Recommended Offer by Vonage Holdings Corp. for NewVoiceMedia Limited, dated September 20, 2018

the First Closing Date, if, at such time, Vonage has received valid acceptances under the Offer in respect of (or has otherwise acquired) all the NewVoiceMedia Shares, but in any event on the First Closing Date, the NewVoiceMedia Shares which are the subject of valid acceptances of the Offer at such date will be (or will be deemed) sold; and

the Drag Closing Date, if the Drag Along Provisions are exercised (as set out in paragraph 3.4 below) prior to the First Closing Date, but only in respect of the NewVoiceMedia Shares which are sold pursuant to the Drag Along Provisions, and such NewVoiceMedia Shares will be (or will be deemed) sold on the Drag Closing Date.

Subject to the Offer becoming unconditional in all respects (and, in the case of NewVoiceMedia Shareholders who are citizens, nationals or residents of jurisdictions outside the United Kingdom or who are in a Restricted Jurisdiction, except as provided in paragraph 4 of Section B of Part 3 of this Offer Document), settlement of the consideration to which each NewVoiceMedia Shareholder is entitled under the Offer will be effected to validly accepting NewVoiceMedia Shareholders:

in the case of acceptances received, valid and complete in all respects, by the date on which the Offer becomes wholly unconditional, within 3 Business Days after the First Closing Date; or

in the case of acceptances received, valid and complete in all respects, after such date but while the Offer remains open for acceptance, on a rolling weekly basis commencing with the first settlement set out in paragraph 13.1(A) of this Part 2,

For NewVoiceMedia Shareholders who do not validly accept the Offer (or for whom the Offer is deemed accepted pursuant to the terms of this Offer Document) and whose NewVoiceMedia Shares are transferred to Vonage pursuant to:

the Drag Along Provisions, their consideration shall be received by NewVoiceMedia on the applicable NewVoiceMedia Shareholder’s behalf and NewVoiceMedia shall pay such amounts into a separate bank account (which is not required to earn or pay interest) to be held on trust for such NewVoiceMedia Shareholder pending receipt from such NewVoiceMedia Shareholder of a valid address to send such consideration, which shall then be settled within 10 Business Days of receipt of such details by cheque (despatched by first class post) but in any event not into a Restricted Jurisdiction. All cash payments to be made by cheque will be made in US$ by cheque drawn on a branch of a UK clearing bank; or

the Squeeze-Out Provisions, their consideration shall be received and dealt with under the Squeeze-Out Provisions.

If the Offer does not become unconditional in all respects by the Lapse Date and lapses, completed Forms of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post, within 14 days of the Offer lapsing, at the risk of the NewVoiceMedia Shareholder concerned, to the person or agent whose name and address are set out in Box 2 or 4 of the Form of Acceptance, or, if none is set out, to the first named holder at his or her registered address (in all cases outside a Restricted Jurisdiction).

All documents and remittances sent by, to or from NewVoiceMedia Shareholders or their appointed agents will be sent at their own risk.

valid acceptances of the Offer being received in respect of the Threshold (including at least two of the Investors);

the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act;

no Governmental Entity shall have enacted, issued, promulgated, enforced or entered into any laws or Orders, whether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise prohibit consummation of the Offer; and

the Management Warranties set forth in paragraphs 2.1.1, 2.1.4, 2.2.1, 2.2.2, 2.2.3, 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) of the Management Warranty Deed shall be true and correct (other than de minimis inaccuracies) when made and as of immediately prior to the consummation of the Offer, as if made at and as of the First Closing Date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of that date).

“Offer” means the Offer and any revision, variation, renewal or extension of the Offer in accordance with the terms of this Offer Document;

“acceptances of the Offer” includes deemed acceptances of the Offer;

the Offer being, or becoming “unconditional” means all the Conditions being satisfied or (if permissible) waived prior to the Lapse Date;

any statute or any statutory provision includes a statute or statutory provision which amends, consolidates or replaces the same (whether before or after the date of this Offer Document);

“Acceptance Shares” means NewVoiceMedia Shares in respect of which the Offer has been accepted;

“Exchange Act” mean the US Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder;

“Offer Document” means this Offer Document and any other document containing, or containing details of, the Offer; and

The Offer is made on 20 September 2018 and is capable of acceptance from and after that time.

Subject to paragraph 1.3 below, the Offer will remain open for acceptances until 3.00 p.m. London time on the later of:

the First Closing Date, if, at such time, Vonage has received valid acceptances under the Offer in respect of (or has otherwise acquired) all the NewVoiceMedia Shares, but in any event on the First Closing Date, the NewVoiceMedia Shares which are the subject of valid acceptances of the Offer at such date will be (or will be deemed) sold; and

the Drag Closing Date, if the Drag Along Provisions are exercised prior to the First Closing Date, but only in respect of the NewVoiceMedia Shares which are sold pursuant to the Drag Along Provisions, and such NewVoiceMedia Shares will be (or will be deemed) sold on the Drag Closing Date.

If Vonage provides notice to the Company on or prior to the later of the First Closing Date and the Drag Closing Date that it anticipates utilizing the Squeeze-Out Provisions, the Offer will remain open until further notice (but in any event shall lapse on the Lapse Date).

Under the Exchange Act, Vonage may also be required to extend the Offer Period in the event it changes the Offer in any material respect, in any event as permitted under paragraph 3.19 below.

The Offer is irrevocable, save that the Offer will automatically lapse if all of the Conditions relating to the Offer have not been fulfilled or (if permissible) waived by the Lapse Date, and in such a case the Offer shall cease to be capable of further acceptance, and Vonage and NewVoiceMedia Shareholders and holders of NewVoiceMedia Options who have conditionally elected to exercise their NewVoiceMedia Options shall thereupon cease to be bound by prior acceptances.

It is a term of the Offer that each NewVoiceMedia Shareholder severally undertakes, in the Form of Acceptance, to pay to Vonage on demand, on a dollar for dollar basis an amount equal to the Leakage (other than Permitted Leakage) received or benefitting (or deemed to be received by or benefitting) such NewVoiceMedia Shareholder or such NewVoiceMedia Shareholder’s Affiliates. Subject to paragraph 2.2 below, if any Leakage (other than Permitted Leakage): (i) is received by or benefits, or is deemed to be received by or benefit, more than one NewVoiceMedia Shareholder or NewVoiceMedia Shareholder Affiliate; or (ii) has no identifiable recipient or beneficiary that is a NewVoiceMedia Shareholder or a NewVoiceMedia Shareholder Affiliate, each relevant NewVoiceMedia Shareholder shall be deemed to have received or benefitted from the proportion of Leakage as is equal to the proportion that the price paid for the Shares held by them pursuant to the Offer bears to the aggregate amount of the price paid pursuant to the Offer for the Shares held by all NewVoiceMedia Shareholders who have, or who are deemed to have, benefitted from the Leakage in question (which in the case of (ii) shall be all NewVoiceMedia Shareholders who have accepted the Offer).

Where any Leakage constitutes Tax under limb (j) of the definition of Leakage, such Leakage shall be deemed to be received by, or benefit, the relevant NewVoiceMedia Shareholder or NewVoiceMedia Shareholder Affiliate (as applicable) who received or benefitted from (or is deemed to have received or benefitted from) the Leakage giving rise to such Tax.

No NewVoiceMedia Shareholder shall have any liability under this paragraph 2 of this Section B of this Part 3 unless

a claim has been notified to the relevant NewVoiceMedia Shareholder pursuant to this paragraph 2 of this Section B of this Part 3 on or before the date which is six months from the First Closing Date; and

proceedings have been brought against the relevant NewVoiceMedia Shareholder in respect of its recovery within six months of its being notified in accordance with paragraph 2.3(A) above, unless the relevant claim has been agreed in writing by that NewVoiceMedia Shareholder.

Any omission or failure to (or decision not to) despatch this Offer Document, the Form of Acceptance or any document required to be given under the terms of the Offer and/or any notice required to be despatched under the terms of the Offer to, or any failure to receive the same by, any person to whom the Offer is made, or should be made, shall not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person. Subject to paragraph 4 of this Section B of this Part 3, the Offer will extend to any persons to whom this Offer Document, the Form of Acceptance or any related documents may not be despatched, and such persons may collect copies of those documents from Osborne Clarke LLP, 2 Temple Back East, Temple Quay, Bristol BS1 6EG.

Vonage reserves the right to notify any matter, including the making of the Offer or the terms thereof, to all or any NewVoiceMedia Shareholder(s) with (a) registered address(es) outside the United Kingdom or whom Vonage knows to be a nominee, trustee or custodian holding NewVoiceMedia Shares for persons who are citizens, residents or nationals of jurisdictions outside the United Kingdom, by announcement in the United Kingdom or by paid advertisement in the London Gazette published and circulated in the United Kingdom, in which event such notice shall be deemed to have been sufficiently given notwithstanding any failure by any NewVoiceMedia Shareholder to receive or see such notice. All references in this Offer Document to notice or the provision of information in writing by or on behalf of Vonage shall be construed accordingly. No such document will be sent to an address in a Restricted Jurisdiction.

If the Offer does not become or is not declared unconditional in all respects on or before the Lapse Date, the Form of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post, within 14 days of the Offer lapsing, at the risk of the NewVoiceMedia Shareholder concerned, to the person or agent whose name and address is set out in Box 2 or 4 of the Form of Acceptance or, if none is set out, to the first-named holder at his/her registered address (in all cases outside a Restricted Jurisdiction).

All powers of attorney, appointments as agents and authorities on the terms conferred by or referred to in this Section B of this Part 3 or in the Form(s) of Acceptance are given by way of security for the performance of the obligations of the NewVoiceMedia Shareholder concerned and are irrevocable (in respect of powers of attorney, in accordance with section 4 of the Powers of Attorney Act 1971).

No acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/or other document(s) of title, communication or notice will be given by or on behalf of Vonage.

All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from any NewVoiceMedia Shareholder (or their designated agents) will be delivered by or sent to or from them (or their designated agent(s)) at their risk.

In the event Vonage elects to extend the Offer Period or make any material changes with respect to the Offer in any event as permitted under paragraph 3.19 below, including (i) a change in the amount of the consideration, (ii) a change in the percentage of NewVoiceMedia Shares sought or (iii) any commissions related to the Offer, the Offer shall be extended for a period of at least 10 Business Days. Any notice of material changes to the Offer will be made in a form designed to inform all NewVoiceMedia Shareholders under the Exchange Act and applicable regulatory guidance.

Without prejudice to any other provision of this Part 3, Vonage reserves the right to treat any Form of Acceptance as valid if not entirely in order or not accompanied by the relevant share certificate(s) and/or other relevant document(s) of title, or if received, by or on its behalf, at any place or places or in any manner determined by it otherwise than as specified in this Offer Document or in the Form of Acceptance.

If sufficient acceptances are received and/or purchases made, Vonage may apply the provisions of sections 974 to 991 (inclusive) of the Act to acquire compulsorily any outstanding NewVoiceMedia Shares to which the Offer relates (as construed in accordance with sections 974 to 991 (inclusive) of the Act).

Vonage reserves the right to nominate, as the person entitled to acquire all (but not part) of the NewVoiceMedia Shares pursuant to the Offer, such wholly-owned subsidiary of Vonage as Vonage shall in its absolute discretion select for such purpose and following any such nomination references in this document to Vonage shall be construed accordingly, provided that Vonage shall remain liable in the event of any failure by such subsidiary to settle the consideration to which each NewVoiceMedia Shareholder is entitled as set out in paragraph 3.1 of Part 2 of this Offer Document.

All acceptances of the Offer are irrevocable and may not be withdrawn.

If an optionholder exercises his NewVoiceMedia Options or any NewVoiceMedia Warrants are exercised once the Offer has been made (other than by executing and returning a Form of Instruction in respect of the NewVoiceMedia Unapproved Share Option Plan and ticking Choice A of such Form of Instruction), the optionholder or warrantholder (as applicable) will be issued NewVoiceMedia Shares. These shares will be purchased by Vonage, either pursuant to this Offer, by way of a private treaty with such optionholder, under the Drag Along Provisions or the Squeeze-Out Provisions.

The Offer, all acceptances of it and elections under it, this Offer Document and the Form of Acceptance and any action taken or made or deemed to be taken or made under any of the foregoing, shall be governed by and construed in accordance with the laws of England.

Execution by or on behalf of a NewVoiceMedia Shareholder of a Form of Acceptance, constitutes, subject to paragraph 3.16 of this Section B of this Part 3, his or her irrevocable submission, in relation to all matters arising out of the Offer and the Form of Acceptance to the exclusive jurisdiction of the courts of England.

Execution by or on behalf of a NewVoiceMedia Shareholder of a Form of Acceptance constitutes his or her agreement that the provisions of paragraph 3.15 of this Section B of this Part 3 are included for the benefit of Vonage and NewVoiceMedia and his or her agreement that nothing shall limit the right of Vonage or NewVoiceMedia to bring any action, suit or proceeding arising out of or in connection with the Offer in any other manner permitted by law or in any court of competent jurisdiction and that he/she irrevocably submits to the jurisdiction of any such court.

Settlement of the consideration to which any NewVoiceMedia Shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regard to any lien, deduction, withholding, right of set-off, counterclaim or other analogous right to which Vonage may otherwise be, or claim to be, entitled as against such NewVoiceMedia Shareholder.

The consideration to be received by all NewVoiceMedia Shareholders will be paid in US$ (and for the purposes of calculating the consideration per share to be paid for any applicable class of NewVoiceMedia Shares in accordance with the NewVoiceMedia Articles, any amounts due to

The terms of the Offer (including, without limitation, the circumstances in which the Offer may be extended) may be revised or amended by Vonage provided that any such revision or amendment:

represents no diminution in the value of the Offer as so revised compared with the consideration or terms previously offered; and

is approved by the NewVoiceMedia Board.

The making of the Offer to Overseas Shareholders may be prohibited or affected by the laws of the relevant jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholders wishing to accept the Offer to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction.

Any Overseas Shareholder will be responsible for any such issue, transfer or other taxes or duties or payments arising in connection with the Offer outside the UK for their NewVoiceMedia Shares, by whomever payable, and Vonage and any person acting on its behalf shall be fully indemnified and held harmless by such shareholder for such taxes, duties or payments as Vonage may be required to pay in respect of the Offer insofar as it relates to such shareholder.

In particular, the Offer is not being and will not be made, directly or indirectly, in, into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or of any facilities of a national securities exchange of, a Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within a Restricted Jurisdiction, except where Vonage is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.

Copies of this Offer Document and the Form of Acceptance and any related documents are not being, and must not be, mailed, transmitted, or otherwise distributed or sent, in whole or in part, in or into or from a Restricted Jurisdiction, including to NewVoiceMedia Shareholders with registered addresses in a Restricted Jurisdiction or to persons whom Vonage knows to be custodians, trustees or nominees holding NewVoiceMedia Shares for such persons. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise distribute or send them in or into or from a Restricted Jurisdiction or use the mails of a Restricted Jurisdiction or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, a Restricted Jurisdiction for any purpose, directly or indirectly, in connection with the Offer, and so doing may invalidate any related purported acceptance of the Offer. Persons wishing to accept the Offer must not use the mails of a Restricted Jurisdiction or any such means, instrumentality or facilities for any purpose, directly or indirectly, relating to acceptance of the Offer. Envelopes containing Forms of Acceptance, evidence of title or other related documents must not be postmarked in, or otherwise despatched from, a Restricted Jurisdiction and all acceptors must provide addresses outside a Restricted Jurisdiction for the

Save as provided in the remainder of this paragraph 4 of this Section B, a NewVoiceMedia Shareholder may be deemed not to have validly accepted the Offer if:

he/she does not make the relevant warranties set out in paragraph 1(C) of Section C of this Part 3; or

he/she completes Box 2 of the Form of Acceptance with an address in, or has a registered address in, a Restricted Jurisdiction and in either case he/she does not insert in Box 4 of the Form of Acceptance the name and address of a person or agent outside the Restricted Jurisdiction to whom he/she wishes the consideration to which he/she is entitled under the Offer to be sent, subject to the provisions of this paragraph 4.5 of this Section B and applicable laws; or

he/she inserts in Box 4 of the Form of Acceptance the name and address and/or telephone number of a person or agent in a Restricted Jurisdiction to whom he/she wishes the consideration to which he/she is entitled under the Offer to be sent; or

the Form of Acceptance received from him/her is in an envelope postmarked in, or otherwise appears to Vonage or its agents to have been sent from, a Restricted Jurisdiction.

If, in connection with the making of the Offer, notwithstanding the restrictions described above, any person (including without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this Offer Document, the Form of Acceptance or any related document in, into or from a Restricted Jurisdiction or uses the mails of or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, a Restricted Jurisdiction in connection with such forwarding, such person should:

inform the recipient of such fact;

explain to the recipient that such action may invalidate any purported acceptance by the recipient; and

draw the attention of the recipient to this paragraph 4 of this Section B.

The provisions of this paragraph 4 of this Section B and any other terms of the Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific NewVoiceMedia Shareholders or on a general basis by Vonage, with the prior written consent of NewVoiceMedia, in writing in its absolute discretion but only if Vonage is satisfied that such waiver, variance or modification will not constitute a breach of the NewVoiceMedia Articles, any applicable securities or other law.

Neither Vonage nor its advisers nor any person acting on behalf of any of them shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of acceptances of the Offer on any of the bases set out above or otherwise in connection therewith.

The provisions of this paragraph 4 of this Section B supersede any terms of the Offer inconsistent with them.

References in this paragraph 4 of this Section B to “a NewVoiceMedia Shareholder” shall include references to the person or persons executing a Form of Acceptance and, in the event of one or more persons executing a Form of Acceptance, the provisions of this paragraph 4 of this Section B shall apply to them jointly and to each of them.

Each NewVoiceMedia Shareholder by whom, or on whose behalf, the Form of Acceptance is executed and received by Computershare or by or on behalf of Vonage, irrevocably undertakes, warrants and agrees to and with Vonage (so as to bind him, his executors, personal representatives, heirs, successors and assignees) that:

the execution of the Form of Acceptance and its delivery to Computershare shall constitute, subject to the provisions of paragraph 4 of Section B of this Part 3:

an acceptance or deemed acceptance of the Offer in respect of all NewVoiceMedia Shares held by such NewVoiceMedia Shareholder;

an authority to Vonage or its agents to execute any further documents and give any further assurances which may be required in connection with any of effecting paragraph 1(A)(i) above and an undertaking to execute all or any further documents and/or give any such further assurances as may be required to enable Vonage to obtain the full benefit of this Section C of this Part 3 and/or to perfect any of the authorities expressed to be given under this Section C of this Part 3; and

conditional, and subject to, the Offer going unconditional, and effective only upon the First Closing Date, an irrevocable, unconditional and permanent waiver, release and discharge of the Vonage Group (and the NewVoiceMedia Group after the First Closing Date) from any and all actions, proceedings, claims, demands and costs, which relate to or arise out of such NewVoiceMedia Shareholder’s rights as a shareholder of NewVoiceMedia, other than any claims which arise in connection with the failure by Vonage to comply with its obligations hereunder (or if a party thereto, the Management Warranty Deed), including settlement of the consideration to which each NewVoiceMedia Shareholder is entitled as set out in paragraph 3.1 of Part 2 of this Offer Document,

such NewVoiceMedia Shareholder is the beneficial owner of the relevant NewVoiceMedia Shares sold pursuant to the Offer or, if it is not, has the right to dispose of the NewVoiceMedia Shares held by it and that such NewVoiceMedia Shares are sold fully paid and with full title guarantee free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights now and in the future attaching to them including the right to receive and retain all dividends, interest and other distributions declared, made or paid in the future and by his execution of the Form of Acceptance each NewVoiceMedia Shareholder shall be deemed to have expressly given the same covenants which are implied into a disposition made with full title guarantee by the Law of Property (Miscellaneous Provisions) Act 1994;

unless “No” is put in Box 3 of the Form of Acceptance, such NewVoiceMedia Shareholder:

if such NewVoiceMedia Shareholder is a citizen, resident or national of a jurisdiction outside of the United Kingdom has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other required consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that will or may result in Vonage or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or his acceptance thereof; or

(a)     is not a person located or resident in a Restricted Jurisdiction, does not hold any NewVoiceMedia Shares in respect of which he has accepted the Offer on behalf of any resident of a Restricted Jurisdiction and is not acting on behalf of a resident of a Restricted Jurisdiction for the account or benefit of any resident of a Restricted Jurisdiction or with a view to the offer, sale or delivery, directly or indirectly, of any in or into a Restricted Jurisdiction or to a resident of a Restricted Jurisdiction; and

has not received, mailed or otherwise transmitted, forwarded or sent, in whole or in part, copies or originals of this Offer Document, the Form of Acceptance or any related offering documents in, into or from a Restricted Jurisdiction and has not utilised in connection with the Offer, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, e-mail, facsimile, telex, telephone, the internet or other electronic transmission) of interstate or foreign commerce, or any facilities of a national securities exchange, of a Restricted Jurisdiction; and

the Form of Acceptance has not been mailed or otherwise sent in, into or from a Restricted Jurisdiction and such NewVoiceMedia Shareholder is accepting the Offer from outside a Restricted Jurisdiction;

no Leakage (other than Permitted Leakage) has been received by or on behalf of such NewVoiceMedia Shareholder,

the execution of the Form of Acceptance and its receipt by Computershare constitutes, subject to the Offer becoming wholly unconditional, a separate irrevocable authority and request (subject to paragraph 4 of Section B of this Part 3) to NewVoiceMedia or its agents, to procure the registration of the transfer of the NewVoiceMedia Shares pursuant to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to Vonage or as it may direct;

the execution of the Form of Acceptance and its receipt by Computershare will constitute, the irrevocable appointment of Vonage as such shareholder’s attorney and/or agent and

after the Offer has become unconditional in all respects:

Vonage or its agents shall be entitled to direct the exercise of any votes and any or all other rights and privileges attaching to any Acceptance Shares (including the right to requisition the convening of a general meeting of NewVoiceMedia or of any class of its shareholders);

the execution of the Form of Acceptance, subject to the Offer becoming wholly unconditional, constitutes separate and irrevocable:

authorities and requests to NewVoiceMedia or its agents from the holder of Acceptance Shares to send any notice, warrant, circular, document or other communication which may be required to be sent to him/her as a member of NewVoiceMedia (including any share certificates) in respect of the Acceptance Shares to Vonage at its registered office, and the irrevocable appointment of any director of Vonage or its agents as such holder of Acceptance Share’s agent or attorney to sign such documents and do such things as may in the opinion of such attorney and/or agent be necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the Acceptance Shares held by such holder of Acceptance Shares as such holder of Acceptance Share’s attorney and on his/her behalf;

authorities and requests to Vonage or its agents from such holder to sign any consent to short notice of a general meeting or separate class meeting on his/her behalf and/or to execute a form of proxy in respect of such Acceptance Shares appointing any person nominated by Vonage, to attend general meetings and separate class meetings of NewVoiceMedia or its members or any of them (and any adjournment) and to exercise the votes attaching to such Acceptance Shares on his behalf, such votes to be cast, where relevant, so far as possible to satisfy any outstanding condition of the Offer;

the agreement of such shareholder not to exercise any of such rights without the consent of Vonage and the irrevocable undertaking of such shareholder not to appoint a proxy or corporate representative for or to attend general meetings or separate class meetings of NewVoiceMedia Shareholder (or any adjournment);

authorities and requests to NewVoiceMedia or its agents to procure the registration of the transfer of the NewVoiceMedia Shares referred to in paragraph 1(A) above of this Section C pursuant to the Offer, and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to Vonage or as it may direct; and

to Vonage to procure the despatch by post of a cheque drawn on a branch of a UK clearing bank, or, at the option of Vonage, and subject to the NewVoiceMedia Shareholder having correctly completed Box 6 of the Form of Acceptance, an electronic transfer, in respect of the consideration due to him pursuant to his acceptance of the Offer;

he/she will deliver or procure delivery to Computershare at Corporate Actions Projects, Bristol BS99 6AH, his/her share certificate(s) and/ or other document(s) of title in respect of Acceptance Shares, or an indemnity acceptable to Vonage in lieu thereof, as soon as possible and in any event within four months of the Offer becoming unconditional in all respects;

the execution of the Form of Acceptance constitutes his or her irrevocable submission, in relation to all matters arising out of the Offer and the Form of Acceptance, to the exclusive jurisdiction of the courts of England or of such other court as Vonage or NewVoiceMedia may bring proceedings pursuant to paragraphs 3.15 or 3.16 of Section B of this Part 3; and

the terms and conditions to the Offer in this Offer Document shall be deemed to be incorporated in, and form part of, the Form of Acceptance, which shall be read and construed accordingly;

if he/she accepts the Offer, subject to the Offer becoming wholly unconditional:

he/she shall promptly, following request by or on behalf of Vonage, do all such acts and things as shall, in the opinion of Vonage, be necessary or expedient to vest in Vonage, or its nominee(s) or such other person as Vonage may decide, the Acceptance Shares; and accordingly grants power(s) of attorney and authorities on the terms conferred by or referred to in these paragraphs which are given by way of security for the performance of the obligations of such shareholder and which are irrevocable (in respect of powers of attorney, in accordance with section 4 of the Powers of Attorney Act 1971);

he/she agrees to ratify each and every act or thing which may be done or effected by Vonage or its respective directors or agents, as the case may be, in the exercise of any of his/her or their respective powers and/or authorities hereunder and to indemnity each such person from losses arising therefrom; and

if any provisions of Section B or this Section C of this Part 3 shall be unenforceable or invalid or shall not operate to afford Vonage or its respective directors or agents the benefit of the authority expressed to be given therein, he/she will with all practicable speed do all such acts and things and execute all such documents that may be required by them to enable them or any of them to secure the full benefit of Section B and this Section C of this Part 3.

References in this Section C of this Part 3 to a “NewVoiceMedia Shareholder” shall include references to the person or persons executing a Form of Acceptance and, in the event of more than one person executing a Form of Acceptance, the provisions of this Section C of this Part 3 shall apply to them jointly and to each of them. On execution, the Form of Acceptance shall take effect as a deed.

Copies of the following documents will be available for inspection at Osborne Clarke LLP, 2 Temple Back East, Temple Quay, Bristol BS1 6EG up to and including the First Closing Date (or, if applicable, the Drag Closing Date):

the NewVoiceMedia Articles;

the irrevocable undertakings to accept the Offer referred to in paragraph 5 of Part 2 of this document;

the Management Warranty Deed;

the Locked Box Accounts;

the Permitted Leakage schedule;

the Form of Acceptance; and

this Offer Document.