**Exhibit 4.5****FORM OF WARRANT**           **Shares of Common Stock**    **Name of Holder** **Subject to Warrant**  **Purchase Price** Warburg, Pincus Equity Partners, L.P.  6,011,509  $0.0667 Warburg, Pincus Netherlands Equity Partners I, CV  318,066  $0.0667 Warburg, Pincus Netherlands Equity Partners III, CV  31,808  $0.0667 
 

 
REPLACEMENT WARRANT**WARRANT****THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BETRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH,IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEUSTAR, INC., QUALIFIES AS AN EXEMPTTRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.****NEUSTAR, INC.****Common Stock Purchase Warrant**     NEUSTAR, INC.,a Delaware corporation (the “Company”), hereby certifies that, for valuereceived, (the “Holder”), or its assigns, is entitled, subject tothe terms set forth below, to purchase from the Company, at any time and from time to timebeginning on December 7, 1999 and ending on December 7, 2009, in whole or in part, an aggregate of[_______]fully paid and non-assessable shares of the Class A Common Stock, par value $0.001per share, of the Company (the “Common Stock”) at a purchase price, subject to the provisions ofParagraph 3 hereof, of $0.0667 per share (the “Purchase Price”). The Purchase Price and the numberand character of such shares are subject to adjustment as provided below, and the term “CommonStock” shall include, unless the context otherwise requires, the stock or other securities orproperty at the time deliverable upon the exercise of this Warrant. This Warrant is herein calledthe “Warrant.” This Warrant replaces and supersedes the warrant originally issued by the Companyto the Holder on December 7, 1999 (the “Original Warrant”), and reflects all adjustments in respectof the previous recapitalizations of the Company effected in the years 2000 and 2005, respectively,as provided under the terms and provisions of the Original Warrant.     1. **EXERCISE OF WARRANT**. The purchase rights evidenced by this Warrant shall be exercised bythe holder surrendering this Warrant, with the form of subscription at the end hereof duly executedby such holder, to the Company at its office at 46000 Center Oak Plaza, Sterling, VA 20166,accompanied by payment, of an amount (the “Exercise Payment”) equal to the Purchase Pricemultiplied by the number of shares being purchased pursuant to such exercise, payable as follows:(a) by payment to the Company in cash, by certified or official bank check, or by wire transfer ofthe Exercise Payment, (b) by surrender to the Company for cancellation of securities of the Companyhaving a Market Price (as hereinafter defined) on the date of exercise equal to the ExercisePayment; or (c) by a combination of the methods described in clauses (a) and (b) above. In lieu ofexercising the Warrant, the holder may elect to receive a payment equal to the difference between(i) the Market Price multiplied by the number of shares as to which the payment is then beingelected and (ii) the exercise price with respect to such shares, payable by the Company to theHolder only in shares of Common Stock valued at the Market Price on the date of exercise. Forpurposes hereof, the term “Market Price” shall mean the average closing price of a share of Common
 

 
Stock for the 15 consecutive trading days preceding such day on the principal national securitiesexchange on which the shares of Common Stock or securities are listed or admitted to trading or, ifnot listed or admitted to trading on any national securities exchange, the average of the reportedbid and asked prices during such 15 trading day period in the over-the-counter market as furnishedby the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business ofreporting such prices, as furnished by any member of the National Association of SecuritiesDealers, Inc. selected by the Company or, if the shares of Common Stock or securities are notpublicly traded, the Market Price for such day shall be the fair market value thereof determinedjointly by the Company and the holder of this Warrant; provided, however, that if such parties areunable to reach agreement within a reasonable period of time, the Market Price shall be determinedin good faith by the independent investment banking firm selected jointly by the Company and theholder of this Warrant or, if that selection cannot be made within 15 days, by an independentinvestment banking firm selected by the American Arbitration Association in accordance with itsrules.     1.1 Partial Exercise. This Warrant may be exercised for less than the full number ofshares of Common Stock, in which case the number of shares receivable upon the exercise of thisWarrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall beproportionately reduced. Upon any such partial exercise, the Company at its expense will forthwithissue to the holder hereof a new Warrant or Warrants of like tenor calling for the number of sharesof Common Stock as to which rights have not been exercised, such Warrant or Warrants to be issuedin the name of the holder hereof or his nominee (upon payment by such holder of any applicabletransfer taxes).     2. **DELIVERY OF STOCK CERTIFICATES ON EXERCISE**. As soon as practicable after the exercise ofthis Warrant and payment of the Purchase Price, and in any event within ten (10) days thereafter,the Company, at its expense, will cause to be issued in the name of and delivered to the holderhereof a certificate or certificates for the number of fully paid and non-assessable shares orother securities or property to which such holder shall be entitled upon such exercise, plus, inlieu of any fractional share to which such holder would otherwise be entitled, cash in an amountdetermined in accordance with Paragraph 3.9 hereof. The Company agrees that the shares sopurchased shall be deemed to be issued to the holder hereof as the record owner of such shares asof the close of business on the date on which this warrant shall have been surrendered and paymentmade for such shares as aforesaid.     3. **ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS**. In order to prevent dilution of the rightgranted hereunder, the Purchase Price shall be subject to adjustment from time to time inaccordance with this Paragraph 3. Upon each adjustment of the Purchase Price pursuant to thisParagraph 3, the registered holder of this Warrant shall thereafter be entitled to acquire uponexercise, at the Purchase Price resulting from such adjustment, the number of shares of theCompany’s Common Stock obtainable by multiplying the Purchase Price in effect immediately prior tosuch adjustment by the number of shares of the Company’s Common Stock acquirable immediately priorto such adjustment and dividing the product thereof by the Purchase Price resulting from suchadjustment.     3.1 Adjustment for Issue or Sale of Common Stock at Less than Purchase Price. Exceptas provided in Paragraph 3.2 or 3.5 below, if and whenever on or after the date of issuance hereofthe Company shall issue or sell, or shall in accordance with subparagraphs 3.1(1) to (9),inclusive, be deemed to have issued or sold, any shares of its Common Stock for a
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consideration pershare less than the Purchase Price in effect immediately prior to the time of such issue or sale,then forthwith upon such issue or sale (the “Triggering Transaction”), the Purchase Price shall,subject to subparagraphs (1) to (9) of this Paragraph 3.1, be reduced to the price (calculated tothe nearest tenth of a cent) determined by dividing:     (a) an amount equal to the sum of (x) the product derived by multiplying the Number of CommonShares Deemed Outstanding immediately prior to such Triggering Transaction by the Purchase Pricethen in effect, plus (y) the consideration, if any, received by the Company upon consummation ofsuch Triggering Transaction, by     (b) an amount equal to the sum of (x) the Number of Common Shares Deemed Outstandingimmediately prior to such Triggering Transaction plus (y) the number of shares of Common Stockissued (or deemed to be issued in accordance with subparagraphs 3.1(1) to (9)) in connection withthe Triggering Transaction.     For purposes of this Paragraph 3, the term “Number of Common Shares Deemed Outstanding” at anygiven time shall mean the sum of (i) the number of shares of the Company’s Common Stock outstandingat such time, (ii) the number of shares of Common Stock issuable assuming conversion at such timeof the outstanding shares of Class B Common Stock, par value $0.001 per share, of the Company (the“Class B Common Stock”), (iii) the number of shares of the Company’s Common Stock deemed to beoutstanding under subparagraphs 3.1(1) to (9), inclusive, at such time and (iv) (withoutduplication) the number of shares of Common Stock issuable with respect to any securities of thetypes described in items (i) and (ii) of Paragraph 3.5 outstanding at such time.     For purposes of determining the adjusted Purchase Price under this Paragraph 3.1, thefollowing subsections (1) to (9), inclusive, shall be applicable:     (1) In case the Company at any time shall in any manner grant (whether directly or byassumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options forthe purchase of, Common Stock or any stock or other securities convertible into or exchangeable forCommon Stock (such rights or options being herein called “Options” and such convertible orexchangeable stock or securities being herein called “Convertible Securities”), whether or not suchOptions or the right to convert or exchange any such Convertible Securities are immediatelyexercisable and the price per share for which the Common Stock is issuable upon exercise,conversion or exchange (determined by dividing (x) the total amount, if any, received or receivableby the Company as consideration for the granting of such options, plus the minimum aggregate amountof additional consideration payable to the Company upon the exercise of all such Options, plus, inthe case of such Options which relate to Convertible Securities, the minimum aggregate amount ofadditional consideration, if any, payable upon the issue or sale of such Convertible Securities andupon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stockissuable upon the exercise of such Options or the conversion or exchange of such ConvertibleSecurities) shall be less than the Purchase Price in effect immediately prior to the time of thegranting of such Option, then the total maximum amount of Common Stock issuable upon the exerciseof such Options, or, in the case of options for Convertible Securities, upon the conversion orexchange of such Convertible Securities, shall (as of the date of granting of such Options) bedeemed to be outstanding and to
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have been issued and sold by the Company for such price per share.No adjustment of the Purchase Price shall be made upon the actual issue of such shares of CommonStock or such Convertible Securities upon the exercise of such Options, except as otherwiseprovided in subparagraph (3) below.     (2) In case the Company at any time shall in any manner issue (whether directly or byassumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rightsto exchange or convert thereunder are immediately exercisable, and the price per share for whichCommon Stock is issuable upon such conversion or exchange (determined by dividing (x) the totalamount received or receivable by the Company as consideration for the issue or sale of suchConvertible Securities, plus the minimum aggregate amount of additional consideration, if any,payable to the Company upon the conversion or exchange thereof, by (y) the total maximum number ofshares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities)shall be less than the Purchase Price in effect immediately prior to the time of such issue orsale, then the total maximum number of shares of Common Stock issuable upon conversion or exchangeof all such Convertible Securities shall (as of the date of the issue or sale of such ConvertibleSecurities) be deemed to be outstanding and to have been issued and sold by the Company for suchprice per share. No adjustment of the Purchase Price shall be made upon the actual issue of suchCommon Stock upon exercise of the rights to exchange or convert under such Convertible Securities,except as otherwise provided in subparagraph (3) below.     (3) If the purchase price provided for in any Options referred to in subparagraph (1), theadditional consideration, if any, payable upon the conversion or exchange of any ConvertibleSecurities referred to in subparagraphs (1) or (2), or the rate at which any Convertible Securitiesreferred to in subparagraph (1) or (2) are convertible into or exchangeable for Common Stock shallchange at any time (other than under or by reason of provisions designed to protect againstdilution of the type set forth in Paragraph 3.1 or 3.3), the Purchase Price in effect at the timeof such change shall forthwith be readjusted to the Purchase Price which would have been in effectat such time had such Options or Convertible Securities still outstanding provided for such changedpurchase price, additional consideration or conversion rate, as the case may be, at the timeinitially granted, issued or sold. If the purchase price provided for in any Option referred to insubparagraph (1) or the rate at which any Convertible Securities referred to in subparagraphs (1)or (2) are convertible into or exchangeable for Common Stock, shall be reduced at any time under orby reason of provisions with respect thereto designed to protect against dilution, then in case ofthe delivery of Common Stock upon the exercise of any such Option or upon conversion or exchange ofany such Convertible Security, the Purchase Price then in effect hereunder shall forthwith beadjusted to such respective amount as would have been obtained had such Option or ConvertibleSecurity never been issued as to such Common Stock and had adjustments been made upon the issuanceof the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustmentthe Purchase Price then in effect hereunder is hereby reduced.     (4) On the expiration of any Option or the termination of any right to convert or exchange anyConvertible Securities, the Purchase Price then in effect hereunder shall forthwith be increased tothe Purchase Price which would have been in effect at the time of such expiration or terminationhad such Option or Convertible Securities, to the extent outstanding immediately prior to suchexpiration or termination, never been issued.
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     (5) In case any Options shall be issued in connection with the issue or sale of othersecurities of the Company, together comprising one integral transaction in which no specificconsideration is allocated to such Options by the parties thereto, such Options shall be deemed tohave been issued without consideration.     (6) In case any shares of Common Stock, Options or Convertible Securities shall be issued orsold or deemed to have been issued or sold for cash, the consideration received therefor shall bedeemed to be the amount received by the Company therefor. In case any shares of Common Stock,Options or Convertible Securities shall be issued or sold for a consideration other than cash, theamount of the consideration other than cash received by the Company shall be the fair value of suchconsideration as determined in good faith by the Board of Directors of the Company. In case anyshares of Common Stock, Options or Convertible Securities shall be issued in connection with anymerger in which the Company is the surviving corporation, the amount of consideration thereforshall be deemed to be the fair value of such portion of the net assets and business of thenon-surviving corporation as shall be attributed by the Board of Directors of the Company in goodfaith to such Common Stock, Options or Convertible Securities, as the case may be.     (7) The number of shares of Common Stock outstanding at any given time shall not includeshares owned or held by or for the account of the Company, and the disposition of any shares soowned or held shall be considered an issue or sale of Common Stock for the purpose of thisParagraph 3.1.     (8) In case the Company shall declare a dividend or make any other distribution upon the stockof the Company payable in Options or Convertible Securities, then in such case any Options orConvertible Securities, as the case may be, issuable in payment of such dividend or distributionshall be deemed to have been issued or sold without consideration.     (9) For purposes of this Paragraph 3.1, in case the Company shall take a record of the holdersof its Common Stock for the purpose of entitling them (x) to receive a dividend or otherdistribution payable in Common Stock, Options or in Convertible Securities, or (y) to subscribe foror purchase Common Stock, Options or Convertible Securities, then such record date shall be deemedto be the date of the issue or sale of the shares of Common Stock deemed to have been issued orsold upon the declaration of such dividend or the making of such other distribution or the date ofthe granting of such right or subscription or purchase, as the case may be.     3.2 Dividends Not Paid Out of Earnings or Earned Surplus. In the event the Companyshall declare a dividend upon the Common Stock (other than a dividend payable in Common Stock)payable otherwise than out of earnings or earned surplus, determined in accordance with generallyaccepted accounting principles, including the making of appropriate deductions for minorityinterests, if any, in subsidiaries (herein referred to as “Liquidating Dividends”), then, as soonas possible after the exercise of this Warrant, the Company shall pay to the person exercising suchWarrant an amount equal to the aggregate value at the time of such exercise of all LiquidatingDividends (including but not limited to the Common Stock which would have been issued at the timeof such earlier exercise and all other securities which would have been issued with respect to suchCommon Stock by reason of stock splits, stock dividends, mergers or reorganizations, or for anyother reason). For the purposes of this Paragraph 3.2, a
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dividend other than in cash shall beconsidered payable out of earnings or earned surplus only to the extent that such earnings orearned surplus are charged an amount equal to the fair value of such dividend as determined in goodfaith by the Board of Directors of the Company.     3.3 Subdivisions and Combinations. In case the Corporation shall at any time (i)subdivide the outstanding Common Stock or (ii) issue a stock dividend on its outstanding CommonStock, the Purchase Price in effect immediately prior to such subdivision or dividend shall beproportionately reduced by the same ratio as the subdivision or dividend. In case the Corporationshall at any time combine its outstanding Common Stock, the Purchase Price in effect immediatelyprior to such combination shall be proportionately increased by the same ratio as the combination.     3.4 Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If anycapital reorganization or reclassification of the capital stock of the Company, or consolidation ormerger of the Company with another corporation, or the sale of all or substantially all of itsassets to another corporation shall be effected in such a way that holders of Common Stock shall beentitled to receive stock, securities, cash or other property with respect to or in exchange forCommon Stock, then, as a condition of such reorganization, reclassification, consolidation, mergeror sale, lawful and adequate provision shall be made whereby the holder of this Warrant shall havethe right to acquire and receive upon exercise of this Warrant such shares of stock, securities,cash or other property issuable or payable (as part of the reorganization, reclassification,consolidation, merger or sale) with respect to or in exchange for such number of outstanding sharesof the Company’s Common Stock as would have been received upon exercise of this Warrant at thePurchase Price then in effect. The Company will not effect any such consolidation, merger or sale,unless prior to the consummation thereof the successor corporation (if other than the Company)resulting from such consolidation or merger or the corporation purchasing such assets shall assumeby written instrument mailed or delivered to the holder of this Warrant at the last address of suchholder appearing on the books of the Company, the obligation to deliver to such holder such sharesof stock, securities or assets as, in accordance with the foregoing provisions, such holder may beentitled to purchase. If a purchase, tender or exchange offer is made to and accepted by theholders of more than 50% of the outstanding shares of Common Stock of the Company, the Companyshall not effect any consolidation, merger or sale with the person having made such offer or withany Affiliate of such person, unless prior to the consummation of such consolidation, merger orsale the holder of this Warrant shall have been given a reasonable opportunity to then elect toreceive upon the exercise of this Warrant either the stock, securities or assets then issuable withrespect to the Common Stock of the Company or the stock, securities or assets, or the equivalent,issued to previous holders of the Common Stock in accordance with such offer. For purposes hereofthe term “Affiliate” with respect to any given person shall mean any person controlling, controlledby or under common control with the given person.     3.5 No Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions ofthis Section 3 shall not apply to any Common Stock issued, issuable or deemed outstanding undersubparagraphs 3.1(1) to (9) inclusive: (i) to any person pursuant to any stock option, stockpurchase or similar plan or arrangement for the benefit of employees, consultants or directors ofthe Company or its subsidiaries in effect on the date of issuance hereof, (ii) pursuant to options,
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warrants and conversion rights in existence on the date of issuance hereof or (iii) on conversionof the Class B Common Stock.     3.6 Notices of Record Date, Etc. In the event that:     (1) the Company shall declare any cash dividend upon its Common Stock, or     (2) the Company shall declare any dividend upon its Common Stock payable in stock or make anyspecial dividend or other distribution to the holders of its Common Stock, or     (3) the Company shall offer for subscription pro rata to the holders of its Common Stock anyadditional shares of stock of any class or other rights, or     (4) there shall be any capital reorganization or reclassification of the capital stock of theCompany, including any subdivision or combination of its outstanding shares of Common Stock, orconsolidation or merger of the Company with, or sale of all or substantially all of its assets to,another corporation, or     (5) there shall be a voluntary or involuntary dissolution, liquidation or winding up of theCompany; then, in connection with such event, the Company shall give to the holder of this Warrant:     (ii) at least twenty (20) days’ prior written notice of the date on which the books ofthe Company shall close or a record shall be taken for such dividend, distribution orsubscription rights or for determining rights to vote in respect of any such reorganization,reclassification, consolidation, merger, sale, dissolution, liquidation or winding up; and     (iii) in the case of any such reorganization, reclassification, consolidation, merger,sale, dissolution, liquidation or winding up, at least twenty (20) days’ prior writtennotice of the date when the same shall take place. Such notice in accordance with theforegoing clause (i) shall also specify, in the case of any such dividend, distribution orsubscription rights, the date on which the holders of Common Stock shall be entitledthereto, and such notice in accordance with the foregoing clause (ii) shall also specify thedate on which the holders of Common Stock shall be entitled to exchange their Common Stockfor securities or other property deliverable upon such reorganization, reclassification,consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.Each such written notice shall be given by first class mail, postage prepaid, addressed tothe holder of this Warrant at the address of such holder as shown on the books of theCompany.     3.7 Grant, Issue or Sale of Options, Convertible Securities, or Rights. If at anytime or from time to time on or after the date of issuance hereof, the Company shall grant, issueor sell any Options, Convertible Securities or rights to purchase property (the “Purchase Rights”)pro rata to the record holders of any class of Common Stock of the Company and such grants,issuances or sales do not result in an adjustment of the Purchase Price under Paragraph 3.1 hereof,then the holder of this Warrant shall be entitled to acquire (within thirty (30) days after thelater to occur of the initial exercise date of such Purchase Rights or receipt by such holder ofthe notice concerning Purchase Rights to which such holder shall be entitled under Paragraph 3.6)and upon the terms applicable to such Purchase Rights either:
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     (i) the aggregate Purchase Rights which such holder could have acquired if it had heldthe number of shares of Common Stock acquirable upon exercise of this Warrant immediatelybefore the grant, issuance or sale of such Purchase Rights; provided that if any PurchaseRights were distributed to holders of Common Stock without the payment of additionalconsideration by such holders, corresponding Purchase Rights shall be distributed to theexercising holder of this Warrant as soon as possible after such exercise and it shall notbe necessary for the exercising holder of this Warrant specifically to request delivery ofsuch rights; or     (ii) in the event that any such Purchase Rights shall have expired or shall expireprior to the end of said thirty (30) day period, the number of shares of Common Stock or theamount of property which such holder could have acquired upon such exercise at the time ortimes at which the Company granted, issued or sold such expired Purchase Rights.     3.8 Adjustment by Board of Directors. If any event occurs as to which, in the opinionof the Board of Directors of the Company, the provisions of this Section 3 are not strictlyapplicable or if strictly applicable would not fairly protect the rights of the holder of thisWarrant in accordance with the essential intent and principles of such provisions, then the Boardof Directors shall make an adjustment in the application of such provisions, in accordance withsuch essential intent and principles, so as to protect such rights as aforesaid, but in no eventshall any adjustment have the effect of increasing the Purchase Price as otherwise determinedpursuant to any of the provisions of this Section 3 except in the case of a combination of sharesof a type contemplated in Paragraph 3.3 and then in no event to an amount larger than the PurchasePrice as adjusted pursuant to Paragraph 3.3.     3.9 Fractional Shares. The Company shall not issue fractions of shares of CommonStock upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a share of CommonStock would, except for the provisions of this Paragraph 3.9, be issuable upon exercise of thisWarrant, the Company shall in lieu thereof pay to the person entitled thereto an amount in cashequal to the current value of such fraction, calculated to the nearest one-hundredth (1/100) of ashare, to be computed (i) if the Common Stock is listed on any national securities exchange on thebasis of the last sales price of the Common Stock on such exchange (or the quoted closing bid priceif there shall have been no sales) on the date of conversion, or (ii) if the Common Stock shall notbe listed, on the basis of the mean between the closing bid and asked prices for the Common Stockon the date of conversion as reported by NASDAQ, or its successor, and if there are not suchclosing bid and asked prices, on the basis of the fair market value per share as determined by theBoard of Directors of the Company.     3.10 Officers’ Statement as to Adjustments. Whenever the Purchase Price shall beadjusted as provided in Section 3 hereof, the Company shall forthwith file at each officedesignated for the exercise of this Warrant, a statement, signed by the Chairman of the Board, thePresident, any Vice President or Treasurer of the Company, showing in reasonable detail the factsrequiring such adjustment and the Purchase Price that will be effective after such
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adjustment. The Company shall also cause a notice setting forth any such adjustments to be sent by mail, firstclass, postage prepaid, to the record holder of this Warrant at his or its address appearing on thestock register. If such notice relates to an adjustment resulting from an event referred to inParagraph 3.6, such notice shall be included as part of the notice required to be mailed andpublished under the provisions of Paragraph 3.6 hereof.     4. **NO DILUTION OR IMPAIRMENT**. The Company will not, by amendment of its charter or throughreorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action,avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but willat all times in good faith assist in the carrying out of all such terms and in the taking of allsuch action as may be necessary or appropriate in order to protect the rights of the holder hereofagainst dilution or other impairment. Without limiting the generality of the foregoing, theCompany will not increase the par value of any shares of stock receivable upon the exercise of thisWarrant above the amount payable therefor upon such exercise, and at all times will take all suchaction as may be necessary or appropriate in order that the Company may validly and legally issuefully paid and non-assessable stock upon the exercise of this Warrant.     5. **RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS**. The Company shall at alltimes reserve and keep available out of its authorized but unissued stock, solely for the issuanceand delivery upon the exercise of this Warrant and other similar Warrants, such number of its dulyauthorized shares of Common Stock as from time to time shall be issuable upon the exercise of thisWarrant and all other similar Warrants at the time outstanding.     6. **REPLACEMENT OF WARRANT**. Upon receipt of evidence reasonably satisfactory to the Company ofthe loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft ordestruction) upon delivery of an indemnity agreement (with surety if reasonably required) in anamount reasonably satisfactory to it, or (in the case of mutilation) upon surrender andcancellation thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor.     7. **REMEDIES**. The Company stipulates that the remedies at law of the holder of this Warrant inthe event of any default by the Company in the performance of or compliance with any of the termsof this Warrant are not and will not be adequate, and that the same may be specifically enforced.     8. **NEGOTIABILITY, ETC**. This Warrant is issued upon the following terms, to all of which eachtaker or owner hereof consents and agrees:     (a) Subject to the legend appearing on the first page hereof, title to this Warrant may betransferred by endorsement (by the holder hereof executing the form of assignment at the end hereofincluding guaranty of signature) and delivery in the same manner as in the case of a negotiableinstrument transferable by endorsement and delivery.     (b) Any person in possession of this Warrant properly endorsed is authorized to representhimself as absolute owner hereof and is granted power to transfer absolute title hereto byendorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or
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owner waives and renounces all of his equities or rights in this Warrant in favor of every suchbona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to allrights represented hereby.     (c) Until this Warrant is transferred on the books of the Company, the Company may treat theregistered holder of this Warrant as the absolute owner hereof for all purposes without beingaffected by any notice to the contrary.     (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to anyrights of a shareholder of the Company with respect to shares for which this Warrant shall beexercisable, including, without limitation, the right to vote, to receive dividends or otherdistributions or to exercise any preemptive rights, and shall not be entitled to receive any noticeof any proceedings of the Company, except as provided herein.     (e) The Company shall not be required to pay any Federal or state transfer tax or charge thatmay be payable in respect of any transfer involved in the transfer or delivery of this Warrant orthe issuance or conversion or delivery of certificates for Common Stock in a name other than thatof the registered holder of this Warrant or to issue or deliver any certificates for Common Stockupon the exercise of this Warrant until any and all such taxes and charges shall have been paid bythe holder of this Warrant or until it has been established to the Company’s satisfaction that nosuch tax or charge is due.     9. **SUBDIVISION OF RIGHTS**. This Warrant (as well as any new warrants issued pursuant to theprovisions of this paragraph) is exchangeable, upon the surrender hereof by the holder hereof, atthe principal office of the Company for any number of new warrants of like tenor and daterepresenting in the aggregate the right to subscribe for and purchase the number of shares ofCommon Stock of the Company which may be subscribed for and purchased hereunder.     10. **MAILING OF NOTICES, ETC.**All notices and other communications from the Company to theholder of this Warrant shall be mailed by first-class certified mail, postage prepaid, to theaddress furnished to the Company in writing by the last holder of this Warrant who shall havefurnished an address to the Company in writing.     11. **HEADINGS, ETC.**The headings in this Warrant are for purposes of reference only, and shallnot limit or otherwise affect the meaning hereof.     12. **CHANGE, WAIVER, ETC.**Neither this Warrant nor any term hereof may be changed, waived,discharged or terminated orally but only by an instrument in writing signed by the party againstwhich enforcement of the change, waiver, discharge or termination is sought.     13. **GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWSOF THE STATE OF DELAWARE.**
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      NEUSTAR, INC.