0001047469-06-004820 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone)

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 1, 2005, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the "Company"), and John S. Rego (the "Executive").

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LEASE Lessor 23 MAIN STREET HOLMDEL ASSOCIATES LLC to: VONAGE USA INC. Lessee Building: 23 Main Street Holmdel, New Jersey
Lease • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone)

LEASE, is made the 24th day of March, 2005 between 23 MAIN STREET HOLMDEL ASSOCIATES LLC (“Lessor”) whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and VONAGE USA INC. whose address is 2147 Route 27, Edison, New Jersey 08817.

VONAGE HOLDINGS CORP. NONQUALIFIED STOCK OPTION AGREEMENT Under the 2001 Stock Incentive Plan
Nonqualified Stock Option Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware

VONAGE HOLDINGS CORP. (the “Company”), a Delaware corporation, hereby grants, effective as of , 20 (the “Effective Date”), to , (the “Optionee”) the right and option (the “Option”) to purchase up to shares of its Common Stock, $0.001 par value per share, at a price of $ per share, subject to the following terms and conditions.

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 7, 2006, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and Michael Snyder (the “Executive”).

VONAGE HOLDINGS CORP. INCENTIVE STOCK OPTION AGREEMENT Under the 2001 Stock Incentive Plan
Incentive Stock Option Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware

VONAGE HOLDINGS CORP. (the “Company”), a Delaware corporation, hereby grants, effective as of ________, 200__ (the “Effective Date”), to ________ (the “Optionee”) the right and option (the “Option”) to purchase up to ________ shares of its Common Stock, $0.001 par value per share, at a price of $_____ per share, subject to the following terms and conditions.

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone)

EMPLOYMENT AGREEMENT (the “Agreement”), amended and restated effective as of February 8, 2006, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and Jeffrey A. Citron (the “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of December 16, 2005 by and among Vonage Holdings Corp., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Investors attached hereto and any additional investors that execute an Addendum pursuant to Section 2.1(c) of the Subscription Agreement (as defined below) and are made parties thereto and hereto (individually, an "Investor" and collectively, the "Investors").

VONAGE HOLDINGS CORP. NONQUALIFIED STOCK OPTION AGREEMENT Under the 2001 Stock Incentive Plan
Nonqualified Stock Option Agreement • April 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware

VONAGE HOLDINGS CORP. (the “Company”), a Delaware corporation, hereby grants, effective as of __________ 200___ (the “Effective Date”), to ______ (the “Optionee”) the right and option (the “Option”) to purchase up to ______ shares of its Common Stock, $0.001 par value per share, at a price of $__ per share, subject to the following terms and conditions.

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