VONAGE HOLDINGS CORP. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 14, 2019 1.75% Convertible Senior Notes due 2024Indenture • June 14th, 2019 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
INDENTURE dated as of June 14, 2019 between VONAGE HOLDINGS CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 2nd, 2018 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
Schedule 2.01 ‑ Commitments Schedule 2.06 ‑ Existing Letters of Credit Schedule 3.06 ‑ Material Litigation Schedule 3.17(d) ‑ Infringed Proprietary Rights Schedule 5.12 ‑ List of Guarantors Schedule 5.16 - Post-Closing Matters Schedule 6.01(b) ‑ Existing Liens Schedule 6.02(d) ‑ Existing Indebtedness Schedule 6.03(f) ‑ Existing Investments Schedule 6.09 ‑ Burdensome Agreements
AGREEMENT AND PLAN OF MERGER among VONAGE HOLDINGS CORP., TELEFONAKTIEBOLAGET LM ERICSSON (PUBL) and ERICSSON MUON HOLDING INC. Dated as of November 22, 2021Merger Agreement • November 22nd, 2021 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of November 22, 2021, by and among Vonage Holdings Corp., a Delaware corporation (the “Company”), Telefonaktiebolaget LM Ericsson (publ), an entity organized and existing under the Laws of Sweden (“Parent”), and Ericsson Muon Holding Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”).
Bank of America, N.A. c/o BofA Securities, Inc. One Bryant Park New York, NY 10036 Attn: Robert Stewart, Assistant General Counsel Telephone: Facsimile: June 11, 2019 To: Vonage Holdings Corp. Holmdel, New Jersey 07733 Attention: Randy K. Rutherford,...Base Call Option Transaction • June 14th, 2019 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 2015 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
Deutsche BankBase Call Option Transaction • June 14th, 2019 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2010 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of the 24th day of March, 2010, by and between Vonage Holdings Corp., a Delaware corporation (the “Corporation), and Barry L. Rowan (the “Indemnitee”), a director or officer of the Corporation.
Vonage Holdings Corp. 31,250,000 Shares Plus an option to purchase from the Company up to 4,687,500 additional Securities to cover over-allotments Common Stock ($0.001 par value) Form of Underwriting AgreementUnderwriting Agreement • May 8th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
Citigroup Global Markets Inc. Deutsche Bank Securities Inc. UBS Securities LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
CREDIT AGREEMENTCredit Agreement • November 5th, 2014 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
Schedule 2.01 ‑ Commitments Schedule 2.06 ‑ Existing Letters of Credit Schedule 3.06 ‑ Material Litigation Schedule 3.17(d) ‑ Infringed Proprietary Rights Schedule 5.12 ‑ List of Guarantors Schedule 6.01(b) ‑ Existing Liens Schedule 6.02(d) ‑ Existing Indebtedness Schedule 6.03(f) ‑ Existing Investments Schedule 6.09 ‑ Burdensome Agreements
EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2013 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New Jersey
THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered into this April 25, 2013, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and David T. Pearson (the “Executive”).
VONAGE HOLDINGS CORP. NONQUALIFIED STOCK OPTION AGREEMENT (SIGN-ON GRANT)Nonqualified Stock Option Agreement • August 11th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This Agreement, effective as of the Date of Award set forth above, represents the grant of Nonqualified Stock Options by Vonage Holdings Corp., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Vonage Holdings Corp. 2006 Incentive Plan (the “Plan”). Capitalized terms have the meanings ascribed to them under the Plan, unless specifically set forth herein.
EMPLOYMENT AGREEMENTEmployment 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").
AGREEMENT AND PLAN OF MERGER BY AND AMONG VONAGE HOLDINGS CORP., NEPTUNE ACQUISITION CORP., NEXMO INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE REPRESENTATIVEMerger Agreement • May 5th, 2016 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware
VONAGE HOLDINGS CORP. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 7th, 2010 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This Agreement, effective as of the Date of Award set forth above, represents the grant of Nonqualified Stock Options by Vonage Holdings Corp., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Vonage Holdings Corp. 2006 Incentive Plan (the “Plan”). Capitalized terms have the meanings ascribed to them under the Plan, unless specifically set forth herein.
CREDIT AGREEMENT dated as of July 29, 2011 among VONAGE AMERICA INC. and VONAGE HOLDINGS CORP. as the Borrowers, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and RBS CITIZENS, N.A., as Syndication Agent J.P. MORGAN...Credit Agreement • August 3rd, 2011 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT dated as of July 29, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by VONAGE AMERICA INC., a Delaware corporation (“Vonage America”), VONAGE HOLDINGS CORP., a Delaware corporation (“Holdings” and, together with Vonage America, the “Borrowers” and each a “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrowers and the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2009 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New Jersey
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 1, 2009, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and John S. Rego (the “Executive”).
SETTLEMENT AND PATENT LICENSE AGREEMENT Cover SheetSettlement and Patent License Agreement • March 17th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This Patent License Agreement (the “Agreement”) consists of this Cover Sheet, the attached General Terms and Conditions and any schedules (each, a “Schedule”) referenced in the General Terms and Conditions. The provisions of each Schedule shall be construed so as to be fully consistent with all of the provisions of the General Terms and Conditions and, in the case of any conflict, the General Terms and Conditions shall prevail unless a Schedule is separately executed by both Parties and expressly amends particular provisions of the General Terms and Conditions, in which case the amendments of such Schedule shall prevail over such particular provisions of the General Terms and Conditions.
ContractVoting Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
VOTING AGREEMENT, dated as of September 28, 2008 (this “Agreement”) between Vonage Holdings Corp., a Delaware corporation (the “Company”) and [ ] (the “Stockholder”).
Vonage Strengthens UCaaS Business Through Agreement to Acquire Simple Signal Inc.Acquisition Agreement • March 16th, 2015 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
HOLMDEL, N.J., March 16, 2015 – Vonage Holdings Corp. (NYSE: VG) (“the Company”), a leading provider of cloud communications services for consumers and businesses, has entered into a definitive agreement to acquire privately-held Simple Signal Inc. ("SimpleSignal"), a leading provider of Unified Communications-as-a-Service (UCaaS) and collaboration solutions to small and medium businesses (SMBs), for a purchase price of $25.25 million.
LICENSE AND MANAGED SERVICES AGREEMENT BETWEEN VONAGE NETWORK LLC AND AMDOCS SOFTWARE SYSTEMS LIMITED AND AMDOCS, INC. December 23, 2009License and Managed Services Agreement • September 29th, 2010 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
THIS LICENSE AND MANAGED SERVICES AGREEMENT (“Agreement” as further defined below) is made as of the 23rd day of December, 2009 (the “Effective Date”) by and among Vonage Network LLC, a limited liability company incorporated under the laws of Delaware, having its principal offices at 23 Main St., Holmdel, NJ, 07733 (“Company”), Amdocs Software Systems Limited, a company incorporated under the laws of Ireland, having its principal offices at 1 First Floor, Block S, East Point Business Park Dublin 3, Ireland (“ASSL”), and Amdocs, Inc., a company incorporated under the laws of the State of Delaware, having its principal offices at 1390 Timberlake Manor Parkway, Chesterfield, Missouri, 63017 (“INC”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2020 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered into this June 5, 2020, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and Rory Read (the “Executive”).
AMENDMENT TO OFFER LETTER KIMBERLY O’LOUGHLINOffer Letter Amendment • February 17th, 2011 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
THIS AMENDMENT (the “Amendment”) is entered into this 25th day of December, 2010 by and among Vonage America, Inc. (the “Company”) and Kimberly O’Loughlin (the “Executive”).
VONAGE HOLDINGS CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 17th, 2007 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This Agreement, effective as of the Date of Award set forth above, represents the grant of Restricted Stock Units by Vonage Holdings Corp., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Vonage Holdings Corp. 2006 Incentive Plan (the “Plan”). Capitalized terms have the meanings ascribed to them under the Plan, unless specifically set forth herein.
CREDIT AGREEMENT Dated as of December 14, 2010 among VONAGE AMERICA INC. and VONAGE HOLDINGS CORP. as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,...Credit Agreement • December 15th, 2010 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 14, 2010 among VONAGE AMERICA INC., a Delaware corporation (“Vonage America”), VONAGE HOLDINGS CORP., a Delaware corporation (“Holdings” and, together with Vonage America, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 7th, 2006 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This Agreement, effective as of the Date of Award set forth above, represents the grant of Restricted Stock Units by Vonage Holdings Corp., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Vonage Holdings Corp. 2006 Incentive Plan (the “Plan”). Capitalized terms have the meanings ascribed to them under the Plan, unless specifically set forth herein.
AMENDMENT TO OFFER LETTER NICK LAZZAROOffer Letter • February 17th, 2011 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
THIS AMENDMENT (the “Amendment”) is entered into this 30th day of December, 2010 by and among Vonage Network LLC (the “Company”) and Nick Lazzaro (the “Executive”).
AMENDMENT NO. 1 Dated as of March 11, 2019 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 31, 2018Credit Agreement • March 15th, 2019 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of March 11, 2019 by and among Vonage America Inc., a Delaware corporation (“Vonage America”), Vonage Holdings Corp., a Delaware corporation (“Holdings” and, together with Vonage America, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Second Amended and Restated Credit Agreement dated as of July 31, 2018 by and among the Borrowers, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
FIRST AMENDMENT TO SERVICES AMENDMENTServices Agreement • December 18th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
This First Amendment to Services Agreement (“First Amendment”) is made effective as of the 10th day of May, 2006 (“Effective Date”), by and between Third Party Verification, Inc. (“3PV”), 220 E. Central Parkway, Suite 3000, Altamonte Springs, FL 32701; and Vonage Holdings Corporation, a Delaware corporation and its successors and assigns (collectively “Vonage”).
SECOND AMENDMENT TO OFFER LETTER NICK LAZZAROOffer Letter • August 1st, 2012 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
THIS SECOND AMENDMENT (the “Amendment”) is entered into this 17th day of April, 2012 by and among Vonage Network LLC (the “Company”) and Nick Lazzaro (the “Executive”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 14th, 2007 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New Jersey
This CONFIDENTIAL SEPARATION AGREEMENT and GENERAL RELEASE (hereinafter referred to as the “Agreement”) is made and entered into by and between Michael Snyder (“Executive”) and Vonage Holdings Corp. (defined herein to include, its affiliates, subsidiaries, predecessors, and successors and hereinafter referred to as “Vonage” or “the Company”), effective as of April 12, 2007 (the “Effective Date”). Executive and Vonage are hereafter referred to as the “Parties.”
February 24, 2015 Barbara Goodstein Apartment #13B New York, NY 10024 Dear Barbara:Separation Agreement • May 7th, 2015 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
This letter sets forth the terms and conditions of your termination of employment from Vonage Holdings Corp. (the “Company”) effective as of January 30, 2015 (the “Separation Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2007 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware
This Agreement is made as of the [ ] day of [ ], by and between Vonage Holdings Corp., a Delaware corporation (the “Corporation), and [ ] (the “Indemnitee”), a director or officer of the Corporation.
In accordance with Items 601(a)(6) and 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted because the information (i) is not material and (ii) is information that is considered private or confidential. The omissions have...Transition, Separation and Release Agreement • May 6th, 2021 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • California
This Transition, Separation and Release Agreement (the “Agreement”), dated March 24, 2021, is made by and between Omar Javaid (“you”) and Vonage Holding Corporation (together with Vonage America, Inc. the “Company”). This Agreement is effective on the 8th day after you sign it, provided you do not revoke it before that day in accordance with Section 8(b) of this Agreement (the “Effective Date”). If you do not sign this Agreement by 21 days from the date it was first presented to you (the “Expiration Date”), it will be null and void and can no longer be accepted by you.
RENEWAL AGREEMENTRenewal Agreement • February 27th, 2020 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
This RENEWAL AGREEMENT (the “Renewal Agreement”), dated as of February 26, 2020, is made and entered into by VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company (together with its Affiliates “Legion Partners”), and each of the other persons listed on the signature page to this Renewal Agreement (collectively with Legion Partners and together with any other Affiliates of Legion Partners, the “Investor Group” and each individually, an “Investor”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2016 • Vonage Holdings Corp • Telephone communications (no radiotelephone)
THIS AMENDMENT (the “Amendment”) is entered into this 17th day of December, 2015 by and among Vonage Holdings Corp., a Delaware corporation (the “Company”), and Alan Masarek (the “Executive”) to be effective as of October 6, 2015.
