Exhibit
4.4


 


NEUSTAR,
INC.


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated as of June 5,
2001 (as amended, modified or supplemented from time to time, this “Agreement”),
by and among (i) Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership; Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands
limited partnership; Warburg, Pincus Netherlands Equity Partners II, C.V., a
Netherlands limited partnership; and Warburg, Pincus Netherlands Equity
Partners III, C.V., a Netherlands limited partnership (collectively, the “Initial
Warburg Holders”); (ii) DB Capital Investors, L.P., a Delaware limited
partnership (the “Initial DB Holder”); (iii) ABS Capital Partners
IV, L.P., a Delaware limited partnership; ABS Capital Partners IV Offshore,
L.P., a Delaware limited partnership; ABS Capital Partners IV-A, L.P., a
Delaware limited partnership; and ABS Capital Partners IV Special Offshore,
L.P., a Delaware limited partnership (collectively, the “Initial ABS Holders”);
and (iv) NeuStar, Inc., a Delaware corporation (the “Company”).


 


W I  T  N  E  S
S  E  T  H :


 


WHEREAS, the Company, the Initial DB Holder,
the Initial ABS Holders and the Initial Warburg Holders have entered into a
Securities Purchase Agreement, dated as of June 5, 2001 (as amended,
modified or supplemented from time to time, the “Securities Purchase
Agreement”), pursuant to which, among other things, the Initial DB Holder,
the Initial ABS Holders and the Initial Warburg Holders have agreed to
purchase, and the Company has agreed to issue and sell, subject to the
conditions set forth therein, (i) an aggregate of 9,098,525 shares of
Series D Voting Convertible Preferred Stock, $.01 par value per share, of the
Company (the “Series D Preferred Stock”), which shares are convertible
into shares of Common Stock, $.002 par value per share, of the Company (the “Common
Stock”) in accordance with the terms thereof and (ii) upon the request
of the Company from time to time after the date hereof, up to an aggregate of
4,633,508 shares of Series E Voting Convertible Preferred Stock, $.01 par value
per share, of the Company (the “Series E Preferred Stock”), which shares
are convertible into shares of Common Stock in accordance with the terms
thereof;


 


WHEREAS, the Initial Warburg Holders
collectively own on the date hereof (after giving effect to the transactions
contemplated in the Securities Purchase Agreement to occur on the date hereof)
(i) 28,569,692 shares of Series C Voting Convertible Preferred Stock, $.01
par value per share, of the Company (the “Series C Preferred Stock”),
which shares are convertible into shares of Common Stock in accordance with the
terms thereof, (ii) 673,965 shares of Series D Preferred Stock, and (iii)
warrants to purchase 4,543,845 shares of Common Stock (collectively, the “Warrants”);
and


 


WHEREAS, it is a condition precedent to the
closing of the transactions contemplated in the Securities Purchase Agreement
that the parties hereto execute and deliver this Agreement;


 


NOW THEREFORE, in consideration of the
premises, mutual promises and covenants contained in this Agreement and
intending to be legally bound, the parties hereto hereby agree as follows:


 





















 


ARTICLE I


 


DEFINITIONS


 


Section 1.01  Definitions.  Terms defined in the Securities Purchase
Agreement are used herein as therein defined. 
In addition, the following terms, as used herein, have the following
meanings.


 


“ABS Holders” means, collectively, the
Initial ABS Holders, their direct and indirect successors and permitted assigns
and any direct or indirect transferee of any Registrable Securities initially
held by any of the Initial AB S Holders.


 


“Agreement” has the meaning set forth
in the preamble.


 


“Commission” means the United States
Securities and Exchange Commission, and any successor thereto.


 


“Common Stock” has the meaning set
forth in the first recital “Company” has the meaning set forth in the preamble,


 


“Conversion Shares” means,
collectively, all shares of Common Stock or other securities issued upon the
conversion of any Preferred Stock or upon the exercise of any Warrants, in each
case in accordance with the terms thereof,


 


“Demand Registration” means a
registration under the Securities Act requested in accordance with Section 2.01.


 


“DB Holders” means, collectively, the
Initial DB Holder, its direct and indirect successors and permitted assigns and
any direct or indirect transferee of any Registrable Securities initially held
by the Initial DB Holder.


 


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


 


“Holders” means, collectively, the
Warburg Holders, the DB Holders and the ABS Holders.


 


“Indemnified Party” has the meaning
set forth in Section 4.03.


 


“Indemnifying Party” has the meaning
set forth in Section 4.03.


 


“Initial ABS Holders” has the meaning
et forth in the preamble.


 


“Initial DB Holder” has the meaning
set forth in the preamble.


 


“Initial Holders” means, collectively,
the Initial Warburg Holders, the Initial DB Holder and the Initial ABS Holders.


 


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“Initial Public Offering” means the
initial underwritten public offering of Common Stock pursuant to an effective
registration statement under the Securities Act.


 


“Initial Warburg Holders” has the
meaning set forth in the preamble.


 


“Losses” has the meaning set forth in Section 4.01.


 


“Material Adverse Effect” has the
meaning set forth in Section 2.01(e)  


 


“Person” means arty individual,
partnership, corporation, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization,
government or agency or political subdivision thereof, or other entity.


 


“Piggyback Registration” has the
meaning set forth in Section 2.02.


 


“Preferred Stock” means, collectively,
the Series Preferred Stock, the Series D Preferred Stock and the Series F
Preferred Stock.


 


“Registrable ABS Securities” means,
collectively, (a) any Registrable Common Stock from time to time acquired
or held by any ABS Holder (whether upon the conversion of any Preferred Stock
or otherwise) and (b) any securities of the Company or any successor
entity into which Registrable Common Stock may hereafter be reclassified,
converted or changed.  As to any
particular Registrable ABS Securities, such securities shall cease to be
Registrable ABS Securities upon the earliest to occur of (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of under such registration statement in accordance with the plan of
distribution set forth therein; (ii) such securities shall have been
transferred pursuant to Rule 144 or are eligible for sale under rule 144(k)
without regard to the volume limitations contained in Rule 144(e);
(iii) such securities shall have been otherwise transferred or disposed
of, and new certificates therefor not bearing a legend restricting further
transfer shall have been delivered by the Company, and subsequent transfer of
such securities shall not require registration or qualification under the
Securities Act or any similar state law then in force; or (iv) such
securities shall have ceased to be outstanding.


 


“Registrable Common Stock” means, with
respect to any Person, the shares of Common Stock (including, without
limitation, the Conversion Shares) now or hereafter held by such Person,
together with any securities issued in respect thereof in connection with any
stock split, stock dividend, merger, consolidation, reclassification,
recapitalization or similar event with respect to such shares of Common Stock.


 


“Registrable DB Securities” means,
collectively, (a) any Registrable Common Stock from time to time acquired
or held by any DB Holder (whether upon the conversion of any Preferred Stock or
otherwise) and (b) any securities of the Company or any successor entity
into which Registrable Common Stock may hereafter be reclassified, converted or
changed.  As to any particular
Registrable DB Securities, such securities shall cease to be Registrable DB
Securities upon the earliest to occur of (i) a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of under such
registration statement in accordance with the plan of distribution set forth
therein;


 


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(ii) such securities shall
have been transferred pursuant to Rule 144 or are eligible for sale under Rule
144(k) without regard to the volume limitations contained in Rule 144(e);
(iii) such securities shall have been otherwise transferred or disposed
of, and new certificates therefor not bearing a legend restricting further
transfer shall have been delivered by the Company, and subsequent transfer of
such securities shall not require registration or qualification under the
Securities Act or any similar state law then in force; or (iv) such
securities shall have ceased to be outstanding,


 


“Registrable Securities” means,
collectively, the Registrable AB Securities, the Registrable DB Securities and
the Registrable Warburg Securities.


 


“Registrable Warburg Securities”
means, collectively, (a) any Registrable common Stock from time to time
acquired or held by any Warburg Holder (whether upon the conversion of any
Preferred Stock, the exercise of any Warrants or otherwise) and (b) any
securities of the Company or any successor entity into which Registrable Common
Stock may hereafter be reclassified, converted or changed.  As to any particular Registrable Warburg
Securities, such securities shall cease to be Registrable Warburg Securities
upon the earliest to occur of (i) a registration statement with respect to
the sale of such securities shall have become effective under the Securities
Act and such securities shall have been disposed of under such registration
statement in accordance with the plan of distribution set forth therein;
(ii) such securities shall have been transferred pursuant to Rule 144 or
are eligible for sale under Rule 144(k) without regard to the volume
limitations contained in Rule 144(e); (iii) such securities shall have
been otherwise transferred or disposed of, and new certificates therefor not
bearing a legend restricting further transfer shall have been delivered by the
Company, and subsequent transfer of such securities shall not require
registration or qualification under the Securities Act or any similar state law
then in force; or (iv) such securities shall have ceased to be
outstanding.


 


“Registration Expenses” has the
meaning set forth in Section 3.02.


 


“Requesting Holders” means the Holders
requesting a Demand Registration, and shall include, except in the case of Section 2.01(c),
parties deemed “Requesting Holders” pursuant to Sections 2.01 (a)(v), (vi) and
(vii).


 


“Rule 144” means Rule 144 (or any
successor rule of similar effect) promulgated under the Securities Act.


 


“Securities Act” means the Securities
Act of 1933, as amended, and all rules and regulations promulgated thereunder,
as in effect from time to time.


 


“Securities Purchase Agreement” has
the meaning set forth in the first recital.


 


“Selling Holder” means any Holder
which is selling Registrable Securities pursuant to a public offering
registered hereunder.


 


“Series C Preferred Stock” has the
meaning set forth in the second recital.


 


“Series D Preferred Stock” has the
meaning set forth in the first recital.


 


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“Series E Preferred Stock” has the
meaning set forth in the first recital.


 


“Shelf Registration” means a Demand
Registration which is effected pursuant to Rule 415 under the Securities Act.


 


“Underwriter” means a securities
dealer which purchases any Registrable Securities as principal in connection
with a Demand Registration or a Piggyback Registration and not as part of such
dealer’s market-making activities.


 


“Warburg Holders” means, collectively,
the Initial Warburg Holders, their direct and indirect successors and permitted
assigns and any direct or indirect transferee of any Registrable Securities
initially held by any of the Initial Warburg Holders.


 


“Warrants” has the meaning set forth
in the second recital.


 


Section 1.02  Internal References.  Unless the context indicates otherwise,
references to Articles, Sections and paragraphs shall refer to the
corresponding articles, sections and paragraphs in this Agreement, and
references to the parties shall mean the parties to this Agreement.


 


ARTICLE II


 


REGISTRATION RIGHTS


 


Section 2.01  Demand Registration.  (a) (i) Holders of not less than a
majority of the Registrable Warburg Securities may make up to three (3) written
requests for a Demand Registration (of which such Demand Registrations, two (2)
may be Shelf Registrations) of all or any part of the Registrable Warburg
Securities held by such Warburg Holders; provided that the Warburg
Holders shall not be entitled to a Demand Registration if, during the nine (9)
months preceding such request, a Demand Registration shall have been declared
effective by the Commission and the requesting Warburg Holders included
Registrable Securities in such Demand Registration.  In the event that any Initial Warburg Holder
requests a registration pursuant to this Section 2.01(a)(i) in connection
with a distribution of Registrable Warburg Securities to its partners, the
registration shall, if requested by such Initial Warburg Holder, provide for
the resale by such partners.


 


(ii)                                  Holders of not less
than a majority of the Registrable DB Securities may make up to two (2) written
requests for a Demand Registration (of which such Demand Registrations, one (1)
may be a Shelf Registration) of all or any part of the Registrable DB
Securities held by such DB Holders; provided that (A) no such Demand
Registration may be requested by the DB Holders if the related registration
statement would be required to become effective prior to the date which is one
hundred and eighty one (181) days after the consummation of an Initial Public
Offering and (B) the DB Holders shall not be entitled to a Demand
Registration if, during the nine (9) months preceding such request, a Demand
Registration shall have been declared effective by the Commission and the
requesting DB Holders included Registrable Securities in such Demand
Registration.  In the event that the
Initial DB Holder requests a registration pursuant to this Section 2.01(a)(ii)
in connection with a distribution of Registrable DB Securities


 


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to its partners, the
registration shall, if requested by the Initial DB Holder, provide for the
resale by such partners.


 


(iii)                               Holders of not less than
a majority of the Registrable ABS Securities may make one (1) written request
for a Demand Registration of all or any part of the Registrable ABS Securities
held by such ABS Holders; provided that (A) no such Demand
Registration may be requested by the ABS Holders if the related registration
statement would be required to become effective prior to the date which is one
hundred and eighty one (181) days after the consummation of an Initial Public
Offering and (B) the ABS Holders shall not be entitled to a Demand
Registration if, during the nine (9) months preceding such request, a Demand
Registration shall have been declared effective by the Commission and the
requesting ABS Holders Included Registrable Securities in such Demand
Registration.  In the event that any
Initial ABS Holder requests a registration pursuant to this Section 2.01
(a)(iii) in connection with a distribution of Registrable ABS Securities to its
partners, the registration shall, if requested by such Initial ABS Holder,
provide for the resale by such partners.


 


(iv)                              Any request for a Demand
Registration will specify the aggregate number of shares of Registrable
Securities proposed to be sold by the Requesting Holders and will also specify
the intended method of disposition thereof. 
Any such request for a Demand Registration shall specify whether such
registration will be a Shelf Registration. 
For so long as the Initial Warburg Holders hold Registrable Warburg
Securities, no Demand Registration made by any Warburg Holder shall be a Shelf
Registration without the consent of a majority in interest of the Initial
Warburg Holders.  For so long as the
Initial DB Holder holds Registrable DB Securities, no Demand Registration made
by any DB Holder shall be a Shelf Registration without the consent of the
Initial DB Holder.  For so long as the
Initial ABS Holders hold Registrable ABS Securities, no Demand Registration
made by any ABS Holder shall be a Shelf Registration without the consent of a
majority in interest of the Initial ABS Holders.  The Company shall not be required to honor
any written request for a Demand Registration with respect to the Registrable
Warburg Securities, the Registrable DH Securities or the Registrable ABS
Securities, as the case may be, unless such Registrable Securities subject to
such Demand Registration shall (x) have an anticipated aggregate public
market offering price of not less than ten million dollars ($10,000,000), or
(y) constitute not less than fifteen percent (15%) of the Registrable
Securities held on the date of this Agreement by the respective Initial Holders
of such Registrable Securities requesting such Demand Registration or
(z) constitute all remaining Registrable Securities held by the Holders of
such Registrable Securities requesting such Demand Registration.  A registration will not count as a Demand
Registration unless it has become effective, unless it has been withdrawn at
the request of the Requesting Holders.


 


(v)                                 Upon receipt of any
request for a Demand Registration by Holders of not less than a majority of the
Registrable Warburg Securities held by the Warburg Holders, the Company shall
promptly (but in any event within ten (10) days) give written notice of such
proposed Demand Registration to all other Holders, and subject to Section 2.01(e),
all such Holders shall have the right, exercisable by written notice to the
Company within ten (10) days of their receipt of the Company’s notice, to elect
to include in such Demand Registration such portion of their Registrable
Securities as they may request.  All such
Holders requesting to have their Registrable Securities included in a Demand
Registration in accordance with the preceding sentence shall be deemed to be “Requesting
Holders” for purposes of this Section 2.01; provided that any DB


 


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Holders and any ABS Holders
shall not be deemed to be “Requesting Holders” for purposes of Section 2.01(c)
or for purposes of clause (x) of the proviso set forth in the last sentence of Section 2.01(e).


 


(vi)                              Upon receipt of any
request for a Demand Registration by Holders of not less than a majority of the
Registrable DB Securities held by the DB Holders, the Company shall promptly
(but in any event within ten (10) days) give written notice of such proposed
Demand Registration to all other Holders, and subject to Section 2.01(e),
all such Holders shall have the right, exercisable by written notice to the
Company within ten (10) days of their receipt of the Company’s notice, to elect
to include in such Demand Registration such portion of their Registrable
Securities as they may request.  All such
Holders requesting to have their Registrable Securities included in a Demand
Registration in accordance with the preceding sentence shall be deemed to be “Requesting
Holders” for purposes of this Section 2.01; provided that any Warburg
Holders and any AB Holders shall not be deemed to be “Requesting Holders” for
purposes of Section 2.01(c) or for purposes of clause (x) of the proviso
set forth in the last sentence of Section 2.01(e).


 


(vii)                           Upon receipt of any request
for a Demand Registration by Holders of a majority of the Registrable ABS
Securities held by the ABS Holders, the Company shall promptly (but in any
event within ten (10) days) give written notice of such proposed Demand
Registration to all other Holders, and subject to Section 2,01(e), all
such Holders shall have the -right, exercisable by written notice to the
Company within ten (10) days of their receipt of the Company’s notice, to elect
to include in such Demand Registration such portion of their Registrable
Securities as they may request.  All such
Holders requesting to have their Registrable Securities included in a Demand
Registration in accordance with the preceding sentence shall be deemed to be “Requesting
Holders” fox purposes of this Section 2.01; provided that any
Warburg Holders and any DB Holders shall not be deemed to be “Requesting
Holders” for purposes of Section 2.01(c) or for purposes of clause (x) of
the proviso set forth in the last sentence of Section 2.01(e).


 


(b)                                 In the event that the
Requesting Holders withdraw or do not pursue a request for a Demand
Registration and, pursuant to Section 2.01(a) hereof, such Demand
Registration is deemed to have been effected, the Holders may reacquire such
Demand Registration (such that the withdrawal or failure to pursue a request
will not count as a Demand Registration hereunder) if the Requesting Holders
reimburse the Company for any and all Registration Expenses actually incurred
by the Company in connection with such request for a Demand Registration.


 


(c)                                  If the Requesting
Holders so elect, the offering of such Registrable Securities pursuant to such
Demand Registration shall be in the form of a “firm commitment” underwritten
offering.  The Company shall have the
right to select the managing Underwriters and any additional investment bankers
and managers to be used in connection with any offering under this Section 2.01,
subject to the approval of a majority in interest of the Requesting Holders,
which approval shall not be unreasonably withheld.


 


(d)                                 The Requesting Holders
will inform the Company of the time and manner of any disposition of
Registrable Securities (which may be pursuant to a Shelf Registration), and
agree to take reasonable action to cooperate with the Company in effecting the
disposition of the


 


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Registrable Securities in a
manner that does not unreasonably disrupt the public trading market for the
Common Stock,


 


(e)                                  Priority on Demand
Registrations.  No securities to be
sold for the account of any Person (including the Company) other than a
Requesting Holder shall be included in a Demand Registration unless the
managing Underwriter or Underwriters shall advise the Company and the
Requesting Holders in writing that the inclusion of such securities will not
materially and adversely affect the price, distribution or timing of the
offering (a “Material Adverse Effect”). 
Any additional securities to be included in a Demand Registration
pursuant to this Section 2.01(e) shall be included in such Demand
Registration in accordance with their relative rights.  Furthermore, in the event the managing
Underwriter or Underwriters shall advise the Company or the Requesting Holders
that even after exclusion of all securities of other Persons (including the
Company) pursuant to the immediately preceding sentence, the amount of
Registrable Securities proposed to be included in such Demand Registration by
Requesting Holders is sufficiently large to cause a Material Adverse Effect,
the Registrable Securities of the Requesting Holders to be included in such
Demand Registration shall equal the number of shares which the Company and the
Requesting Holders are so advised can be sold in such offering without a
Material Adverse Effect and such shares shall be allocated pro rata among the
Requesting Holders on the basis of the number of Registrable Securities held by
each such Requesting Holder; provided, however, that if more than twenty
percent (20%) of the Registrable Securities originally requested to be
registered pursuant to a Demand Registration under Section 2.01 are
excluded from registration hereunder, then (x) the Requesting Holders
shall have the right to withdraw all of their shares from such registration,
(y) such registration will not count as a Demand Registration for purposes
of this Section 2.01 and (z) upon such withdrawal, the Company shall
not have the obligation to effect such Demand Registration.


 


Section 2.02  Piggyback Registration.  (a) If the Company at any time proposes
to file a registration statement under the Securities Act with respect to an
offering of securities for its own account or for the account of another Person
(other than a registration statement on Form S-4 or S-8 (or any substitute form
that may be adopted by the Commission) and other than a Demand Registration
hereunder), the Company shall give written notice of such proposed filing to
the Holders at the address set forth in the share register of the Company as
soon as reasonably practicable (but in no event less than fifteen (15) days
before the anticipated date on which such registration will be first filed with
the Commission), undertaking to provide each Holder the opportunity to register
on the same terms and conditions such number and type of Registrable Securities
as such Holder may request (a “Piggyback Registration”).  Each Holder will have ten (10) business days
after receipt of any such notice to notify the Company as to whether it wishes
to participate in a Piggyback Registration (which notice shall not be deemed to
be a request for a Demand Registration); provided that should a Holder
fail to provide timely notice to the Company, such Holder will forfeit any
rights to participate in the Piggyback Registration with respect to such
proposed offering.  In the event that the
registration statement is filed on behalf of a Person other than the Company,
the Company will use its reasonable best efforts to have the shares of
Registrable Securities that the Holders wish to sell included in the
registration statement.  If the Company
shall determine in its sole discretion not to register or to delay the proposed
oft-ring, the Company shall, provide written notice of such determination to
the Holders and (i) in the case of a determination not to effect the
proposed offering, shall thereupon be relieved of the obligation to register
such Registrable Securities in connection therewith and


 


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(ii) in the case of a
determination to delay a proposed offering, shall thereupon be permitted to
delay registering such Registrable Securities for the same period as the delay
in respect of the proposed offering, in any case, without obligation or
liability to any Holder.  As between the
Company and the Selling Holders, the Company shall be entitled to select the
Underwriters in connection with any Piggyback Registration. In the event that
any Initial Warburg Holder, the Initial DB Holder or any Initial ABS Holder, as
the case may be, requests a registration pursuant to this Section 2.02(a)
in connection with a distribution of Registrable Warburg Securities.
Registrable DB Securities or Registrable ABS Securities, as the case may be, to
its respective partners, the registration shall, if requested by such Initial
Warburg Holder, Initial DB Holder or Initial ABS Holder, as the case may be,
provide for the resale by such partners.


 


(b)                                 Priority on
Piggyback Registrations.  Subject to
the succeeding provisions of this Section 2.02(b), if the managing
Underwriter advises the Company that the inclusion of Registrable Securities
requested to be included in the Piggyback Registration by any Holder would
cause a Material Adverse Effect, the Company will be obligated to include in
such registration statement, as to each Holder only a portion of the shares
such Holder has requested be registered equal to the ratio which such Holder’s
requested shares bears to the total number of shares requested to be included
in such registration statement by the Company and all Persons which have the
contractual right to request that their shares be included in such registration
statement and which have requested their shares be included; provided, however,
that the provisions of this sentence shall not be applicable to the Person or
Persons initiating such registration statement. 
If the Company initiated the registration, then the Company may include
all of its securities in such registration statement before any such Holder’s
requested shares are included.  If
another security holder initiated the registration and the Company wishes to
include any of its securities in such registration statement, then the number
of securities which all security holders (which have the contractual right to
request that their shams be included in such registration statement, including
the Holders) and the Company have requested or otherwise sought to be included
in such registration statement shall be reduced as necessary pro rata in proportion
to the relative number of securities requested or otherwise sought by each such
security holder and the Company to be included in such registration statement
until the number of securities to be included in such registration statement no
longer exceeds the number which can be sold in such offering.  If, as a result of the provisions of this Section 2.02(b),
any Holder shall not be entitled to include all Registrable Securities in a
registration that such Holder has requested to be so included, such Holder may
withdraw such Holder’s request to include Registrable Securities in such
registration statement prior to its effectiveness.


 


ARTICLE III


 


REGISTRATION PROCEDURES


 


Section 3.01  Filings; Information.  In connection with the registration of Registrable
Securities pursuant to Section 2.01 and Section 2.02 hereof, the
Company will use its reasonable best efforts to effect the registration of such
Registrable Securities as promptly as is reasonably practicable, and in
connection with any such request:


 


(a)                                  The Company will
expeditiously prepare and file as soon as practicable but in any event within
sixty (60) days with respect to a Demand Registration) with the


 


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Commission a registration
statement on any form for which the Company then qualifies and which counsel
for the Company shall deem appropriate and available for the sale of the
Registrable Securities to be registered thereunder in accordance with the
intended method of distribution thereof, and use its reasonable best efforts to
cause such filed registration statement to become and remain effective
(i) with respect to any Demand Registration (other than a Shelf
Registration) or Piggyback Registration, for such period equal to the lesser of
(x) ninety (90) days, and (y) the completion of the distribution of
such securities and (ii) with respect to a Shelf Registration, until the
earlier of the sale of all Registrable Securities thereunder and the end of the
12th calendar month from the time the Shelf Registration becomes effective; provided
that if the Company shall furnish to the Selling Holder a certificate signed by
the Company’s Chairman or president stating that the Company’s Board of
Directors (not including directors nominated by the Selling Holders) has
determined in good faith that required financial statements are not available
or that it would be detrimental or otherwise disadvantageous to the Company or
its stockholders for such a registration statement to be filed as
expeditiously- as possible because the sale of Registrable Securities covered
by such registration statement or the disclosure of information in any related
prospectus or prospectus supplement would materially interfere with any
acquisition, financing or other material event or transaction which is then
intended or the public disclosure of which at the time would be materially
prejudicial to the Company, the Company may postpone the filing or
effectiveness of a registration statement for a period of not more than one
hundred and twenty (120) days; provided, fuurther, that the Company
shall not exercise its right to preempt, delay or postpone any registration
pursuant to the first proviso to this Section 3.01(a) or Section 3.01(b)
for more than one hundred and eighty (180) days in the aggregate for all such
provisions during any period of three hundred sixty (36O) consecutive days; provided,
further, that the Company may exercise its rights under Section 3.01
(a) only once with respect to any particular registration statement; and provided,
further, that if (i) the effective date of any registration
statement filed pursuant to a Demand Registration would otherwise be at least
forty five (45) calendar days, but fewer than ninety (90) calendar days, after
the end of the Company’s fiscal year and (ii) the Securities Act requires
the Company to include audited financial statements of the Company as of the
end of such fiscal year, the Company may delay the effectiveness of such
registration statement for such period as is reasonably necessary to include
therein its audited financial statements for such fiscal year.


 


(b)                                 Anything in this
Agreement to the contrary notwithstanding, it is understood and agreed that the
Company shall not be required to keep any Shelf Registration effective or
useable for offers and sales of the Registrable Securities, file a post
effective amendment to a Shelf Registration statement or prospectus supplement
of to supplement or amend any registration statement, if the Company has
determined that required financial statements are not available to it or if the
Company is then involved in discussions concerning, or otherwise engaged in,
any material financing or investment, acquisition or divestiture transaction or
other material business purpose, if the Company determines in good faith that
the keeping of such Shelf Registration effective or useable or the making of
such a filing, supplement or amendment at such time would interfere with such
transaction or purpose.  The Company
shall promptly give the Holders of Registrable Securities written notice of
such postponement containing a general statement


 


10





















 


of the reasons for such
postponement and an approximation of the anticipated delay.  Upon receipt by a Holder of Registrable
Securities of notice of an event of the kind described in this Section 3.01(b),
such Holder shall forthwith discontinue such Holder’s disposition of
Registrable Securities until such Holder’s receipt of notice from the Company
that such disposition may continue and of any supplemented or amended
prospectus indicated in such notice. 
Notwithstanding anything to the contrary contained herein, the Company
shall not be entitled to preempt, delay or postpone the filing or effectiveness
of any registration statement, pre- or post-effective amendment or supplement
to any registration statement or prospectus supplement pursuant to the first
proviso of Section 3,01 (a or this Section 3-01(b) for more than one
hundred and eighty (180) days in the aggregate for all such provisions during
any period of three hundred sixty (360) consecutive days.


 


(c)                                  Before filing a
;registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to any Selling Holder and to the applicable managing
Underwriters, if any, draft copies of all such documents proposed to be filed
at least ten (10) days prior thereto, which documents will be subject to the
reasonable review of such Selling Holders, the applicable managing
Underwriters, if any, and their respective counsel, agents and representatives,
and the Company will not file any registration statement or amendment thereto
or any prospectus or any supplement thereto (including such documents
incorporated by reference) to which any Selling Holder or Underwriter shall
reasonably object.


 


(d)                                 The Company will
notify the Selling Holders requesting such registration and (if requested)
confirm such advice in writing, as soon as practicable after notice thereof is
received by the Company (i) when the registration statement or any
amendment thereto has been filed or becomes effective, the prospectus or any
amendment or supplement to the prospectus has been filed (ii) of any
request by the Commission for amendments or supplements to the registration statement
or the prospectus or for additional information, (iii) if at any time the
representations and warranties of the Company contemplated by Section 5.01
cease to be true and correct and (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.


 


(e)                                  After the filing of
the registration statement, the Company will promptly notify the Selling
Holders of any stop order issued, or, to the Company’s knowledge, threatened to
be issued, by the Commission and use its reasonable best efforts to prevent the
entry of such stop order or to remove it if entered.


 


(f)                                    The Company will
prepare and file with the Commission such amendments, post-effective amendments
and supplements to such registration statement and.. the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period of not less than ninety (90) days (or such shorter
period which will terminate when all Registrable Securities covered by such
registration statement have been sold or withdrawn, but not prior to the
expiration of the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174


 


11





















 


thereunder, if applicable),
cause the prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 42.4 under the Securities
Act, and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement (to the
extent such compliance obligations fall on the Company) during such period in
accordance with the intended methods of disposition by the Selling Holders set
forth in such registration statement.


 


(g)                                 The Company will
furnish to each Selling Holder requesting such registration and the managing
Underwriter, if any, without charge, one signed copy and such number of
conformed copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and any amendments or supplements thereto, any
documents incorporated by reference therein and such other documents as any
such Selling Holder or such managing Underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities (it being
understood that, subject to Section 3.01(b) hereof, the Company consents
to the use of the prospectus (including the preliminary prospectus) and any
amendment or supplement thereto by the Selling Holder requesting such
registration and the managing Underwriter, if any, in connection with the
offering and sale of the Registrable Securities covered by the prospectus or
any amendment or supplement thereto).


 


(h)                                 The Company will use
its reasonable best efforts to qualify the Registrable Securities for offer and
sale under such other securities or blue slew laws of such jurisdictions in the
United States as the Selling Holders reasonably request; keep each such
registration or qualification (or exemption therefrom) effective during the
period in which such registration statement is required under this Agreement or
pursuant to applicable law to be kept effective; and do any and all other acts
and things which may be reasonably necessary or advisable to enable each
Selling Holder to consummate the disposition of the Registrable Securities
owned by such Selling Holder in such jurisdictions; provided that the Company
will not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph
3.01(h), (ii) subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process in any such jurisdiction.


 


(i)                                     The Company will
as promptly as is practicable notify the Selling Holders, at any time when a
prospectus relating to the sale of the Registrable Securities is required by
law to be delivered under the Securities Act, of the occurrence of any event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading and, subject to Section 3.01(b) hereof, promptly make
available to the Selling Holders and to the Underwriters any such supplement or
amendment.  Upon receipt of any notice of
the occurrence of any event of the kind described in the preceding sentence,
Selling Holders will forthwith discontinue the offer and sale of Registrable
Securities pursuant to the registration


 


12





















 


statement covering such
Registrable Securities until receipt by the Selling Holders and the
Underwriters of the copies of such supplemented or amended prospectus and, if
so directed by the Company, the Selling Holders will deliver to the Company all
copies, other than permanent file copies then in the possession of Selling
Holders, of the most recent prospectus covering such Registrable Securities at
the time of receipt of such notice.  In
the event the Company shall give such notice, the Company shall extend the
period during which such registration statement shall be maintained effective
as provided in Section 3.01(a) hereof by the number of days during the
period from and including the date of the giving of such notice to the date
when the Company shall make available to the Selling Holders such supplemented
or amended prospectus.


 


(j)                                     The Company will
enter into customary agreements (including an underwriting agreement in
customary form, including customary representations, warranties, covenants,
conditions and indemnities) and take such other actions as are required or reasonably
requested by the Selling Holders or the managing Underwriter in order to
expedite or facilitate the sale of such Registrable Securities.


 


(k)                                  At the request of any
Underwriter in connection with an underwritten offering the Company will
furnish an opinion of counsel, addressed to the Underwriters, covering such
customary matters as the managing Underwriter may reasonably request and
(ii) a comfort letter or comfort letters (and updates thereof) from the
Company’s independent public accountants covering such customary matters as the
managing Underwriter may reasonably request.


 


(l)                                     If requested by
the managing Underwriter or any Selling Holder, the Company shall promptly
incorporate in a prospectus supplement or post effective amendment such information
as the managing Underwriter or any Selling Holder reasonably requests to be
included therein, including without limitation, with respect to the Registrable
Securities being sold by such Selling Holder, the purchase price being paid
therefor by the Underwriters and with respect to any other terms of the
underwritten offering of the Registrable Securities to be sold in such
offering, and promptly make all required filings of such prospectus supplement
or post effective amendment.


 


(m)                               The Company shall promptly
make available for inspection by any Selling Holder or Underwriter
participating in any disposition pursuant to any registration statement, and
any attorney, accountant or other agent or representative retained by any such
Selling Holder or Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such Selling Holder or Underwriter in connection
with such registration statement; provided that such Selling Holder
shall {to the extent that the same is within its reasonable control) maintain,
and cause its representatives to maintain, the confidentiality of such
information (other than any information or portion thereof which (i) was
in the public domain at or subsequent to the time such information or portion
thereof was communicated to the receiving party by the disclosing party through
no fault of the receiving party, (ii) was rightfully in the receiving
party’s possession free of any


 


13





















 


obligation of confidentiality
at or subsequent to the time such information or portion thereof was
communicated to the receiving party by the disclosing party, (iii) was
developed by employees or agents of the receiving party independently of and
without reference to any information communicated to the receiving party by the
disclosing party or (iv) was communicated by the disclosing party to an
unaffiliated third party free of any obligation of confidentiality); provided,
however, that, notwithstanding anything to the contrary set forth above,
the disclosure by any party of any such information or portion thereof
(i) to any Affiliate of such disclosing party, or to any officer,
director, employee, agent, representative, attorney or other advisor of such
disclosing party or of any Affiliate of such disclosing party, which, in each
case, agrees to be bound by the provisions of this Section 3.01(m),
(ii) to any foreign or domestic Governmental or quasi-Governmental
Authority, (iii) in response to an order by a court or other Governmental
Authority, (iv) which is otherwise required by applicable law or
regulation or (v) which is necessary or advisable to establish the rights
of any party under this Agreement, shall not be considered to be a breach of
this Agreement by the party making such disclosure.


 


(n)                                 The Company shall cause
the Registrable Securities included in any registration statement to be
(A) listed on each securities exchange, if any, on which similar
securities issued by the Company are then listed or (B) authorized to be
quoted and/or listed (to the extent applicable) on the Nasdaq National Market,
if the Registrable Securities so qualify.


 


(o)                                 The Company shall
provide a CUSIP number, registrar and transfer agent for the Registrable
Securities included in any registration statement not later than the effective date
of such registration statement.


 


(p)                                 The Company shall
cooperate with each Selling Holder and each Underwriter participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc.


 


(q)                                 The Company shall
during the period when the prospectus is required to be delivered under the
Securities Act, promptly file all documents required to be filed with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.


 


(r)                                    The Company will
make generally available to its security holders, as soon as reasonably
practicable, an earnings statement covering a period of twelve (12) months,
beginning within three (3) months after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section 11
(a of the Securities Act and the rules and regulations of the Commission
thereunder.


 


(s)                                  Following the
consummation of an initial Public Offering, the Company shall use its
reasonable best efforts to qualify for registration on Form S-3 for secondary
sales as soon as possible.  The Company
will use its reasonable best efforts to cause all such Registrable Securities
to be listed on each securities exchange or quoted on each inter-dealer
quotation system on which the Common Stock is then listed or quoted.


 


14





















 


The Company may require Selling Holders
promptly to furnish in writing to the Company such information regarding such
Selling Holders, the plan of distribution of the Registrable Securities and
other information as may be legally required in connection with such
registration, and the Selling Holders agree to do so as promptly as reasonably
practicable.


 


Section 3.02  Registration Expenses.  The Company will pay all registration
expenses (collectively, “Registration Expenses”) of the Selling Holders
in connection with any Demand and/or Piggyback Registrations including but not
limited to (i) registration and filing fees with the Commission and the
National Association of Securities Dealers, Inc., (ii) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), (iii) printing expenses, (iv) fees and
expenses incurred in connection with the listing or quotation of the
Registrable Securities, (v) fees and expenses of counsel to the Company
and the reasonable fees and expenses of independent certified public
accountants for the Company (including fees and expenses associated with the
special audits or the delivery of comfort letters), (vi) the reasonable
fees and expenses of any additional experts retained by the Company in
connection with such registration, (vii) all roadshow costs and expenses
not paid by the Underwriters, (viii) rating agency fees and
(ix) reasonable fees and expenses of one counsel to the holders of
Registrable Securities.


 


The Company will not be required to pay for
any underwriting discounts or commissions or any broker’s fees or other similar
selling fees attributable to the sale of Registrable Securities, which shall be
borne by the Holders of the Registrable Securities so registered pro rata on
the basis of the number of their shares so registered.


 


ARTICLE IV


 


INDEMNIFICATION AND CONTRIBUTION


 


Section 4.01  Indemnification by the Company.  The Company agrees to indemnify and hold
harmless, to the fullest extent permitted by applicable law, each Selling
Holder and its Affiliates and their respective officers, directors, partners,
stockholders, members, employees, agents and representatives and each Person
(if any) which controls a Selling Holder within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against
any and all losses, claims, damages, liabilities, costs and expenses (including
attorneys’ fees) (collectively, “Losses”) caused by, arising out of,
resulting from or related to any untrue statement or alleged untrue statement
of a material fact contained in any registration statement, preliminary
prospectus or prospectus relating to the Registrable Securities (as amended or
supplemented from time to time), or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the case of the prospectus, in light of the
circumstances under which they were made, not misleading, except insofar as such
Losses are caused by or contained in or based upon any information furnished in
writing to the Company by or on behalf of such Selling Holder or any
Underwriter expressly for use therein (which was not subsequently corrected in
writing prior to the sale of Registrable Securities to the Person asserting the
Loss in sufficient time to permit the Company to amend or supplement the
Registration Statement or such prospectus appropriately) or by the Selling
Holder’s failure to deliver a copy of the registration statement or prospectus
or


 


15





















 


any amendments or supplements
thereto after the Company has furnished the Selling Holder with copies of the
same.  The Company also agrees to
indemnify any Underwriters of the Registrable Securities, their officers and
directors and each Person which controls such Underwriters on substantially the
same basis as that of the indemnification of the Selling Holders provided in
this Section 4.01.  Notwithstanding
the foregoing, the Company shall have no obligation to indemnify under this Section 4.01
to the extent any such Losses have been finally and non-appealably determined
by a court of competent jurisdiction to have resulted from a Selling Holder’s
or Underwriters willful misconduct or gross negligence.


 


Section 4.02  Indemnification by Selling Holders.  The Selling Holders agree to indemnify and
hold harmless, to the fullest extent permitted by applicable law, the Company
and its Affiliates and their respective officers, directors, partners,
stockholders, members, employees, agents and representatives and each Person
(if any) which controls the Company within the meaning of either Section 1
of the Securities Act or Section 20 of the Exchange Act, from and against
any and all Losses caused by, arising out of, resulting from or related to any
untrue statement or alleged untrue statement of a material fact contained in
any registration statement, preliminary prospectus or prospectus relating to
the Registrable Securities (supplemented from time to time) or any preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the case of the prospectus, in light of the circumstances under
which they were made, not misleading, but only insofar as such Losses are
caused by or contained in or based upon any information furnished in writing to
the Company by or on behalf of such Selling Holder or any Underwriter expressly
for use therein (which was not subsequently corrected in writing prior to or
concurrently with the sale of Registrable Securities to the Person asserting
the Loss in sufficient time to permit the Company to amend or supplement the
Registration Statement or such prospectus appropriately). Notwithstanding the
foregoing, the Selling Holder shall have no obligation to indemnify under this Section 4.02
to the extent that any such Losses have been finally and non-appealably
determined by a court of competent jurisdiction to have resulted from the
Company’s willful misconduct or gross negligence.


 


Section 4.03  Conduct of Indemnification Proceedings.  In case any claim or proceeding (including
any governmental investigation) shall be instituted or threatened involving any
Person in respect of which indemnity may be sought pursuant to Section 4.01
or Section 4.02, such Person (the “Indemnified Party”) shall
promptly notify the Person against which such indemnity may be sought (the “Indemnifying
Party”) in writing (it being understood that the failure to give such
notice shall not relieve any Indemnifying Party from any liability which it may
have hereunder except to the extent the Indemnifying Party is actually and
materially prejudiced by such failure) and the Indemnifying Party, upon the
request of the Indemnified Party, shall retain counsel reasonably satisfactory
to such Indemnified Party to represent such Indemnified Party and any other
Persons the Indemnifying Party may designate in such claim or proceeding and
shall pay the fees and disbursements of such counsel related to such claim or
proceeding.  If the Indemnifying Party
does not elect within fifteen (15) days after receipt of the notice required
hereby to assume the defense of any claim or proceeding, the Indemnified Party
may assume such defense with counsel of its choice at the cost and expense of
the Indemnifying Party.  In any such
claim or proceeding where the Indemnifying Party has assumed the defense, any
indemnified Party shall have the right to retain its oven counsel and
participate in, but not control, the defense, but the fees and expenses of such
counsel shall be at the expense of such


 


16





















 


Indemnified Party unless
(i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the Indemnified
Party and the Indemnifying Party and, in the opinion of counsel for the
Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicting interests between them or
there exist defenses available to the Indemnified Party which are not available
to the Indemnifying Party, in which case the Indemnified Party may retain
counsel of its choice, which counsel shall be reasonably satisfactory to the
Indemnifying Party, and such counsel may defend the Indemnified Party.  It is understood that the Indemnifying Party
shall not, in connection with any claim or proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel for each such
jurisdiction) at any time for all such Indemnified Parties, and that all such
fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the
Indemnified Parties.  The Indemnifying
Party shall not settle any claim or proceeding without the written consent of
the Indemnified Party, unless such settlement (x) requires no relief or
penalty other than the payment of money damages, (y) does not require any
Indemnified Party to admit culpability or fault in any respect and
(z) contains a full and complete release of the Indemnified Party with
respect to all matters arising from the facts giving rise to the underlying
claim or proceeding.  The Indemnifying
Party shall not be liable for any settlement of any claim or proceeding
effected without its written consent, but if settled with such consent (riot to
be unreasonably withheld), or if there be a final judgment for the plaintiff,
the Indemnifying Party shall indemnify and hold harmless such Indemnified
Parties from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment.


 


Section 4.04  Contribution.  If the indemnification provided for in this Article IV
is unavailable to an Indemnified Party in respect of any Losses in respect of
which indemnity is to be provided hereunder, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall to the fullest extent
permitted by law contribute to the amount paid or payable by such Indemnified
Party as a result of such Losses in such proportion as is appropriate to
reflect the relative fault of such party in connection with the statements or
omissions that resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault of
the Company, each Selling Holder and the Underwriters shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by such party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


The Company and each Selling Holder agrees
that it would not be just and equitable if contribution pursuant to this Section 4.04
were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or
payable by an Indemnified Party as a result of the Losses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim or proceeding. 
Notwithstanding the provisions of this Article IV, no Selling
Holder shall be


 


17





















 


required to indemnify for or
contribute any amount in excess of the amount by which the net proceeds of the
offering received by such Selling Holder exceeds the amount of any damages, if
any, which such Selling Holder has otherwise been required to pay to a third
party by reason of such untrue or alleged untrue statement or omission or
alleged omission.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person which was not
guilty of such fraudulent misrepresentation.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.01  Participation in Underwritten
Registrations.  No Person may
participate in any underwritten registered offering contemplated hereunder
unless such Person (a), if the offering is underwritten, agrees to sell
its securities on the basis provided in any underwriting arrangements approved
by the Persons entitled hereunder to approve such arrangements, (b) completes
and executes all questionnaires, powers of attorney, custody arrangements,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements and this Agreement and
(c) furnishes in writing to the Company such information regarding such
Person, the plan of distribution of the Registrable Securities and other
information as the Company may from time to time request or as may be legally
required in connection with such registration and (d) sells or otherwise
transfers its securities in accordance with the plan of distribution described
in the prospectus covering such sale and delivers a current prospectus in
connection therewith in accordance with the requirements of the Securities Act;
provided, however, that no such Person shall be required to make.
any representations or warranties in connection with any such registration
other than representations and warranties as to (i) such Person’s
ownership of his or it` Registrable Securities to be sold or transferred free
and clear of all liens, claims and encumbrances, (ii) such Person’s power
and authority to effect such transfer and (iii) such matters pertaining to
compliance with securities laws as may be reasonably requested; provided,
further, however, that the obligation of such person to indemnify
pursuant to any such underwriting agreements shall be several, not joint and
several, among such Persons selling Registrable Securities, and the liability
of each such Person will be in proportion to. and limited to, the net amount
received by such Person from the sale of such Person’s Registrable Securities
pursuant to such registration.


 


Section 5.02  Rule 144.  The Company covenants that, at all times
after the consummation of an Initial Public Offering, it Will file any reports
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as the Holders may reasonably request to
the extent required from time to time to enable the Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.  Upon the
request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such reporting requirements.


 


Section 5.03  Termination.  The registration rights granted under this
Agreement will terminate at such time as there shall no longer be any
Registrable Securities.


 


18





















 


Section 5.04  Amendments, Waivers, Etc.  This Agreement may not be amended, waived or
otherwise modified or terminated except by an instrument in writing signed by
(i) the Company, (ii) Holders of at least 66-2/3% of the Registrable
Warburg Securities, (iii) Holders of least 66-2/3% of the Registrable DB
Securities and (iv) Holders of at least 66-2/3% of the Registrable ABS
Securities, whereupon the amendment shall be effective against the Company and
all of the Holders.


 


Section 5.05  Counterparts.  This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement.  Each party need not sign the same
counterpart.


 


Section 5.06  Entire Agreement.  This Agreement, together with the Securities
Purchase Agreement and the other Equity Documents referred to therein,
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.


 


Section 5.07  Governing Law.  This Agreement shall be governed by, and
construed in accordance with, he laws of the State of New York regardless of
the laws that might otherwise govern under applicable principles of conflicts
of law thereof.


 


Section 5.08  Assignment of Registration Rights.  Each Holder of the Registrable Securities may
assign all or any part of its rights under this Agreement to any person to
which such Holder sells, transfers or assigns at least 10% of its Registrable
Securities; provide d that each Holder may assign all or any part of its rights
under this Agreement to (i) any partner of or member in such Holder in connection
with a distribution to such partner or member of Registrable Securities
regardless of the number of shares of Registrable Securities so distributed or
(ii) any Affiliate of such Holder. 
In the event that the Holder shall assign its rights pursuant to this
Agreement in connection ‘With the transfer of less than all its Registrable
Securities, the Holder shall also retain his rights With respect to its
remaining Registrable Securities.


 


Section 5.09  Specific Performance.  The Company agrees that monetary damages
would not be adequate compensation for any loss inured by the Holders by reason
of any breach by it of the provisions of this Agreement and hereby agrees that
the Holders, in addition to any remedies which they may have at law, including
monetary damages, will be entitled to the remedy of specific performance.


 


Section 5.10  No Superior Registration Rights.  The Company will not grant registration
rights that conflict with those of the Holders pursuant to this Agreement,


 


[Signature pages follow]


 


19





















 


IN WITNESS WHEREOF, the Company and the
Initial Holders have caused this Agreement to be signed on their behalf by
their officer thereunto duly authorized as of the date first written above


 


 


	
   

  	
  NEUSTAR, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Jeffrey Ganek

  	
   

  
	
   

  	
   

  	
  Name:  Jeffrey Ganek

  
	
   

  	
   

  	
  Title:  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG,
  PINCUS EQUITY PARTNERS,

  L.P.

  
	
   

  	
  WARBURG,
  PINCUS NETHERLANDS

  EQUITY PARTNERS I, C.V.

  
	
   

  	
  WARBURG,
  PINCUS NETHERLANDS

  EQUITY PARTNERS II, C.V.

  
	
   

  	
  WARBURG,
  PINCUS NETHERLANDS

  EQUITY PARTNERS III, C.V.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Joseph P. Landy

  	
   

  
	
   

  	
   

  	
  Name:  Joseph P. Landy

  
	
   

  	
   

  	
  Title:

  



 





















 


 


	
   

  	
  DB CAPITAL INVESTORS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DB Capital Partners, L.P.,

  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DB Capital Partners, Inc.,

  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Frank L. Schiff

  	
   

  
	
   

  	
   

  	
  Name:  Frank L. Schiff

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  
	
   

  	
  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: Tim Weglicki, as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
     Tim Weglicki

  	
   

  
	
   

  	
   

  	
  Name:  Tim Weglicki

  
	
   

  	
   

  	
  Title:  General Partner