Exhibit 4.3


 


NEUSTAR, INC.


 


STOCKHOLDERS
AGREEMENT


 


This
STOCKHOLDERS AGREEMENT, dated as of June 28, 2005 (as amended, modified or
supplemented from time to time, this “Agreement”),
is entered into by and among (i) NeuStar, Inc., a Delaware
corporation (the “Company”); (ii) Warburg,
Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”); Warburg, Pincus Netherlands Equity
Partners I, C.V., a Netherlands limited partnership; and Warburg, Pincus
Netherlands Equity Partners III, C.V., a Netherlands limited partnership
(collectively, the “Warburg Entities”);
(iii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“MidOcean”), the successor-in-interest to DB
Capital Investors, L.P., a Delaware limited partnership (“DB Capital”); (iv) ABS Capital
Partners IV, L.P., a Delaware limited partnership; ABS Capital Partners IV
Offshore, L.P., a Cayman Islands Exempted Limited Partnership; ABS Capital
Partners IV-A, L.P., a Delaware limited partnership; and ABS Capital Partners
IV Special Offshore, L.P., a Cayman Islands Exempted Limited Partnership
(collectively, “ABS” and, together
with the Warburg Entities and MidOcean, collectively, the “Institutional Investors”); and (v) Lynn
Etheridge Davis and Edward J. Hawie, each as trustee (together with any
additional trustees appointed under the Amended and Restated Trust Agreement,
or successor or successors under the Amended and Restated Trust Agreement,
collectively, the “Trustees”)
under the Amended and Restated Trust Agreement, dated September 24, 2004
(as amended, modified or supplemented from time to time, the “Voting Trust Agreement”), by and among the
Company, the Warburg Entities, MidOcean, ABS, certain individuals and the
Trustees.


 


BACKGROUND


 


On August 26,
2004, the Federal Communications Commission (“FCC”)
released an order, NeuStar, Inc.
Request to Allow Certain Transactions Without Prior Commission Approval and to
Transfer Ownership, Order, CC Docket No. 92-237 (the “Safe Harbor Order”), authorizing changes
and imposing limitations on the Company, including, among other things,
restrictions on the ownership, voting and transfer of shares (each, a “Share” and, collectively, the “Shares”) of the Company’s capital stock (“Capital Stock”).


 


AGREEMENT


 


In
consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree as follows:


 


1.               Board Matters.


 


(a)                                  Warburg.


 


(i)                                     For
as long as the Warburg Entities own beneficially (within the meaning of Rule 13d-3
under the Exchange Act) at least twenty percent (20%) of the outstanding Shares
of Capital Stock, including any Shares held by the Trustees on behalf of the
Warburg Entities pursuant to the Voting Trust Agreement, then, subject to
applicable law (including the law governing the fiduciary duties of the directors
of the Company), compliance with the FCC Neutrality Requirements and the rules and
regulations of the SEC and the Nasdaq Stock Market, the Company will nominate
and use its reasonable best efforts to cause to be elected and cause to remain
as directors on its board of directors (the “Board”),
two individuals designated by WPEP and reasonably acceptable to the Company
(each, a “Warburg Designee”).


 


(ii)                                  In
the event Section 1(a)(i) is no longer applicable and for as long as
the Warburg Entities own beneficially (within the meaning of Rule 13d-3
under the Exchange Act) at least 


 





















 


five percent
(5%) but less than twenty percent (20%) of the outstanding Shares of Capital
Stock, including any Shares held by the Trustees on behalf of the Warburg
Entities pursuant to the Voting Trust Agreement, then, subject to applicable
law (including the law governing the fiduciary duties of the directors of the
Company), compliance with the FCC Neutrality Requirements and the rules and
regulations of the SEC and the Nasdaq Stock Market, the Company will nominate
and use its reasonable best efforts to cause to be elected and cause to remain
as directors on the Board, one Warburg Designee.


 


(b)           MidOcean.


 


(i)                                     For
as long as MidOcean owns beneficially (within the meaning of Rule 13d-3
under the Exchange Act) at least two-and-one-half percent (2.5%) of the
outstanding Shares of Capital Stock, including any Shares held by the Trustees
on behalf of MidOcean pursuant to the Voting Trust Agreement, then, subject to
applicable law (including the law governing the fiduciary duties of the
directors of the Company), compliance with the FCC Neutrality Requirements and
the rules and regulations of the SEC and the Nasdaq Stock Market, the
Company will nominate and use its reasonable best efforts to cause to be
elected and cause to remain as directors on the Board, one individual
designated by MidOcean and reasonably acceptable to the Company (the “MidOcean Designee”).


 


(ii)                                  In
the event that the FCC Neutrality Requirements require that no MidOcean
Designee serve on the Board, then, for as long as MidOcean owns beneficially
(within the meaning of Rule 13d-3 under the Exchange Act) at least
two-and-one-half percent (2.5%) of the outstanding Shares of Capital Stock,
including any Shares held by the Trustees on behalf of MidOcean pursuant to the
Voting Trust Agreement, subject to applicable law (including the law governing
the fiduciary duties of the directors of the Company), compliance with the FCC
Neutrality Requirements and the rules and regulations of the SEC and the
Nasdaq Stock Market, the Company will use its reasonable best efforts in order
to cause an individual from time to time designated by MidOcean and reasonably
acceptable to the Company (the “MidOcean
Observer”) to be entitled, in his or her sole discretion, to attend
and participate in, as a non-voting observer, all meetings (including
participation in telephonic meetings) of the Board (and any committee thereof);
provided, that the Board or such
committee may exclude the MidOcean Observer from any meeting at which the
matters under discussion or consideration would give rise to a conflict of
interest between MidOcean or any of its Affiliates, on the one hand, and the
Company or any of its Affiliates, on the other hand. Prior to attending any
meeting, the MidOcean Observer shall be required to enter into a
confidentiality agreement with the Company, in form and substance reasonably
satisfactory to the Company and the MidOcean Observer. For so long as the
MidOcean Observer is entitled to attend meetings of the Board, the Company
shall provide the MidOcean Observer with:


 


(A)                              notice
of each meeting of the Board (and any committees thereof), concurrently with
providing such notice to any of the members of the Board;


 


(B)                                any
and all written information delivered to, and any and all material orally
delivered information provided (other than any such material orally delivered
information as may be provided in the course of any meeting of the Board (or
any committee thereof)) to, any of the members of the Board in his or her
capacity as a director (other than information relating to any matter that
would give rise to a conflict of interest between the Company or any of its
Affiliates, on the one hand, and MidOcean or any of its Affiliates, on the
other hand), as soon as reasonably practicable after such information is
delivered or provided to any such member of the Board.


 


(c)           ABS.  For as long as ABS owns beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) at least one-and-one-quarter
percent (1.25%) of the outstanding Shares of


 


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Capital Stock, including any
Shares held by the Trustees on behalf of ABS pursuant to the Voting Trust
Agreement, then, subject to applicable law (including the law governing the
fiduciary duties of the directors of the Company), compliance with the FCC
Neutrality Requirements and the rules and regulations of the SEC and the
Nasdaq Stock Market, the Company will use its reasonable best efforts in order
to cause an individual from time to time designated by ABS and reasonably
acceptable to the Company (the “ABS Observer”)
to be entitled, in his or her sole discretion, to attend and participate in, as
a non-voting observer, all meetings (including participation in telephonic
meetings) of the Board (and any committee thereof); provided, that the Board or such committee may exclude the
ABS Observer from any meeting at which the matters under discussion or
consideration would give rise to a conflict of interest between ABS or any of
its Affiliates, on the one hand, and the Company or any of its Affiliates, on
the other hand. Prior to attending any meeting, the ABS Observer shall be
required to enter into a confidentiality agreement with the Company, in form
and substance reasonably satisfactory to the Company and the ABS Observer. For
so long as the ABS Observer is entitled to attend meetings of the Board, the
Company shall provide the ABS Observer with:


 


(i)                                     notice
of each meeting of the Board (and any committees thereof), concurrently with
providing such notice to any of the members of the Board;


 


(ii)                                  any
and all written information delivered to, and any and all material orally
delivered information provided (other than any such material orally delivered
information as may be provided in the course of any meeting of the Board (or
any committee thereof)) to, any of the members of the Board in his or her
capacity as a director (other than information relating to any matter that
would give rise to a conflict of interest between the Company or any of its
Affiliates, on the one hand, and ABS or any of its Affiliates, on the other
hand), as soon as reasonably practicable after such information is delivered or
provided to any such member of the Board.


 


2.               Excepted
Holder Limit.  The Warburg Entities
own 40,941,117 shares of the Company’s Class A common stock, and hold
currently exerciseable warrants to acquire an additional 6,361,383 shares of
the Company’s Class A common stock. The Company hereby establishes 47,302,501
shares of Class A common stock as the “Excepted Holder Limit” for the
Warburg Entities (as that term is defined in the Company’s Charter), and the
Warburg Entities agree (on behalf of themselves and their Affiliates) not to
acquire any additional securities of the Company (whether directly or
indirectly) unless such acquisition (or the ownership of Capital Stock
resulting from such acquisition) is in compliance with the FCC neutrality
requirements applicable to the Company. The Company agrees that, except to the
extent that it would be consistent with the FCC neutrality requirements
applicable to the Company or otherwise approved by the FCC, it will not enter
into any transaction that would have the effect of increasing the Warburg
Entities’ collective percentage equity interest in the Company. The Company
agrees that it will not change the Excepted Holder Limit for the Warburg
Entities, as set forth in this Section 2, without the prior written
consent of the Warburg Entities, except to the extent that an upward adjustment
is necessary to effect a stock split or stock dividend in respect of the
Company’s outstanding shares of Class A common stock.


 


3.               Termination.


 


(a)                                  This
Agreement shall automatically terminate in the event that: (i) as to the
Warburg Entities, when the Warburg Entities own beneficially (within the
meaning of Rule 13d-3 under the Exchange Act) less than five percent (5%)
of the outstanding Shares of Capital Stock, including any Shares held by the
Trustees on behalf of the Warburg Entities pursuant to the Voting Trust
Agreement, (ii) as to MidOcean, when MidOcean owns beneficially less than
two-and-one-half percent (2.5%) of the outstanding Shares of Capital Stock,
including any Shares held by the Trustees on behalf of MidOcean pursuant to the
Voting Trust Agreement, and (iii) as to ABS,


 


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when ABS owns
less than one-and-one-quarter percent (1.25%) of the outstanding Shares of
Capital Stock, including any Shares held by the Trustees on behalf of ABS
pursuant to the Voting Trust Agreement. The termination of the rights and
obligations of an Institutional Investor under this Agreement pursuant to
clause (i), (ii) or (iii) above shall not in any way affect the
rights and obligations of any other party to this Agreement.


 


(b)                                 This
Agreement may be terminated by the written consent of the Institutional
Investors and the Company.


 


4.               Interpretation
of this Agreement.


 


(a)  Terms Defined.  As used in this Agreement, the following
terms have the respective meaning set forth below:


 


“Affiliate” shall mean,
with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person; provided, that no
stockholder of the Company shall be deemed an Affiliate of any other
stockholder of the Company solely by reason of any investment (whether equity
or debt) in the Company. For the purpose of this definition, the term “control”
(including with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as used with respect to any Person, means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of
voting securities or by contract or otherwise. Notwithstanding the foregoing,
the term “affiliate,” as used to describe a Person who is affiliated with a
TSP, shall have the meaning ascribed in 47 C.F.R. § 52.12(a)(1)(i).


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended, and all regulations
promulgated thereunder, as in effect from time to time.


 


“FCC” shall mean the
Federal Communications Commission.


 


“FCC Neutrality Requirements”
shall mean the neutrality requirements to which the Company is subject under
the applicable laws, regulations, rules and orders of the FCC.


 


“Person” shall mean an
individual, partnership, joint-stock company, corporation, limited liability
company, trust or unincorporated organization, and a government or agency or
political subdivision thereof, or other entity.


 


“SEC” shall mean the
Securities and Exchange Commission.


 


“security, securities”
shall have the meaning set forth in Section 2(1) of the Securities
Act.


 


vote, voting: shall
mean any vote, consent or other approval, whether at a meeting of stockholders
or an action by written consent in lieu of a meeting of stockholders.


 


(b)  Directly or
Indirectly.  Where any provision in
this Agreement refers to action to be taken by any Person, or which such Person
is prohibited from taking, such provision shall be applicable whether such
action is taken directly or indirectly by such Person.


 


4.               Miscellaneous.


 


(a)                                  Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed entirely within such State.


 


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(b)                                 Notices.  All communications under this Agreement shall
be in writing and shall be delivered by hand or facsimile or mailed by
overnight courier or by registered or certified mail, postage prepaid:


 


(i)                                     if
to any of the Institutional Investors, at the address or facsimile number of
such Institutional Investor shown on Schedule I
hereto, or at such other address as such Institutional Investor may
have furnished the Company in writing;


 


(ii)                                  if
to the Company, at 46000 Center Oak Plaza, Sterling, VA 20166 (facsimile:
(571) 434-4735), marked for attention of Chief Executive Officer, or at
such other address as it may have furnished in writing to each of the
Institutional Investors.


 


Any notice so addressed shall be deemed to be given: if delivered by
hand or facsimile, on the date of such delivery; if mailed by reputable
overnight courier, on the first business day following the date of such
mailing; and if mailed by registered or certified mail, on the third business
day after the date of such mailing.


 


(c)                                  Entire
Agreement; Amendment and Waiver. 
This Agreement constitutes the entire understanding of the parties
hereto relating to the subject matter hereof and supersedes all prior
understandings among such parties, including the Amended and Restated
Stockholders Agreement, dated as of September 24, 2004, by and among the
Company, the Institutional Investors, the Trustees and certain additional
parties named therein, and any predecessor agreement thereto. This Agreement
may be amended, and the observance of any term of this Agreement may be waived,
with (and only with) the written consent of the Company and each of the
Institutional Investors.


 


(d)                                 Severability.  Each party to this Agreement shall be
required to perform his or its obligations hereunder only to the maximum extent
permitted by law, and this Agreement shall not be construed to require any
party to take any action that would violate applicable law or that would
otherwise be unenforceable as to such party. Moreover, if any term or provision
specified herein is held by a court of competent jurisdiction to be in
violation of any applicable local, state or federal ordinance, statute, law,
administrative or judicial decision, or public policy, and if such court should
declare such term or provision to be illegal, invalid, unlawful, void, voidable
or unenforceable as written, then such provision shall be given full force and
effect to the fullest possible extent that it is legal, valid and enforceable,
and the remainder of the terms and provisions herein shall be construed as if
such illegal, invalid, unlawful, void, voidable or unenforceable term or
provision were not contained herein, but only to the extent that giving effect
to such provision and the remainder of the terms and provisions hereof shall be
in accordance with the intent of the parties.


 


(e)                                  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together
shall be considered one and the same agreement.


 


[SIGNATURE PAGES FOLLOW]


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Amended and Restated
Stockholders Agreement as of the date first above written.


 


	
   

  	
  NEUSTAR, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey E. Ganek 

  
	
   

  	
   

  	
  Name:
  Jeffrey Ganek 

  
	
   

  	
   

  	
  Title:
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WARBURG, PINCUS EQUITY PARTNERS, L.P.

  WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS
  I, C.V.

  WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V.

  
	
   

  	
   

  
	
   

  	
  Each by:
  Warburg, Pincus & Co., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry
  Kressel

  
	
   

  	
   

  	
  Name: Henry
  Kressel

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  MIDOCEAN CAPITAL INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MidOcean
  Capital Partners, L.P., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Existing
  Fund GP, Ltd., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Schiff

  
	
   

  	
   

  	
  Name: Frank
  Schiff

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE
PAGE TO NEUSTAR AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


 


6





















 


	
   

  	
  ABS CAPITAL PARTNERS IV, L.P.

  ABS CAPITAL PARTNERS IV OFFSHORE, L.P.

  ABS CAPITAL PARTNERS IV-A, L.P.

  ABS CAPITAL PARTNERS IV SPECIAL
  OFFSHORE, L.P.

  
	
   

  	
   

  
	
   

  	
  Each by: ABS
  Partners IV, L.L.C., as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  T. Weglicki 

  
	
   

  	
   

  	
  Name:
  Timothy T. Weglicki 

  
	
   

  	
   

  	
  Title:
  Managing Member of ABS Partners IV, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  LYNN ETHERIDGE DAVIS, as trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn
  Etheridge Davis

  
	
   

  	
   

  	
   

  
	
   

  	
  EDWARD J. HAWIE, as trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward
  J. Hawie

  



 


SIGNATURE
PAGE TO NEUSTAR AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


 


7





















 


INSTITUTIONAL
INVESTORS


 


Investor Name


 


Warburg Entities


466 Lexington Ave.


New York, NY 10017


Facsimile: (212) 878-9359


Attention: Scott A. Arenare


 


MidOcean Capital Investors,
L.P.


320 Park Avenue, 17th Floor


New York, NY 10154


Facsimile: (212) 497-1373


 


ABS Capital Partners IV, L.P.


ABS Capital Partners IV
Offshore, L.P.


ABS Capital Partners IV-A, L.P.


ABS Capital Partners IV Special
Offshore, L.P.


c/o ABS Capital Partners


400 E. Pratt Street, Suite 910


Baltimore, Maryland 21202


Attention: Tim Weglicki


Facsimile: (410) 246-5606


 


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