Exhibit
10.19


 


NONQUALIFIED STOCK OPTION
AGREEMENT AMENDMENT


 


This Nonqualified Stock
Option Agreement Amendment dated as of June 22, 2004 (this “Amendment”)
is made by and between NeuStar, Inc. a Delaware corporation having its
principal place of business in Sterling, Virginia (the “Company”), and John
Malone (the “Participant”). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Option Agreement (as
defined below).


 


W I T N E S S E T H:


 


WHEREAS, Company granted Participant the
right and option to purchase from the Company 186,408 shares (the “Option
Shares”) of Company’s common stock, par value $.002 per share;


 


WHEREAS, Company and
Participant entered into an Nonqualified Stock Option Agreement under the NeuStar,
Inc. 1999 Equity Incentive Plan (the “Option Agreement”) dated January 16,
2003;


 


WHEREAS, the
Company and the Participant amended the Option Agreement, dated as of December
18, 2003, to provide for accelerated vesting of the Options under certain circumstances;


 


WHEREAS, the Company and Participant
desire to further amend the Option Agreement to revise the definitions of “Corporate
Transaction” under Section 5(d) thereof and the definition of “Good Reason”
under Section 5(e) thereof as set forth below.


 


NOW,
THEREFORE, in consideration of the premises and further
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.             Amendment
to Section 5 (d) and 5(e) of the Option Agreement.  Subject to the terms and conditions set forth
herein, Sections 5 (d) and 5(e) of the Option Agreement are hereby amended and
restated in their entirety as follows:


 


   “(d)      For
purposes of this Agreement, a “Corporate Transaction” shall mean any of the following
events:


 


(i) The consummation of any merger or consolidation of the Company, if
immediately following such merger or consolidation the holders of the Company’s
outstanding voting securities immediately prior to such merger or consolidation
do not own at least a majority of the outstanding voting securities of the
surviving corporation in approximately the same proportion as they did
immediately prior to such merger or consolidation.


 





















 


(ii) The consummation of any sale, lease, exchange or other transfer in
one transaction or a series of related transactions of all or substantially all
of the Company’s assets, other than a transfer of the Company’s assets to a
majority-owned subsidiary of the corporation, or to an entity in which the
holders of the majority of the outstanding voting securities of the entity
immediately prior to the transfer own at least the majority of the outstanding
securities immediately after such transfer in approximately the same proportion
as immediately prior to such transfer.


 


(iii) The approval by the holders of the Common Stock of any plan or
proposal for the liquidation or dissolution of the Company.


 


(iv) The acquisition by a person, within the meaning of Section 3(a)(9)
or of Section 13 (d)(3) of the Exchange Act of a majority or more of the
Company’s outstanding voting securities (whether directly or indirectly,
beneficially or of record), other than a person who held such majority on the
date of adoption of the Plan.  Ownership
of voting securities shall take into account and shall include ownership as
determined by applying Rule 13d-3(d)(1)(i) pursuant to the Exchange Act.


 


(e)           For purposes of this
Agreement, “Good Reason” shall mean, without the Participant’s prior written
consent, any of the following events or conditions and the failure of the
Successor Corporation to cure such event or condition within thirty (30) days
after receipt of written notice from the Participant:


 


(i)                A
substantial diminution or material adverse change in the Participant’s status,
title, position, authority, duties or responsibilities (including reporting
responsibilities) as in effect immediately prior to a Corporate Transaction,
except in connection with the Participant’s termination of Service with the
Company for Cause, disability, death or by the Participant other than for Good
Reason.


 


(ii)               A
reduction in the Participant’s annual base salary, except in connection with an
across-the-board salary reduction of less than ten percent (10%) affecting all
senior executives of the Company.


 


(iii)              The
Successor Corporation’s failure to cover the Participant under employee benefit
plans, programs and practices that, in the aggregate, provide substantially
comparable benefits (from an economic perspective) to


 





















 


the Participant
relative to the benefits and total costs under the material employee benefit
plans, programs and practices in which the Participant (and/or his family or
dependents) is participating immediately preceding the Corporate Transaction.


 


(iv)              The
Successor Corporation’s requiring the Participant to be based at any office
location that is more than fifty (50) miles further from the Participant’s
office location immediately prior to a Corporate Transaction; except for
reasonable required travel for the Successor Corporation’s business that is not
materially greater than such travel requirements prior to such Corporate
Transaction.


 


(v)               A
material breach by the Successor Corporation of its obligations to the
Participant under the Plan.”


 


2.             Entire
Agreement.  This Amendment sets forth
the entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relating to such subject matter.  None of the terms or conditions of this
Amendment may be changed, modified, waived or canceled orally or otherwise,
except in writing.


 


3.             Full
Force and Effect of Agreement. 
Except as hereby specifically amended, modified or supplemented, the
Option Agreement is hereby confirmed and ratified in all respects and shall be
and remain in full force and effect according to their respective terms.


 


4.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


 


5.             Governing
Law.  This Amendment shall be
construed and interpreted in accordance with the laws of the Sate of Delaware,
without regards to the principles of conflicts of law.


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment to be made, executed and delivered by their duly authorized officers
as of the day and year first above written.


 


	
   

  	
  NEUSTAR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Jeffrey E. Ganek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey E. Ganek

  
	
   

  	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
  John
  Malone

  
	
   

  	
   

  
	
   

  	
  /s/
  John S. Malone

  	
   

  
						



 





















 


NONQUALIFIED STOCK OPTION
AGREEMENT AMENDMENT


 


This NonQualified Stock
Option Agreement Amendment dated as of December 18, 2003 (this “Amendment”)
is made by and between NeuStar, Inc. a Delaware corporation having its
principal place of business in Sterling, Virginia (the “Company”), and John
Malone (the “Participant”). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Option Agreement (as
defined below).


 


W I T N E S S E T H:


 


WHEREAS, Company granted Participant the
right and option to purchase from the Company 186,408 shares (the “Option
Shares”) of Company’s common stock, par value $.002 per share;


 


WHEREAS, Company and
Participant entered into an NonQualified Stock Option Agreement under the
NeuStar, Inc. 1999 Equity Incentive Plan (the “Option Agreement”) dated January
16, 2003.


 


WHEREAS, the Company and Participant
desire to amend the Option Agreement to provide for, among other things,
accelerated vesting of a certain number of the Option Shares under the
circumstance and terms as set forth below.


 


NOW,
THEREFORE, in consideration of the premises and further
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.             Amendment
to Section 5 of the Option Agreement. 
Subject to the terms and conditions set forth herein, the Section 5 of
the Option Agreement is hereby amended by adding the following language:


 


“(c)
Subject to the provisions of Section 13(b) of the Plan, in the event of a
Corporate Transaction (as defined below), if the Options evidenced by this
Agreement are not assumed or continued or a substantially equivalent option or
right is not substituted by the surviving corporation, the successor
corporation or its parent corporation, as applicable (the “Successor
Corporation”), the Participant shall, as of the date of the Corporate
Transaction, fully vest in and have the right to exercise such Options as to
all shares of Common Stock then subject thereto that would otherwise have
vested and become exercisable during the twelve-month period commencing on the
date of the Corporate Transaction and, subject to the next sentence, unvested
Options with respect to any other shares of Common Stock shall continue to vest
as set forth in Section 2.  If any
Options evidenced by this Agreement are assumed or replaced (and any such Options
shall be considered assumed if the Company in a Corporate Transaction reaffirms
the Options) in connection with a Corporate Transaction and do not otherwise


 





















 


vest
at that time, and if Participant’s Service with the Company is subsequently
terminated within one (1) year following such Corporate Transaction, unless
such Service is terminated by the Successor Corporation for Cause or by the
Participant voluntarily without Good Reason (as defined below), the Participant
shall fully vest in and have the right to exercise the Options as to all shares
of Common Stock then subject thereto that, but for such termination, would have
otherwise vested and become exercisable during the twelve-month period
commencing on the effective date of such termination, and unvested Options with
respect to any other shares of Common Stock shall continue to vest as set forth
in Section 2.


 


(d)           For purposes of this Agreement, a “Corporate
Transaction” shall mean any of the following events:


 


(i)                The
consummation of any merger or consolidation of the Company in which the Company
is not the continuing or surviving corporation, or pursuant to which shares of
Common Stock are converted into cash, securities or other property, if
following such merger or consolidation the holders of the Company’s outstanding
voting securities immediately prior to such merger or consolidation own less
than a majority of the outstanding voting securities of the surviving
corporation.


 


(ii)               The
consummation of any sale, lease, exchange or other transfer in one transaction
or a series of related transactions of all or substantially all of the Company’s
assets, other than a transfer of the Company’s assets to a majority-owned
subsidiary of the corporation.


 


(iii)              The
approval by the holders of the Common Stock of any plan or proposal for the liquidation
or dissolution of the Company.


 


(iv)              The
acquisition by a person, within the meaning of Section 3(a)(9) or of Section 13
(d)(3) (as in effect on the date of adoption of the Plan) of the Exchange Act
of a majority or more of the Company’s outstanding voting securities (whether
directly or indirectly, beneficially or of record), other than a person who
held such majority on the date of adoption of the Plan.  Ownership of voting securities shall take
into account and shall include ownership as determined by applying Rule
13d-3(d)(1)(i) (as in effect on the date of adoption of the Plan) pursuant to
the Exchange Act.


 


(e)           For purposes of this Agreement, “Good Reason”
shall mean, without the Participant’s prior written consent, any of the
following events or conditions and the failure of the Successor Corporation to
cure such event or condition within thirty (30) days after receipt of written
notice from the Participant:


 


(i)                A
substantial diminution or material adverse change in the Participant’s status, title,
position, authority, duties or responsibilities (including reporting
responsibilities) as in effect immediately prior to a Corporate


 





















 


Transaction,
except in connection with the Participant’s termination of Service with the
Company for Cause, disability, death or by the Participant other than for Good
Reason.


 


(ii)               A
reduction in the Participant’s annual base salary.


 


(iii)              The
Successor Corporation’s failure to cover the Participant under employee benefit
plans, programs and practices that, in the aggregate, provide substantially
comparable benefits (from an economic perspective) to the Participant relative
to the benefits and total costs under the material employee benefit plans,
programs and practices in which the Participant (and/or his family or
dependents) is participating immediately preceding the Corporate Transaction.


 


(iv)              The
Successor Corporation’s requiring the Participant to be based at any office
location that is more than fifty (50) miles further from the Participant’s
office location immediately prior to a Corporate Transaction; except for
reasonable required travel for the Successor Corporation’s business that is not
materially greater than such travel requirements prior to such Corporate
Transaction.


 


(v)           A
material breach by the Successor Corporation of its obligations to the
Participant under the Plan.”


 


2.             Entire
Agreement.  This Amendment sets forth
the entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relating to such subject matter.  None of the terms or conditions of this
Amendment may be changed, modified, waived or canceled orally or otherwise,
except in writing.


 


3.             Full
Force and Effect of Agreement.  Except
as hereby specifically amended, modified or supplemented, the Option Agreement
is hereby confirmed and ratified in all respects and shall be and remain in
full force and effect according to their respective terms.


 


4.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


 


5.             Governing
Law.  This Amendment shall be construed
and interpreted in accordance with the laws of the Sate of Delaware, without
regards to the principles of conflicts of law.


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the NonQualified Stock Option Agreement to be made, executed
and delivered by their duly authorized officers as of the day and year first
above written.


 


	
   

  	
  NEUSTAR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Jeffrey Ganek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Ganek

  
	
   

  	
   

  	
  Title:

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
  John Malone

  
	
   

  	
   

  
	
   

  	
  /s/
  John Malone

  	
   

  
						



 





















 


NONQUALIFIED
STOCK OPTION AGREEMENT


UNDER THE


NEUSTAR,
INC. 1999 EQUITY INCENTIVE PLAN


 


THIS AGREEMENT, made as
of January 16, 2003 (the “Effective Date”),
by and between NeuStar, Inc., a Delaware corporation (the “Company”), and John Malone (the “Participant”).


 


W I  T
N  E  S  S  E  T  H:


 


WHEREAS, the Company
desires to afford the Participant the opportunity to acquire an ownership of
the Company’s common stock, par value $.002 per share (“Common Stock”), so that
he may have a direct proprietary interest in the Company’s success.


 


NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the parties
hereto hereby agree as follows:


 


1.             Grant
of Option.  Subject to the terms and
conditions set forth herein and in the Company’s 1999 Equity Incentive Plan
(the “Plan”), the Company hereby grants to the Participant, during the period
commencing on the date of this Agreement and ending on February 1,
2011 (the “Expiration Date”), the right and option (the right to
purchase any one share of Common Stock hereunder being an “Option”) to purchase
from the Company 186,408 shares of Common
Stock.  The Options shall have an
exercise price of $6.00 per share,
which represents the Fair Market Value per share of the Common Stock as of the
date hereof.


 


2.             Limitations
on Exercise of Options.  Subject to
the terms and conditions set forth herein and the Plan, the Options shall vest
and become exercisable, on a cumulative basis, with respect to 47.925% of the
shares on January 16, 2003 and with respect to 2.083% of the shares on the last day of
each succeeding calendar month thereafter so long as the Participant continues
in the Service of the Company; provided, however, the Participant may not
exercise any Option for fractional shares of Common Stock.  The Committee or the Board may accelerate the
vesting and exercisability of any or all of the then-unvested Options at any
time.


 


3.             Termination
of Service.  (a)  If prior to the Expiration Date, the
Participant’s Service with the Company shall terminate by reason of a Normal
Termination (as defined in the Plan), the Options shall remain exercisable
until the earlier of the Expiration Date or three (3) months after such date of
termination (the “Date of Termination”) to the extent the Options were vested
and exercisable as of the Date of Termination.


 


(b)  If the Participant’s Service with the Company
shall cease prior to the Expiration Date by reason of death or disability, or
the Participant shall die or become disabled while entitled to exercise any of
the Options pursuant to paragraph 3(a), the Participant or the Participant’s
legal representative, or, in the case of death, the executor or administrator
of the estate of the Participant or the person or persons to whom the Options
shall have been validly transferred by the executor or administrator pursuant
to will or the laws of descent and distribution, shall have the right, until
the earlier of the Expiration Date or one year after the date


 





















 


of death or disability,
to exercise the Options to the extent that the Participant was entitled to
exercise them on the date of death or disability.


 


(c)  If, prior to the Expiration Date, the
Participant’s Service with the Company is terminated for “Cause” (as defined in
the Plan), (i) unless otherwise provided by the Committee, the Options, to the
extent not exercised as of the Date of Termination, shall lapse and be
canceled, and (ii) all shares of Common Stock received pursuant to an exercise
of the Options after such termination, in contravention of subsection (i)
above, may be purchased by the Company at its discretion for the exercise price
of such shares paid by the Participant. 
If the Participant’s Service relationship with the Company is suspended
pending an investigation of whether the Participant shall be terminated for
Cause, all the Participant’s rights with respect to the Options shall be
suspended during the period of investigation.


 


(d)  If, prior to the Expiration Date, the
Participant’s Service with the Company is terminated other than for Cause, a
Normal Termination, death or disability, the Options, to the extent then vested
and exercisable as of the Date of Termination, shall remain exercisable until
the earlier of the Expiration Date or thirty (30) days after the Date of
Termination.


 


(e)  After the expiration of any exercise period
described in any of Sections 3(a) - (d) hereof, or otherwise upon the
Expiration Date, the Options shall terminate together with all of the
Participant’s rights hereunder, to the extent not previously exercised.


 


4.             Non-Transferable.  Except as specifically authorized by the
Committee, the Participant may not transfer the Options except by will or the
laws of descent and distribution and the Options shall be exercisable during
the Participant’s lifetime only by the Participant or, in the event of the
Participant’s legal incapacity, his guardian or legal representative.  Except as so authorized, no purported
assignment or transfer of the Options, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise (except by
will or the laws of descent and distribution), shall vest in the assignee or
transferee any interest or right herein whatsoever.


 


5.             Adjustments
and Corporate Reorganizations. In accordance with and subject to the
applicable terms of the Plan and this Agreement, the Options shall be subject
to adjustment or substitution, as determined by the Committee, as to the
number, price or kind of Common Stock or other consideration subject to such
Options or as otherwise determined by the Committee to be equitable (i) in the
event of changes in the outstanding Common Stock or in the capital structure of
the Company by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the date
hereof or (ii) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or
enlargement of the rights granted to, or available for, the Participant.  The Committee shall give the Participant
written notice of an adjustment hereunder.


 





















 


6.             Exercise:  Payment For and Delivery of Common Stock.  The Options shall be exercised by delivering
written notice to the Committee stating the number of whole shares of Common
Stock to be purchased, the person or persons in whose name the shares of Common
Stock are to be registered and each such person’s address and social security
number.  Such notice shall not be
effective unless accompanied by the full purchase price for all shares to be
purchased, and any applicable withholding (as described below).  The purchase price shall be payable in cash,
in shares of Common Stock, any combination of cash or shares of Common Stock or
such other method of payment as is authorized by the Plan with the consent of
the Committee; provided, however, that the Participant may use
Common Stock in payment of the exercise price only if the shares so used are
considered “mature” for purposes of generally accepted accounting principles (i.e.,
(i) been held by the Participant free and clear for at least six (6) months
prior to the use thereof to pay part of an Option exercise price, (ii) been
purchased by the Participant in other than a compensatory transaction, or (iii)
meet any other requirements for “mature” shares as may exist on the date of the
use thereof to pay part of an Option exercise price).  In the event that all or part of the purchase
price is paid in shares of Common Stock, the shares used in payment shall be
valued at their Fair Market Value on the date of exercise of the Options.  At the time of exercise, the Participant
shall pay to the Company, in cash, or by having the Company withhold upon
exercise of the Option a sufficient number of shares of Common Stock otherwise
deliverable to the Participant based on the Fair Market Value of the Common
Stock on the date of exercise, at the election of the Participant, such minimum
amount as the Company deems necessary to satisfy its obligation to withhold
Federal, state or local income or other taxes incurred by reason of the
exercise or the transfer of shares thereupon. 
Payment in currency or by certified or cashier’s check shall be
considered payment in cash.


 


7.             Rights
as Common Stockholder.  (a)  The Participant or a transferee of the
Options shall have no rights as a stockholder with respect to any shares
covered by the Options until he shall have become the holder of record of such
shares (and the Company shall use its reasonable best efforts to cause the
Participant promptly to become the holder of record of such shares), and,
except as provided in Section 5 hereof, no adjustment shall be made for
dividends or distributions or other rights in respect of such shares for which
the record date is prior to the date upon which he shall become the holder or
record thereof.


 


(b)  The Participant acknowledges and agrees that
the Common Stock shall be “Shares” as such term is used in the NeuStar
Corporation Common Stockholders Agreement, dated as of November 30, 1999, and,
as such, will be subject to certain restrictions, including restrictions on
resale and such other transfers.


 


8.             Company;
Participant.  (a)  The term “Company” as used in this Agreement
with reference to employment shall include the Company and its affiliates.


 


(b)  Whenever the word “Participant” is used in
any provision of this Agreement under circumstances where the provision should
logically be construed to apply to the executors, the administrators, legal
representatives or the person or persons to whom the Options may be transferred
by will or by the laws of descent and distribution, the word “Participant”
shall be deemed to include such person or persons.


 





















 


9.             Requirements
of Law.  (a)  By accepting the Options, the Participant
represents and agrees for himself and his transferees (whether by will or the
laws of descent and distribution) that, unless a registration statement under
the Securities Act of 1933, as amended (the “Act”), is in effect as to shares
purchased upon any exercise of the Options, (i) any and all shares so purchased
shall be acquired for his personal account and not with a view to or for sale
in connection with any distribution, and (ii) each notice of the exercise of
any portion of this Option shall be accompanied by a representation and
warranty in writing, signed by the person entitled to exercise the same, that
the shares are being so acquired in good faith for his personal account and not
with a view to or for sale in connection with any distribution.


 


(b)  No certificate or certificates for shares of
Common Stock may be purchased, issued or transferred if the exercise hereof or
the issuance or transfer of such shares shall constitute a violation by the
Company or the Participant of any (i) provision of any Federal, state or other
securities law, (ii) requirement of any securities exchange listing agreement
to which the Company may be a party, or (iii) other requirement of law or of
any regulatory body having jurisdiction over the Company.  Any reasonable determination in this
connection by the Board or the Committee, upon notice given to the Participant,
shall be final, binding and conclusive.


 


(c)  The certificates representing shares of
Common Stock acquired pursuant to the exercise of options shall carry such
appropriate legend, and such written instructions shall be given to the Company’s
transfer agent, as may be deemed necessary or advisable by counsel to the
Company in order to comply with the requirements of the Act or any state
securities laws.


 


10.           Notices.  Any notice to be given to either party shall
be in writing and shall be given by hand delivery to such party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the Company in care of its Secretary at its principal office, and
to the Participant at the address given beneath his signature hereto, or at
such other address as either party shall have furnished to the other in writing
in accordance herewith.  Notice and
communications shall be effective when actually received by the addressee.


 


11.           Disposition
of Common Stock.  The Participant
agrees to notify the Company, in writing, within thirty (30) days of any
disposition (whether by sale, exchange, gift or otherwise) of shares of Common
Stock purchased under this Agreement.


 


12.           Binding
Effect.  Subject to Section 4 hereof,
this Agreement shall be binding upon the heirs, executors, administrators,
successors and permitted assigns of the parties hereto.


 


13.           Plan.  The terms and provisions of the Plan are
incorporated herein by reference and made a part hereof as though fully set
forth herein.  In the event of any
conflict or inconsistency between discretionary terms and provisions of this
Agreement, this Agreement shall govern and control.  In all other instances of conflicts or
inconsistencies or omissions, the terms and provisions of the Plan shall govern
and control.  All capitalized terms not
otherwise expressly defined in this Agreement shall have the meaning ascribed
to them in the Plan.


 


14.           Governing
Law. 
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Delaware, without regard to the principles of conflicts of
law thereof.


 





















 


15.           Entire
Agreement.  This Agreement, together
with the Plan and the Common Stockholders Agreement, contains the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with
respect thereto.


 


IN WITNESS WHEREOF, the
Company has granted this Option on the date of grant specified above.


 


This instrument
may be executed in any number of counterparts, each of which shall be deemed to
be an original, and such counterparts together


 


r shall constitute
one and the same instrument.


 


	
   

  	
  NEUSTAR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Ganek

  	
   

  
	
   

  	
   

  	
  Jeffrey Ganek

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  John Malone

  	
   

  	
   

  
	
  John Malone