AGREEMENT

Exhibit 10.2

EXECUTION VERSION

AGREEMENT

This AGREEMENT (this “Agreement”) is entered into as of November 2, 2010, by and among Vonage America Inc. (“Vonage America”), Vonage Holdings Corp. (“Holdings”) ( each of Holdings and Vonage America are referred to hereinafter each individually as a “Co-Issuer” and individually and collectively, jointly and severally, as the “Co-Issuers”), each Person listed on the signature pages hereto as “Holders” (collectively, the “Holders” and each a “Holder” and, together with the Co-Issuers, collectively, the “Parties”).

Reference is hereby made to (i) the Third Lien Note Purchase Agreement (the “Note Purchase Agreement”), dated as of October 19, 2008, by and among Vonage America, Holdings, certain subsidiaries of Holdings as guarantors, the purchasers party thereto and Silver Point Finance, LLC, as note agent and collateral agent (“Silver Point” and in such capacities, the “Note Agent”), (ii) the First Lien Credit and Guaranty Agreement (as amended pursuant to the Consent and Waiver Under First Lien Credit Agreement dated as of May 19, 2010, and as further amended in accordance with the terms of the Master Agreement (as defined below), the “First Lien Credit Agreement”), dated as of October 19, 2008, by and among Vonage America, Holdings, certain subsidiaries of Holdings, as guarantors, the lenders party thereto (the “First Lien Lenders”) and Silver Point, as administrative agent and collateral agent for the First Lien Lenders (in such capacities, the “First Lien Agent”), (iii) the Second Lien Credit and Guaranty Agreement (as amended pursuant to the Consent and Waiver Under Second Lien Credit Agreement dated as of May 19, 2010, and as further amended in accordance with the terms of the Master Agreement, the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, collectively, the “Credit Agreements”), dated as of October 19, 2008, by and among Vonage America, Holdings, certain subsidiaries of Holdings as guarantors, the lenders party thereto (the “Second Lien Lenders”) and Silver Point, as administrative agent and collateral agent for the Second Lien Lenders (in such capacities, the “Second Lien Agent”) and (iv) the Master Agreement (the “Master Agreement”), dated as of November 2, 2010, by and among Vonage America, Holdings, certain subsidiaries of Holdings, the Second Lien Lenders, certain of the First Lien Lenders, the First Lien Agent, the Second Lien Agent and the other parties thereto. Capitalized terms used herein without definition are used as defined in the Note Purchase Agreement.

WHEREAS, Vonage America and Holdings intend to repay or otherwise refinance their obligations under the Credit Agreements pursuant to the terms and conditions set forth in the Master Agreement (the “Refinancing”);

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Holders have agreed that, in consideration of the Co-Issuers paying the Consideration Amount (as defined below) and for other valuable consideration the receipt of which is hereby confirmed, each Holder’s Holder Notes (as defined below) shall, as of the Early Conversion Date (as defined below), be converted in full to Common Stock and the Co-Issuers and the other Credit Parties shall be released from any further obligations or liabilities with respect to such Notes under the Note Purchase Agreement or any other Credit Documents.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto covenant and agree as follows:

“Consideration Amount” means an amount equal to $2,237,000 (representing a 7.65% reinvestment rate, computed in accordance with the discount cash flow valuation set forth in Exhibit 1 to this Agreement).

“Early Conversion Date” means the date on which the Holder Notes are converted to Common Stock pursuant to Section 2 hereof.

As of the date hereof, each Holder is the holder of the aggregate principal amount of Notes set forth adjacent to its signature block on the signature pages hereto (together with any Notes acquired by each such Holder or any of its affiliates after the date hereof) (with respect to each Holder, collectively, “Holder Notes”).

The Co-Issuers agree to give notice in writing to each Holder of the intended Early Conversion Date at least 3 Trading Days prior to that date (the “Conversion Day Notice”).

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Each Holder hereby acknowledges that upon the satisfaction by the Co-Issuers of all of their obligations under Section 2.1 above:

Each Holder, severally and not jointly, hereby represents and warrants to the Co-Issuers, as of the date hereof, that (a) such Holder is either (i) an “accredited investor” (pursuant to Rule 501(a) of Regulation D under the Securities Act) and was not formed for the specific purpose of acquiring the Settlement Shares or (ii) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (b) such Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement whose fees the Co-Issuers would be required to pay and (c) such Holder has conducted its own investigation of the Co-Issuers and the terms of the Settlement Shares, has had access to Holdings’ public filings with the SEC and to such financial and other information deemed by such Holder necessary in connection with the decision to purchase the Settlement Shares.

Each Co-Issuer hereby represents and warrants to the Holders, as of the date hereof, that since the issuance of the Notes, no adjustment has been made to the Applicable Conversion Rate pursuant to Section 10.4 of the Note Purchase Agreement and no event has occurred that would have otherwise required such adjustment.

Each Holder agrees that, prior to the first Business Day after the Early Conversion Date, it shall not sell, transfer, assign or otherwise dispose of any of its Holder Notes or any of its related claims and rights arising out of or in connection with or otherwise relating to its Holder Notes, the Note Purchase Agreement or any of the Credit Documents, or any option thereon or any right or interest with respect thereto, except to a holder reasonably acceptable

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to the Co-Issuers who agrees prior to such sale, transfer, assignment or other disposition to be bound by all of the terms of this Agreement with respect to the relevant Holder Notes or other rights relating thereto being transferred to or otherwise acquired by such holder.

This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

THE PARTIES HERETO HEREBY CONSENT, UNCONDITIONALLY AND IRREVOCABLY, TO THE NONEXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF NEW YORK AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY PROCEEDING RELATING TO ANY MATTER, CLAIM OR DISPUTE ARISING UNDER THIS AGREEMENT IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

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

SIGNATURE PAGE TO VONAGE AGREEMENT RE. THIRD LIEN NOTES CONVERSION

SIGNATURE PAGE TO VONAGE AGREEMENT RE. THIRD LIEN NOTES CONVERSION

SIGNATURE PAGE TO VONAGE AGREEMENT RE. THIRD LIEN NOTES CONVERSION

EXHIBIT 1

DISCOUNTED CASH FLOW VALUATION

EXHIBIT 2

ACCRUED INTEREST