General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License, and all Creative Commons “sharealike” licenses.

“Copyrights” means copyrights, mask work rights and similar or equivalent rights (including neighbouring copyrights) with respect to Works of Authorship and Mask Works and all registrations of the foregoing and applications for the foregoing (including moral and economic rights, however denominated).

“CTA 2010” means the Corporation Tax Act 2010.

“Damages” means, collectively, any loss, liability, claim, damage, judgment, interest, award, penalty, fine, cost or expense of whatever kind (including any direct or indirect consequential losses, loss of profit and loss of reputation, reasonable and out-of-pocket attorneys’ fees), whether or not involving a Third‑Party Claim.

“Databases” means databases and other compilations and collections of data or information.

“Data Room” the Project Nimbus online data room hosted by Intralinks, Inc. as at 19.58 (London time) on 19 September 2018, the contents of which are listed in the index annexed to the Disclosure Letter and a copy of which shall promptly be delivered to the Buyer on DVD ROM together with confirmation from Intralinks that such DVD ROM contains the contents of the Data Room which could be viewed by the Buyer and its advisers as at 19.58 on 19 September 2018.

“Deed” has the meaning set forth in the Preamble.

“Defined Contribution Scheme” means the Standard Life Group Personal Pension Flex.

“Disclosed” means any fact, matter, event, circumstance or information which is fairly disclosed in sufficient detail as would enable a reasonably diligent buyer to understand its nature and scope.

“Disclosure Documents” means the bundle of documents annexed to the Disclosure Letter and listed in Annexure C thereto.

“Disclosure Letter” means the disclosure letter dated the date hereof, written and delivered by or on behalf of the Warrantors to the Buyer immediately before the signing of this Deed, including the Disclosure Documents.

“Dispute” has the meaning set forth in Clause 17.2.

“Dollars” or “$” means the lawful currency of the United States.

“Domain Names” means domain names, uniform resource locators and other names and locators associated with the Internet.

“Drag Closing Date” has the meaning given in the Offer Document.

“EMI Option” means an option granted under Schedule 5 (enterprise management incentives) to ITEPA 2003 held by employees of any Acquired Companies to acquire any shares in the capital of the Company.

“Encumbrance” means any lien (statutory or other), pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, community property interest, equitable interest, option, right of way, right of first refusal, or other similar encumbrance or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Laws” means all Laws relating to protection of the soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata and ambient air and biota living in or on such as in effect on the date hereof, as applicable to any of the Acquired Companies.

“Equity Interests” means (i) with respect to a corporation, any and all shares of capital stock and any Commitments with respect thereto, (ii) with respect to a partnership, limited liability company, trust or similar Person, any and all units, membership interests, other equity ownership interests or other partnership or limited liability company interests, including economic or profits interests, and any Commitments with respect thereto, and (iii) with respect to any other Person, any other equity ownership in such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity that is considered a single employer with the Company under Section 4001(b) of ERISA, part of the same “controlled group” as the Company for purposes of

Section 302(d)(3) of ERISA or which together with the Company is treated as a single employer for purposes of Section 414(b), (c), (m) or (o) of the Code.

“Event” includes any act, omission, event or transaction and without limitation, the receipt or accrual of any income, profit or gains, the declaration, making or payment of any distribution, membership of or ceasing to be a member of any group or partnership or association, death, any residence or change in residence of any person for Tax purposes, the expiry of any period and Completion.

“FCPA” means the Foreign Corrupt Practices Act of 1977.

“FCPA Government Official” means (i) any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any FCPA Governmental Authority, (ii) any political party official or candidate for political office or (iii) any company, business, enterprise or other entity owned or controlled by any Person described in the foregoing clauses (i) or (ii).

“FCPA Governmental Authority” means (i) any Governmental Body, (ii) any public international organization (such as the World Bank, the European Union, the United Nations Educational, Scientific, and Cultural Organization, or the World Intellectual Property Organization), (iii) any agency, division, bureau, department, or other political subdivision of any government, entity or organization described in the foregoing clauses (i) or (ii), (iv) any company, business, enterprise, or other entity owned or controlled by any government, entity, or organization described in the foregoing clauses (i), (ii) or (iii), or (v) any political party.

“Financial Support Direction” means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“First Closing Amount” has the meaning set forth in Clause 5.1.1.

“First Closing Date” has the meaning given in the Offer Document.

“Fundamental Warranties” means, collectively, the Management Warranties set forth in paragraph 1 of Schedule 1 (Authority of the Warrantors), and paragraphs 2.1.1, 2.1.4, 2.2.1, 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.3.1, 2.3.2, 2.3.6, 2.3.8 and 2.3.9 of Schedule 1, (Organization, Shares and Subsidiaries).

“Governing Documents” means (i) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the Laws of its jurisdiction of formation or organization, (ii) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise), (iii) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement, and (iv) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the Laws of its jurisdiction of organization.

“Governmental Body” means the government of the Commonwealth of Australia, the Federal Republic of Germany, the Grand Duchy of Luxembourg, the Republic of Poland, the United Kingdom, the United States of America, or any other country and any state, province, commonwealth, territory, possession, county, municipality or other subdivision thereof, or any entity, authority, agency, instrumentality, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including, in all cases, any authority or other quasi-governmental entity established to perform any of such functions, or any arbitrator, court or tribunal.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Body.

“Grant Date” has the meaning set forth in paragraph 2.2.11 of Schedule 1.

“Hazardous Material” means any pollutant, toxic substance, hazardous waste, hazardous materials, hazardous substances, petroleum or petroleum-containing products as defined in, or listed under, any Environmental Law.

“HSR Act” has the meaning given in the Offer Document.

“HSR Condition” means the condition set out in the Offer Document in relation to the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act.

“IFRS” means International Financial Reporting Standards as adopted by the European Union.

“Indebtedness” means (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all obligations under conditional sale or other title retention agreements relating to property purchased (other than customary reservations or retentions of title under agreements with suppliers entered into in the Ordinary Course of Business), (iv) all obligations issued or assumed as the deferred purchase price of property or services purchased which would appear as liabilities on a balance sheet under UK GAAP, (v) all obligations under take-or-pay or similar arrangements or under commodities agreements, (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on, or payable out of the proceeds of production from, property owned or acquired by the Acquired Companies, whether or not the obligations secured thereby have been assumed; provided that for purposes hereof, the amount of such Indebtedness shall be limited to the greater of (a) the amount of such Indebtedness as to which there is recourse to the Acquired Companies and (b) the fair market value of the property which is subject to the Encumbrance, (vii) all guarantees with respect to Indebtedness of another Person, (viii) the attributable indebtedness under UK GAAP with respect to capital leases and synthetic lease obligations, (ix) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of the Acquired Companies and, without duplication, all unreimbursed drafts drawn thereunder (less the amount of any cash collateral securing any such letters of credit or and bankers’ acceptances), (x) the outstanding attributed principal amount under any asset securitization program, including, without

limitation, any notes or accounts receivable financing program, (xi) all cash obligations which arise in connection with any forward equity transactions which are treated as borrower money indebtedness in accordance with UK GAAP and (xii) the Indebtedness of any partnership or unincorporated joint venture in which any of the Acquired Companies is a general partner or a joint venturer to the extent such Indebtedness is recourse to such Acquired Companies. For purposes of this Deed, “Indebtedness” means the Indebtedness of the Company on a consolidated basis including, for avoidance of doubt, all Indebtedness of any Company Subsidiary.

“Intellectual Property License” means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

“Intellectual Property Rights” means any and all rights in intellectual property and/or industrial property (anywhere in the world, whether statutory, common law or otherwise), including: (i) Patents; (ii) Copyrights; (iii) other intellectual property rights with respect to Software and Technology, including registrations of these rights and applications to register these rights; (iv) industrial design rights and registrations of these rights and applications to register these rights; (v) rights with respect to Marks, and all registrations for Marks and applications to register Marks; (vi) rights with respect to Domain Names, including registrations for Domain Names; (vii) rights with respect to Proprietary Information, including rights to limit the use or disclosure of Proprietary Information by any Person; (viii) rights with respect to Databases, including registrations of these rights and applications to register these rights; (ix) rights of publicity and personality, including all rights with respect to use of a Person’s name, signature, likeness, image, photograph, voice, identity, personality, and biographical and personal information and materials; (x) renewals, reissues, reversions, reexaminations, continuations, continuations-in-part or extensions of any of the foregoing; and (xi) any rights equivalent or similar to any of the foregoing.

“Insurance Policies” has the meaning set forth in paragraph 14.1 of Schedule 1.

“Invention Assignment Agreement” has the meaning set forth in paragraph 10.11 of Schedule 1.

“IRS” means the United States Internal Revenue Service.

“IT Systems” means all computer systems, servers, network equipment and other computer hardware owned, operated, leased or licensed by any of the Acquired Companies and otherwise used in the conduct of the Company Business.

“ITEPA 2003” means the Income Tax (Earnings & Pensions) Act 2003.

“Key Employee” means Dennis Fois, Guy Sochovsky, Artur Michalczyk, Moni Manor and Fiona Talbot.

“Knowledge of the Warrantors” or “Warrantors’ Knowledge” or any other similar knowledge qualification means (i) the actual knowledge of the Warrantors; and (ii) the knowledge that any of the foregoing Persons would acquire as a result of reasonable inquiry of each other Warrantor and

Andreas Happel, Carol Hopperton and Wyndham Hudson, and shall be deemed to include any written notice received by any of the foregoing Persons as to the applicable matter.

“Lapse Date” has the meaning given in the Offer Document.

“Laws” means any laws, statutes, codes, executive orders, licensing requirements, ordinances and any rule or regulation of any competent Governmental Body, including any Governmental Order having the effect of law.

“Leakage” has the meaning set forth in the Offer Document.

“Lease” has the meaning set forth in paragraph 21.2 of Schedule 1.

“Leased Real Property” has the meaning set forth in paragraph 21.2 of Schedule 1.

“Liabilities” has the meaning set forth in paragraph 4.3 of Schedule 1.

“Licensed IP” has the meaning set forth in paragraph 10.3 of Schedule 1.

“Locked Box Accounts” means the locked box accounts for the period ended on the Locked Box Date in the agreed form.

“Locked Box Date” means 31 July 2018.

“Management Accounts” means the monthly management accounts of the Company and the Company Subsidiaries for the period from the Accounts Date to the Locked Box Date.

“Management Warranty” means a statement contained in Schedule 1.

“Marks” means trademarks, service marks, logos and design marks, trade dress, trade names, fictitious and other business names, and brand names, together with all goodwill associated with any of the foregoing.

“Mask Works” means mask works, layouts, topographies and other design features with respect to integrated circuits.

“Material Adverse Effect” means any event or occurrence that is, or could reasonably be expected to become individually or in the aggregate, materially adverse to (i) the business, financial conditions or trading position of the Acquired Companies taken as a whole; or (ii) the value or state of assets or amount or nature of liabilities of the Acquired Companies taken as a whole as compared with the position disclosed in the Accounts; provided, however, that “Material Adverse Effect” shall not include any event or occurrence to the extent arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Acquired Companies operate; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening of any of the foregoing; (v) any changes in accounting rules, including IFRS or UK GAAP; and (vi) any action permitted by a prior written consent or waiver or direction executed and delivered by the

Buyer, except pursuant to or in connection with paragraph 3 of Schedule 1 and provided, further, that any event or occurrence referred to in clauses (i) through (v) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event or occurrence has a materially disproportionate effect on the Acquired Companies compared to other participants in the industries in which the Acquired Companies conduct their respective businesses.

“Material Client” has the meaning set forth in paragraph 16.1 of Schedule 1.

“Material Contract” has the meaning set forth in paragraph 15.2 of Schedule 1.

“Material Supplier” has the meaning set forth in paragraph 16.2 of Schedule 1.

“Non-Negotiated Vendor Contract” means a Contract that meets all of the following conditions: (i) such Contract grants to the Acquired Companies a non-exclusive license to download or use generally commercially available, non-customized Software or a non-exclusive right to access and use the functionality of such Software on a hosted or “software-as-a-service” basis (and does not include any Intellectual Property Licenses granted by the Acquired Companies); (ii) such Contract is a non-negotiable “shrink-wrap” or “click-through” Contract; (iii) the Software is not included, incorporated or embedded in, linked to, combined or distributed with, or used in the development, design, delivery, distribution or provision of, any Company Software or Company Offering; and (iv) such Contract is not a license for Open Source Software.

“Non-U.S. Benefit Plan” means each Benefit Plan that is maintained by an Acquired Company primarily in respect of any past or current employees, contractors, or directors of the Acquired Companies who are located outside of the United States, to whom obligations under such Benefit Plan is or may be owed.

“Notice” has the meaning set forth in Clause 12.1.

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“OFAC Sanctioned Countries” means any country or territory subject to comprehensive U.S. sanctions, currently Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine.

“Offer” has the meaning set forth in the Introduction.

“Offer Document” means the recommended offer dated on the date hereof from the Buyer to the Shareholders and any completed and signed forms of acceptance relating thereto.

“Open Source Software” means any Software that is subject to or licensed, provided or distributed under any open source license (including any Copyleft License), including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license.

“Ordinary Course of Business” means, with respect to the Acquired Companies, the ordinary course of their respective businesses consistent with past practice.

“Other Shareholder” means all persons who own Shares other than the Warrantors.

“Owned Company IP” has the meaning set forth in paragraph 10.3 of Schedule 1.

“Party” means a party to this Deed and includes a reference to that party’s successors and permitted assigns.

“Patents” means patents and patent applications, utility models and applications for utility models, inventor’s certificates and applications for inventor’s certificates, and invention disclosure statements.

“PCI DSS” has the meaning set forth in paragraph 12.1 of Schedule 1.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances, letters, clearances, consents, waivers, exemptions, decisions, other actions and similar rights obtained, or required to be obtained, from Governmental Bodies.

“Permitted Encumbrances” means, collectively, (i) encumbrances disclosed in the Locked Box Accounts, (ii) encumbrances for Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty or are being contested in good faith (and for which, in each case, appropriate reserves have been established in accordance with UK GAAP), (iii) encumbrances for carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar encumbrances arising in the Ordinary Course of Business, (iv) encumbrances consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) encumbrances on any real or tangible property acquired or held by the Acquired Companies in the Ordinary Course of Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such real or tangible property, (vi) encumbrances on real or tangible property securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any real or tangible property lease and any precautionary uniform commercial code financing statements filed under any real or tangible property lease and (viii) non-exclusive licenses under Intellectual Property Rights and (ix) encumbrances of record or imperfections of title which are not material in character, amount or extent and which do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby.

“Permitted Leakage” has the meaning set forth in the Offer Document.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Body.

“Personal Information” means, in addition to all information defined or described by any of the Acquired Companies as “personal information,” “personally identifiable information,” “PII,” or using any similar term in any of the Acquired Companies’ privacy policies or other public-facing statement, all information associated with an identified or identifiable individual person or device (including name, physical address, telephone number, email address, financial account number,

government-issued identifier (including Social Security number, personal account number, and driver’s license number), genetic, medical, health or insurance information, gender, date of birth, educational or employment information, religious or political views or affiliations, marital or other status, photograph, video recording, audio recording, face geometry, or biometric information, online identifier, and any other data used or intended to be used to identify, contact or precisely locate an individual or device). Personal Information may relate to any individual, including users of the Acquired Companies’ websites and applications, users of the Company Offerings, or a current, prospective or former customer, employee or vendor of any Person. Personal Information includes information in any form, including paper, electronic and other forms.

“Privacy Policy” has the meaning set forth in paragraph 12.1 of Schedule 1.

“Proceedings” has the meaning set forth in Clause 17.4.

“Prohibited Person” means (i) a Person who has been designated by the U.S. Government under 31 C.F.R. Chapter V or any other Law administered by OFAC or who is on the OFAC List of Specially Designated Nationals and Blocked Persons (“SDNs”); (ii) the government of an OFAC Sanctioned Country or any resident thereof; or (iii) a Person acting or purporting to act, directly or indirectly, on behalf of, or a legal entity owned or controlled by, any of the Persons identified in any of the foregoing subparagraphs (i) or (ii).

“Proprietary Information” means information and materials not generally known to the public, including trade secrets and other confidential and proprietary information.

“Protected Data” has the meaning set forth in paragraph 12.2 of Schedule 1.

“Receiving Agent” means Computershare Investor Services PLC.

“Registered Company Intellectual Property Rights” means (i) all issued Patents, pending Patent applications, Mark registrations, applications for Mark registrations, Copyright registrations, applications for Copyright registrations and Domain Name registrations owned, filed or applied for by or on behalf of any of the Acquired Companies, and (ii) any other applications, registrations, recordings and filings filed by or on behalf of any of the Acquired Companies (or otherwise authorized by or in the name of any of the Acquired Companies) with respect to any Company Intellectual Property Rights.

“Related Party Contract” has the meaning set forth in paragraph 17 of Schedule 1.

“Release” means any releasing, disposing, discharging, injecting, spilling, leaking, pumping, dumping, emitting, escaping or emptying of a Hazardous Material into the soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata and ambient air and biota living in or on such media.

“Relief” includes any right to repayment of Tax and any relief, loss, allowance, set-off or credit in respect of Tax and any deduction in computing, or against, profits for Tax purposes;

“Representative” means, with respect to any Person, such Person’s directors, officers, shareholders, members, managing members, general or limited partners, managers, employees, consultants, financial advisors, counsel, accountants and other agents and representatives of such Person.

“Resigning Directors” has the meaning given in Clause 5.2.1.

“Restricted Business” means any business whose principal business or operations comprises a cloud based contact centre as a service in the United Kingdom, USA, European Union and/or the member states of the European Free Trade Association as at the date of this Deed.

“Restricted Period” means a period of 24 months from the Completion Date provided that, if a Warrantor other than Dennis Fois and Guy Sochovsky is dismissed or has notice of termination of their employment or engagement served on them by an Acquired Company after the Completion Date (other than in circumstances justifying summary dismissal), such period shall be 12 months from the Completion Date.

“Sanctions” means any trade sanction or economic embargo administered or enforced by the United States Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“Sanctions and Export Laws” means all Laws relating to Sanctions and to the export and re‑export of goods, services, software or technology, which are applicable to any Acquired Company.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated under such Law.

“Security Practices” has the meaning set forth in paragraph 12.2 of Schedule 1.

“Shareholder” means the holders of Shares immediately prior to Completion.

“Shares” has the meaning set forth in the Introduction.

“Software” means all (i) computer programs, including all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) Databases, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (iv) documentation, including user manuals and other training documentation, related to any of the foregoing.

“Standard Form Customer Contracts” means non-exclusive grants of Intellectual Property Licenses to customers of the Acquired Companies entered into in the Ordinary Course of Business.

“Subsidiary” means “subsidiary” as defined in section 1159 of the Companies Act 2006.

“SVB” means Silicon Valley Bank.

“SVB Bank Debt” means the indebtedness of each Acquired Company under the SVB Facilities (and any documents referred to therein) together with accrued interest up to the First Closing Date and any break costs, redemption premium or penalty arising as a result of repayment at the First Closing Date or otherwise due and payable in respect thereof.

“SVB Facilities” means the up to USD12,500,000 revolving loan facility, dated 21 December 2017, between, amongst others, SVB (as lender), the Company and NewVoiceMedia US Inc (as original borrowers) (as amended or restated from time to time).

“Tax Authority” means any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world competent to impose a liability to Tax.

“Tax Deed” means the tax deed relating to the sale of all the Shares in the Company to be entered into between Guy Sochovsky and Fiona Talbot and the Buyer on the date hereof.

“Tax Returns” means any report, return, election, declaration, claim for refund, information return or other document or filing (including any schedule or attachment thereto and including any amendment thereof) filed or required to be filed with any Tax Authority, or maintained or required to be maintained by any Person, with respect to Taxes.

“Taxes” means all forms of taxation, duties, levies, imposts, whether of the United Kingdom or any other jurisdiction including corporation tax, including instalment payments in respect thereof, income tax, capital gains tax, value added tax, duties of excise, customs and other import duties, inheritance tax, stamp duty, stamp duty reserve tax, stamp duty land tax, capital duties, national insurance contribution, charges, fees, levies or other assessments in the nature of a tax of any kind whatsoever, imposed by any Tax Authority, together with any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments in the nature of a tax.

“Technology” means, collectively, all: (i) Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions, discoveries, and improvements (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, and all recordings, graphs, drawings, reports, analyses and other writings; (ii) technical, engineering, manufacturing, product, marketing, servicing, business, financial, supplier, personnel and other information and materials; (iii) industrial designs, models, devices, prototypes, schematics and development tools; and (iv) other tangible embodiments of any of the foregoing, in any form or media whether or not specifically listed herein, and all related technology, that are used in, incorporated in or embodied in any of the foregoing.

“Third-Party Claim” has the meaning set forth in paragraph 4.1 of Schedule 2.

“Third-Party Debts” means any Indebtedness owed by any Acquired Company to any Person other than another Acquired Company.

“UK GAAP” means United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”).

“Union” means any union, works council or labor organization.

"US Benefit Plan" means each Benefit Plan that is maintained by an Acquired Company primarily in respect of any past or current employees, contractors or directors of the Acquires Companies who are located in the United States, to whom obligations under such Benefit Plan are or may be owed.

“VATA” means the Value Added Taxes Act 1994.

“W&I Insurance Policy” means the buyer-side warranty and indemnity insurance policy to be obtained by the Buyer.

“WARN” has the meaning set forth in paragraph 18.6 of Schedule 1.

“Warrantors” has the meaning set forth in the Preamble.

“Warrantor Affiliates” means a person connected with a Warrantor within the meaning of section 1122 of the CTA 2010.

“Warrantors’ Representative” has the meaning set forth in paragraph 11.1 of Schedule 2.

“Warranty Claim” means a claim by the Buyer involving or relating to a breach of any Management Warranty.

“Works of Authorship” means computer programs, websites, content, images, logos, graphics, text, photographs, artwork, audiovisual works, sound recordings, graphs, drawings, reports, analyses, writings, and other works of authorship and copyrightable subject matter.

provided however that the Buyer shall not be required under Clauses 3.5.1 or 3.5.2 above to provide the Company with copies of any element of such notifications, filings and other communications which contains information of a commercially sensitive nature with regard to the Buyer or its Affiliates without first redacting that element; and

Document) in respect of any conduct, default or omission of any such person prior to Completion or in respect of any warranty, representation or statement made to the Buyer (or any Affiliate of the Buyer, or any of their respective representatives and/or advisers) or any Acquired Company, or in relation to the Disclosure Letter, in each case in connection with the Offer.

electronic transfer of immediately available funds to SVB of an amount equal to the outstanding amount of SVB Bank Debt.

Notwithstanding the foregoing, the Warrantors and its Affiliates may own, directly or indirectly, solely as an investment, securities of any Person traded on any public securities exchange if none of the Warrantors or its Affiliates is a controlling Person of such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.

provided, that nothing in this Clause 6.2 shall prevent a Warrantor or its Affiliates from hiring (i) any employee, whose employment has been terminated by the Acquired Companies or the Buyer or (ii) after ninety (90) days from the date of termination of employment, any employee, whose employment has been terminated by the employee; or (iii) pursuant to a general solicitation which is not directed specifically to any such Persons.

remedy, and hereby agrees that in the event of a breach or a threatened breach by such Warrantor of any such obligations, the Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

Date (each, a “Pre-Completion Event”) which each Acquired Company has or may at any time have had against any of the Resigning Directors, save in the case of fraud by the relevant Resigning Director. The Buyer shall not, and shall procure that each Acquired Company shall not, directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced, any proceedings of any kind relating to any Pre-Completion Event against any Resigning Director, save in the case of fraud by the relevant Resigning Director.

(together “Confidential Information”); and

provided, in each case, that the Warrantors shall be under no greater obligation or liability thereby than if such assignment, charge or transfer had never occurred and that the amount of loss or damage recoverable by such assignee, chargee or transferee shall be calculated as if that person had been originally named as the Buyer in this Deed.

If to the Warrantors, or the Warrantors’ Representative to:

with a copy to (which shall not constitute notice) to:

Weil, Gotshal & Manges (London) LLP

110 Fetter Lane

London EC4A 1AY United Kingdom

E-mail: ***@***

Attention: Samantha McGonigle

If to the Buyer, to:

Vonage Holdings Corp.

23 Main Street

Holmdel, NJ 07733

Attention:    David T. Pearson, Chief Financial Officer

Randy K. Rutherford, Chief Legal Officer

E-mail:         ***@***

***@***

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

250 W. 55th Street

New York, NY 10019

E-mail: ***@***

Attention: Spencer D. Klein, Esq.

provided that in each case where delivery by hand occurs after 6:00 p.m. on a Business Day or a day which is not a Business Day, service shall be deemed to occur at 9:00 a.m. on the next Business Day.

Without prejudice to any other method of service permitted by law:

This Deed may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

This Deed is delivered on the date written at the start of this Deed.

in full force and effect, and no Company Subsidiary is in violation of any term thereof.

Having regard to the purposes for which the Management Accounts are prepared, the Management Accounts have been prepared on the bases stated therein in the Ordinary Course of Business with due care and attention, on a basis consistent, in all material respects, with the Accounts and fairly reflect the profits and losses and trading position of the Acquired Companies as at the date, and for the period, to which they relate.

The Locked Box Accounts have been prepared on the bases stated therein in the Ordinary Course of Business with due care and attention, on a basis consistent, in all material respects, with the accounting policies and procedures used to prepare the Management Accounts for the period of 12 months preceding the date of this Deed.

Between the Locked Box Date and the date of this Deed, other than in the Ordinary Course of Business, there has not been, with respect to any Acquired Company, any:

and non-U.S. Taxes, and has timely filed or provided all material withholding Tax Returns in accordance with applicable Law.

Company or other service provider of such Acquired Company for excise Taxes paid pursuant to Section 409A or 4999 of the Code.

each of the Acquired Companies, other than any such unregistered Marks that are neither material nor used in a material manner by any of the Acquired Companies. For each item of Registered Company Intellectual Property Rights, such document lists (A) the record owner of such item, and, if different, the legal owner and beneficial owner of such item, (B) whether such item is issued, registered or pending, (C) the jurisdiction in which such item is issued, registered or pending, (D) the issuance, registration or application date and number of such item, and (E) for each Domain Name registration, the applicable Domain Name registrar, the name of the registrant and the expiration date for the registration.

of the Acquired Companies has access, with respect to which any of the Acquired Companies has a confidentiality obligation. No such Proprietary Information has been authorized to be disclosed, or, to the Warrantors’ Knowledge, has been actually disclosed, to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such Proprietary Information. Each current and former employee and consultant of any of the Acquired Companies that has been involved in the authorship, invention, creation, conception or other development of any Owned Company IP has entered into a written non-disclosure and invention assignment Contract with such Acquired Company that assigns to such Acquired Company all Intellectual Property Rights and Technology authored, invented, created or otherwise developed by such employee or consultant in the scope of his, her or its employment or engagement with such Acquired Company, save where ownership of such Intellectual Property Rights automatically vests in an Acquired Company upon creation by operation of applicable Law (an “Invention Assignment Agreement”). No current or former employee or consultant of any of the Acquired Companies has (i) (having been asked to do so) failed to affirmatively indicate that he, she or it has no Technology (and no Intellectual Property Rights in or to any Technology) that is excluded from his, her or its assignment of inventions pursuant to such Person’s Invention Assignment Agreement, or (ii) alleged to any of the Acquired Companies or, to the Knowledge of the Warrantors, any other Person, ownership or other exclusive rights by such employee or consultant in any Intellectual Property authored, invented, created, conceived or otherwise developed by such employee or consultant in the scope of his, her or its employment or engagement with such Acquired Company, using any of the applicable Acquired Company’s Intellectual Property Rights or Technology, or that is otherwise purportedly within the scope of his, her or its assignment of inventions pursuant to such Person’s Invention Assignment Agreement.

unauthorized access to or use of any IT Systems (or any Software, information or data stored on any IT Systems).

(such plans, collectively, the “Security Practices”). The Security Practices materially conform, and at all times during the five years prior to the date of this Agreement have materially conformed, with (i) any information security statements in the Company’s applicable Privacy Policy then in effect, (ii) any public statements regarding the Acquired Companies’ information security practices made by any of the Acquired Companies, and (iii) all of the Acquired Companies’ contractual commitments. No Actions have been asserted or, to the Knowledge of the Warrantors, are threatened against any of the Acquired Companies by any Person with respect to the security of Protected Data in the possession or control of an Acquired Company. To the Warrantors' Knowledge, there has been no unauthorized access to, or disclosure or misuse of, or other breach of the security of Protected Data owned or controlled by, or on behalf of, any of the Acquired Companies. None of the Acquired Companies have notified, nor have any of the Acquired Companies been required to notify (whether pursuant to any applicable Law or otherwise), any Person of any information security breach or incident involving Personal Information.

(a) Each Acquired Company is and has been in compliance in all material respects with all Environmental Laws applicable to its operations and use of the Leased Real Property, (b) to the Warrantors’ Knowledge there has been no material Release or threat of Release of any Hazardous Material by any Acquired Company at or on the Leased Real Property that requires reporting, investigation or remediation by the Acquired Companies pursuant to any Environmental Law, (c) except for those matters that are no longer pending, no Acquired Company has received any material written request for information, notice, demand letter, administrative inquiry or written complaint or claim under any Environmental Law or been subject to any governmental or citizen enforcement action with respect to any Environmental Law and (d) to the Warrantors’ Knowledge, no real property ever owned, operated or leased by the Acquired Companies is listed on, or has been proposed for listing on, the National Priorities List or on the CERCLIS, or any analogous non-U.S., state or local list.

other Person or (B) by any of the Acquired Companies to any other Person; or (iii) includes any exclusive grant of an Intellectual Property License to any other Person by any of the Acquired Companies (other than, with respect to this subsection (iii) only, pursuant to Standard Form Customer Contracts);

Client”). As of the date of this Deed, none of the Acquired Companies has received any written notice from any Material Clients that such Material Client has ceased to use, or intends to cease to use the respective services of the Acquired Companies after Completion or to otherwise terminate or materially (in the context of the relevant Material Client relationship) reduce or modify their relationship with any Acquired Company (whether related to payment, price or otherwise).

Except for (a) employment agreements entered into with employees in the Ordinary Course of Business or (b) participation in equity incentive plans by employees, (c) any shareholders' agreement entered into in relation to the Company and (d) any other agreement or instrument pursuant to which any convertible security has been issued or granted to any shareholder of the Company, no Contract, relationship or other agreement, arrangement or transaction exists involving any Acquired Company, on the one hand, and the Warrantors, any shareholder of the Warrantors, any Affiliate of the Warrantors (other than the Acquired Companies or their shareholders), any director or any officer, or members of such individuals’ immediate families, or any enterprise in which a substantial interest in the voting power is owned, directly or indirectly, by such individuals, any customer or supplier, on the other hand (each a “Related Party Contract”).

performing services for each Acquired Company, and information indicating whether the Person is an employee, worker, consultant or independent contractor and, as applicable, each Person’s (i) job title, (ii) location, (iii) commencement date of service with the Acquired Company, (iv) full-time or part-time classification, (v) for U.S. based individuals, exempt or non-exempt classification, (vi) hours of work per week (for all non U.S. based individuals and all US based non-exempt and part time employees), (vii) base compensation and benefits, (viii) bonus and commission eligibility, (ix) confirmation of right to work, and (x) the length of notice necessary to terminate employment or engagement or, if a fixed term, the expiry date of that fixed term and details of any previous renewals.

TULR(C)A or any comparable state or non-U.S. Law, and no such action shall be implemented without advance notification to the Buyer.

policies in the possession of the Acquired Companies or any of their Affiliates pertaining to fiduciary liability insurance covering the fiduciaries for each Benefit Plan.

The minute books and record books of the Acquired Companies, all of which have been made available to the Buyer, are complete and correct in all material respects. The minute books of the Acquired Companies contain materially accurate and complete records of all meetings, and actions taken by written consent of, the shareholders, the board of directors and any committees of the board of directors of the Acquired Companies, and no meeting, or action taken by written consent, of any such shareholders, board of directors or committee has been held for which minutes have not been prepared and are not contained in such minute books. At Completion, all of those books and records will be in the possession of the Company

No Acquired Company has entered into any Contract, arrangement or understanding with any Person that may result in the obligation of an Acquired Company to pay any finder’s fees, brokerage, investment banking or agent’s commissions or other like payments in connection with this Deed or the Offer.

From (and excluding) the Locked Box to (and including) the date of this Deed, there has been no Leakage other than Permitted Leakage.

and it shall seek recovery of all such Warranty Claims in excess of the Cap under the W&I Insurance Policy.

The Warrantors shall not be liable in respect of any contingent liability in relation to any Claim unless and until such contingent liability becomes an actual liability and is due and payable. This is without prejudice to the right of the Buyer to give notice of the Claim to the Warrantors’ Representative notwithstanding the fact that the liability may not have become an actual liability. The fact that the liability may not have become an actual liability within the time limits provided in paragraph 1 of this Schedule 2 shall not exonerate the Warrantors in respect of any Claim properly notified within such time limits.

advisers, incurred in respect of that Third Party Claim, shall and shall procure that the Acquired Companies shall:

In the event of a Claim, the Buyer shall, subject to the Warrantors giving such undertakings as to confidentiality as the Buyer may reasonably require, procure that the Warrantors’ Representative is provided, upon reasonable notice and during normal business hours, access to such information, records, premises and personnel of the relevant Acquired Companies as the Warrantors’ Representative may reasonably require (not being any which would otherwise be subject to legal privilege) to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest such Claim.

The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Damages, regardless of whether more than one Claim (or any other claim under the Offer Document or otherwise) arises in respect of it.

The Buyer and the Warrantors acknowledge and agree that their sole and exclusive remedy following Completion with respect to any breach of this Deed (other than claims arising from fraud or fraudulent misrepresentation) shall be pursuant to the provisions set forth in

this Schedule 2, and the Buyer will not be entitled to rescind or repudiate this Deed or the Offer or to recover damages in tort or for misrepresentation (except in the case of fraud); provided, further, that nothing in this paragraph 7 of this Schedule 2, or in any other provision of this Deed, shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled under Clause 6.4 or to seek any remedy on account of any party’s fraud or willful misconduct.

Notwithstanding anything herein to the contrary, except for claims arising from fraud, any claims by the Buyer under the W&I Insurance Policy shall be asserted and resolved in compliance with the procedures set forth in the W&I Insurance Policy. Any objections by the provider under the W&I Insurance Policy for any claim brought by the Buyer under the W&I Insurance Policy, as well as the resolution of any disputes related thereto, shall also proceed in accordance with the procedures set forth in the W&I Insurance Policy. The Buyer shall provide to the Warrantors’ Representative, concurrently with delivery to the requisite parties under the W&I Insurance Policy, copies of any claim submitted by the Buyer pursuant to the W&I Insurance Policy.

Document or (b) any compensation or related benefits earned by the Releasing Party in his or her capacity as an employee of the Acquired Companies.

out of the Warrantors’ Representatives serving as the Warrantors’ Representatives under this Deed, except, in each case, if and to the extent the Warrantors’ Representatives has engaged in fraud as finally determined by a court of competent jurisdiction.

financial exposure of, or payment to, the Acquired Company is reasonably likely to be in excess of One Hundred Fifty Thousand Dollars ($150,000); or

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

EXECUTED and DELIVERED                )    /s/ Dennis Fois

as a DEED by                            )

DENNIS FOIS                         )

In the presence of:                        )

Signature of Witness:    /s/ Guy Sochovsky

Name of Witness:    Guy Sochovsky

Address of Witness:    427 Riviera Circle

EXECUTED and DELIVERED                )    /s/ Guy Sochovsky

as a DEED by                            )

GUY SOCHOVSKY                        )

In the presence of:                        )

Signature of Witness:    /s/ Dennis Fois

Name of Witness:    Dennis Fois

Address of Witness:    3561 Jackson St.

EXECUTED and DELIVERED                )    /s/ Artur Michalczyk

as a DEED by                            )

ARTUR MICHALCZYK                    )

In the presence of:                        )

Signature of Witness:    /s/ Fiona Talbot

Name of Witness:    Fiona Talbot

Address of Witness:    Flat 319, Ben Jonson House

EXECUTED and delivered                    )    /s/ Moni Manor

as a DEED by                            )

MONI MANOR                         )

In the presence of:                        )

Signature of Witness:    /s/ Guy Sochovsky

Name of Witness:    Guy Sochovsky

Address of Witness:    427 Riviera Circle

EXECUTED and DELIVERED                )    /s/ Fiona Talbot

as a DEED by                            )

FIONA TALBOT                         )

In the presence of:                        )

Signature of Witness:    /s/ Artur Michalczyk

Name of Witness:    Artur Michalczyk

Address of Witness:    20 The Courtyard, Beggarwood

EXECUTED and DELIVERED        )

as a DEED by                    )

NEWVOICEMEDIA LIMITED        )

acting by Dennis Fois,                     /s/ Dennis Fois

a director, in the presence of:                    Director

Signature of Witness:     /s/ Guy Sochovsky

Name of Witness:    Guy Sochovsky

Address of Witness:    427 Riviera Circle

EXECUTED and DELIVERED         )

as a DEED by                    )                            

VONAGE HOLDINGS CORP.        )

acting by David T. Pearson,                    /s/ David T. Pearson

Chief Financial Officer