X0202 4 2006-05-30 0 0001272830 VONAGE HOLDINGS CORP VG 0001236049 NEA PARTNERS 10 L P 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Common Stock 2006-05-30 4 C 0 8500000 A 8500000 I See Note 2 Common Stock 2006-05-30 4 C 0 4000000 A 12500000 I See Note 2 Common Stock 2006-05-30 4 C 0 4750820 A 17250000 I See Note 2 Common Stock 2006-05-30 4 C 0 3841551 A 21092317 I See Note 2 Series B Preferred Stock 2006-05-30 4 C 0 2975000 D Common Stock 8500000 0 I See Note 2 Series C Preferred Stock 2006-05-30 4 C 0 1400000 D Common Stock 4000000 0 I See Note 2 Series D Preferred Stock 2006-05-30 4 C 0 1662787 D Common Stock 4750820 0 I See Note 2 Series E Preferred Stock 2006-05-30 4 C 0 1344543 D Common Stock 3841551 0 I See Note 2 Each share of Series B Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. The Reporting Person is the sole general partner of New Enterprise Associates 10, Limited Partnership, the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, of such portion of these shares in which the Reporting Person has no actual pecuniary interest therein. Each share of Series C Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. Each share of Series D Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. Each share of Series E Preferred Stock automatically converted into shares of Common Stock on an approximately 2.86 for 1 basis upon the closing of the Issuer's initial public offering. The expiration date is not relevant to the conversion of these securities. In addition to the shares reported herein, (i) New Enterprise Associates 10, Limited Partnership owns a convertible note for $11,416,250 convertible at a rate of $14.22 per share of Common Stock and (ii) New Enterprise Associates 11, L.P. owns a convertible note for $3,805,416.67 convertible at a rate of $14.22 per share of Common Stock. These holdings have been previously reported. Also, NEA Ventures 2003, L.P. owns 21,428 shares of Common Stock of the Issuer as a result of the conversion of the Series B Preferred Stock. The Reporting Person does not have voting nor dispositive powers over the holdings of New Enterprise Associates II, L.P. and NEA Ventures 2003, L.P. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein. Louis S. Citron as General Counsel, New Enterprise Associates 2006-06-01