Exhibit 4.5


 


FORM OF WARRANT


 


	
  Name
  of Holder

  	
   

  	
  Shares of Common Stock

  Subject to Warrant*

  	
   

  	
  Purchase Price*

  
	
  Warburg, Pincus Equity Partners, L.P.

  	
   

  	
  4,293,935

  	
   

  	
   

  	
  $

  	
  0.0934

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warburg, Pincus Netherlands Equity Partners I, CV

  	
   

  	
  136,315

  	
   

  	
   

  	
  $

  	
  0.0934

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warburg, Pincus Netherlands Equity Partners I, CV

  	
   

  	
  90,875

  	
   

  	
   

  	
  $

  	
  0.0934

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warburg, Pincus Netherlands Equity Partners III, CV

  	
   

  	
  22,720

  	
   

  	
   

  	
  $

  	
  0.0934

  



 










*                 Share amounts and purchase price have
been adjusted to reflect a recapitalization of NeuStar in 2000.


 





















 


WARRANT


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A
TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEUSTAR
CORPORATION, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.


 


 


NEUSTAR CORPORATION


 


Common Stock Purchase Warrant


 


NEUSTAR CORPORATION, a Delaware corporation (the “Company”),
hereby certifies that, for value received,                                                           
(the “Holder”), or its assigns, is entitled, subject to the terms set forth below,
to purchase from the Company, at any time and from time to time beginning on December 7,
1999 and ending on December 7, 2009, in whole or in part, an aggregate of                 
fully paid and non-assessable shares of the Common Stock, par value $0.01 per
share, of the Company (the “Common Stock”) at a purchase price, subject to the
provisions of Paragraph 3 hereof, of $0.467 per share (the “Purchase Price”).
The Purchase Price and the number and character of such shares are subject to
adjustment as provided below, and the term “Common Stock” shall include, unless
the context otherwise requires, the stock or other securities or property at
the time deliverable upon the exercise of this Warrant. This Warrant is herein
called the “Warrant.” This Warrant is being issued in connection with the loan
of $                  
by the Holder to the Company, as evidenced by a Subordinated Promissory Note of
the Company, dated as of the date hereof.


 


1.                                       EXERCISE OF WARRANT. The purchase rights
evidenced by this Warrant shall be exercised by the holder surrendering this
Warrant, with the form of subscription at the end hereof duly executed by such
holder, to the Company at its office at 1120 Vermont Avenue, N.W., Washington,
D.C. 20005, accompanied by payment, of an amount (the “Exercise Payment”) equal
to the Purchase Price multiplied by the number of shares being purchased
pursuant to such exercise, payable as follows: (a) by payment to the Company in
cash, by certified or official bank check, or by wire transfer of the Exercise
Payment, (b) by surrender to the Company for cancellation of securities of the
Company having a Market Price (as hereinafter defined) on the date of exercise
equal to the Exercise Payment; or (c) by a combination of the methods described
in clauses (a) and (b) above. In lieu of exercising the Warrant, the holder may
elect to receive a payment equal to the difference between (i) the Market Price
multiplied by the number of shares as to which the payment is then being
elected and (ii) the exercise price with respect to such shares, payable by the
Company to the Holder only in shares of Common Stock valued at the Market Price
on the date of exercise. For purposes hereof, the term “Market Price” shall
mean the average closing price of a share of Common Stock for the 15
consecutive trading days preceding such day on the principal national
securities exchange on which the shares of


 





















 


Common Stock or securities are listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, the average
of the reported bid and asked prices during such 15 trading day period in the
over-the-counter market as furnished by the National Quotation Bureau, Inc.,
or, if such firm is not then engaged in the business of reporting such prices,
as furnished by any member of the National Association of Securities Dealers,
Inc. selected by the Company or, if the shares of Common Stock or securities
are not publicly traded, the Market Price for such day shall be the fair market
value thereof determined jointly by the Company and the holder of this Warrant;
provided, however, that if such parties are unable to reach agreement within a
reasonable period of time, the Market Price shall be determined in good faith
by the independent investment banking firm selected jointly by the Company and
the holder of this Warrant or, if that selection cannot be made within 15 days,
by an independent investment banking firm selected by the American Arbitration
Association in accordance with its rules.


 


1.1                                 Partial
Exercise.  This Warrant may be
exercised for less than the full number of shares of Common Stock, in which
case the number of shares receivable upon the exercise of this Warrant as a
whole, and the sum payable upon the exercise of this Warrant as a whole, shall
be proportionately reduced. Upon any such partial exercise, the Company at its
expense will forthwith issue to the holder hereof a new Warrant or Warrants of
like tenor calling for the number of shares of Common Stock as to which rights
have not been exercised, such Warrant or Warrants to be issued in the name of
the holder hereof or his nominee (upon payment by such holder of any applicable
transfer taxes).


 


2.                                       DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
As soon as practicable after the exercise of this Warrant and payment of the
Purchase Price, and in any event within ten (10) days thereafter, the Company,
at its expense, will cause to be issued in the name of and delivered to the
holder hereof a certificate or certificates for the number of fully paid and
non-assessable shares or other securities or property to which such holder
shall be entitled upon such exercise, plus, in lieu of any fractional share to
which such holder would otherwise be entitled, cash in an amount determined in
accordance with Paragraph 3.9 hereof. The Company agrees that the shares so
purchased shall be deemed to be issued to the holder hereof as the record owner
of such shares as of the close of business on the date on which this warrant
shall have been surrendered and payment made for such shares as aforesaid.


 


3.                                       ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS.  In order to prevent dilution of the right
granted hereunder, the Purchase Price shall be subject to adjustment from time
to time in accordance with this Paragraph 3. Upon each adjustment of the
Purchase Price pursuant to this Paragraph 3, the registered holder of this
Warrant shall thereafter be entitled to acquire upon exercise, at the Purchase
Price resulting from such adjustment, the number of shares of the Company’s
Common Stock obtainable by multiplying the Purchase Price in effect immediately
prior to such adjustment by the number of shares of the Company’s Common Stock
acquirable immediately prior to such adjustment and dividing the product
thereof by the Purchase Price resulting from such adjustment.


 


3.1                                 Adjustment
for Issue or Sale of Common Stock at Less than Purchase Price.  Except as provided in Paragraph 3.2 or 3.5
below, if and whenever on or after the date of


 


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issuance hereof the Company shall issue or sell, or shall in accordance
with subparagraphs 3.1(1) to (9), inclusive, be deemed to have issued or sold,
any shares of its Common Stock for a consideration per share less than the
Purchase Price in effect immediately prior to the time of such issue or sale,
then forthwith upon such issue or sale (the “Triggering
Transaction”), the Purchase Price shall, subject to subparagraphs (1) to (9) of
this Paragraph 3.1, be reduced to the price (calculated to the nearest tenth of
a cent) determined by dividing:


 


(a)                                  an amount equal to
the sum of (x) the product derived by multiplying the Number of Common Shares
Deemed Outstanding immediately prior to such Triggering Transaction by the
Purchase Price then in effect, plus (y) the consideration, if any, received by
the Company upon consummation of such Triggering Transaction, by


 


(b)                                 an amount equal to the
sum of (x) the Number of Shares Deemed Outstanding immediately prior to such
Triggering Transaction plus (y) the number of shares of Common Stock issued (or
deemed to be issued in accordance with subparagraphs 3.1(1) to (9)) in
connection with the Triggering Transaction.


 


For purposes of this Paragraph 3, the term “Number
of Common Shares Deemed Outstanding” at any given time shall mean the sum of
(i) the number of shares of the Company’s Common Stock outstanding at such
time, (ii) the number of shares of Common Stock issuable assuming conversion at
such time of the Series B Convertible Voting Preferred Stock, par value $0.01
per share, of the Company (the “Series B Preferred Stock”), (iii) the number of
shares of the Company’s Common Stock deemed to be outstanding under
subparagraphs 3.1(1) to (9), inclusive, at such time and (iv) (without
duplication) the number of shares of Common Stock issuable with respect to any
securities of the types described in items (i) and (ii) of Paragraph 3.5
outstanding at such time.


 


For purposes of determining the adjusted Purchase Price under this
Paragraph 3.1, the following subsections (1) to (9), inclusive, shall be
applicable:


 


(1)                                  In case the Company
at any time shall in any manner grant (whether directly or by assumption in a
merger or otherwise) any rights to subscribe for or to purchase, or any options
for the purchase of, Common Stock or any stock or other securities convertible
into or exchangeable for Common Stock (such rights or options being herein
called “Options” and such convertible or exchangeable stock or securities being
herein called “Convertible Securities”), whether or not such Options or the
right to convert or exchange any such Convertible Securities are immediately
exercisable and the price per share for which the Common Stock is issuable upon
exercise, conversion or exchange (determined by dividing (x) the total amount,
if any, received or receivable by the Company as consideration for the granting
of such options, plus the minimum aggregate amount of additional consideration
payable to the Company upon the exercise of all such Options, plus, in the case
of such Options which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable upon the issue or sale of
such Convertible Securities


 


3





















 


and upon the conversion or exchange thereof, by (y) the total maximum
number of shares of Common Stock issuable upon the exercise of such Options or
the conversion or exchange of such Convertible Securities) shall be less than
the Purchase Price in effect immediately prior to the time of the granting of
such Option, then the total maximum amount of Common Stock issuable upon the
exercise of such Options, or, in the case of options for Convertible
Securities, upon the conversion or exchange of such Convertible Securities,
shall (as of the date of granting of such Options) be deemed to be outstanding
and to have been issued and sold by the Company for such price per share. No
adjustment of the Purchase Price shall be made upon the actual issue of such
shares of Common Stock or such Convertible Securities upon the exercise of such
Options, except as otherwise provided in subparagraph (3) below.


 


(2)                                  In case the Company
at any time shall in any manner issue (whether directly or by assumption in a
merger or otherwise) or sell any Convertible Securities, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange (determined by dividing (x) the total amount received or
receivable by the Company as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (y) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities)
shall be less than the Purchase Price in effect immediately prior to the time
of such issue or sale, then the total maximum number of shares of Common Stock
issuable upon conversion or exchange of all such Convertible Securities shall
(as of the date of the issue or sale of such Convertible Securities) be deemed
to be outstanding and to have been issued and sold by the Company for such
price per share. No adjustment of the Purchase Price shall be made upon the
actual issue of such Common Stock upon exercise of the rights to exchange or
convert under such Convertible Securities, except as otherwise provided in
subparagraph (3) below.


 


(3)                                  If the purchase price
provided for in any Options referred to in subparagraph (1), the additional
consideration, if any, payable upon the conversion or exchange of any
Convertible Securities referred to in subparagraphs (1) or (2), or the rate at
which any Convertible Securities referred to in subparagraph (1) or (2) are
convertible into or exchangeable for Common Stock shall change at any time
(other than under or by reason of provisions designed to protect against
dilution of the type set forth in Paragraph 3.1 or 3.3), the Purchase Price in
effect at the time of such change shall forthwith be readjusted to the Purchase
Price which would have been in effect at such time had such Options or
Convertible Securities still outstanding provided for such changed purchase price,
additional consideration or conversion rate, as the case may be, at the time
initially granted, issued or sold. If the purchase price provided for in any
Option referred to in subparagraph (1) or the rate at which any Convertible
Securities


 


4





















 


referred to in subparagraphs (1) or (2) are convertible into or
exchangeable for Common Stock, shall be reduced at any time under or by reason
of provisions with respect thereto designed to protect against dilution, then
in case of the delivery of Common Stock upon the exercise of any such Option or
upon conversion or exchange of any such Convertible Security, the Purchase
Price then in effect hereunder shall forthwith be adjusted to such respective
amount as would have been obtained had such Option or Convertible Security
never been issued as to such Common Stock and had adjustments been made upon
the issuance of the shares of Common Stock delivered as aforesaid, but only if
as a result of such adjustment the Purchase Price then in effect hereunder is
hereby reduced.


 


(4)                                  On the expiration of
any Option or the termination of any right to convert or exchange any
Convertible Securities, the Purchase Price then in effect hereunder shall
forthwith be increased to the Purchase Price which would have been in effect at
the time of such expiration or termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination, never been issued.


 


(5)                                  In case any Options
shall be issued in connection with the issue or sale of other securities of the
Company, together comprising one integral transaction in which no specific
consideration is allocated to such Options by the parties thereto, such Options
shall be deemed to have been issued without consideration.


 


(6)                                  In case any shares of
Common Stock, Options or Convertible Securities shall be issued or sold or
deemed to have been issued or sold for cash, the consideration received
therefor shall be deemed to be the amount received by the Company therefor. In
case any shares of Common Stock, Options or Convertible Securities shall be
issued or sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be the fair value
of such consideration as determined in good faith by the Board of Directors of
the Company. In case any shares of Common Stock, Options or Convertible
Securities shall be issued in connection with any merger in which the Company
is the surviving corporation, the amount of consideration therefor shall be
deemed to be the fair value of such portion of the net assets and business of
the non-surviving corporation as shall be attributed by the Board of Directors
of the Company in good faith to such Common Stock, Options or Convertible
Securities, as the case may be.


 


(7)                                  The number of shares
of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any shares so
owned or held shall be considered an issue or sale of Common Stock for the
purpose of this Paragraph 3.1.


 


(8)                                  In case the Company
shall declare a dividend or make any other distribution upon the stock of the
Company payable in Options or Convertible


 


5





















 


Securities, then in such case any Options or Convertible Securities, as
the case may be, issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.


 


(9)                                  For purposes of this
Paragraph 3.1, in case the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them (x) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible
Securities, or (y) to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right or subscription or
purchase, as the case may be.


 


3.2                                 Dividends
Not Paid Out of Earninqs or Earned Surplus. 
In the event the Company shall declare a dividend upon the Common Stock
(other than a dividend payable in Common Stock) payable otherwise than out of
earnings or earned surplus, determined in accordance with generally accepted
accounting principles, including the making of appropriate deductions for
minority interests, if any, in subsidiaries (herein referred to as “Liquidating
Dividends”), then, as soon as possible after the exercise of this Warrant, the
Company shall pay to the person exercising such Warrant an amount equal to the
aggregate value at the time of such exercise of all Liquidating Dividends
(including but not limited to the Common Stock which would have been issued at
the time of such earlier exercise and all other securities which would have
been issued with respect to such Common Stock by reason of stock splits, stock
dividends, mergers or reorganizations, or for any other reason). For the
purposes of this Paragraph 3.2, a dividend other than in cash shall be
considered payable out of earnings or earned surplus only to the extent that
such earnings or earned surplus are charged an amount equal to the fair value
of such dividend as determined in good faith by the Board of Directors of the
Company.


 


3.3                                 Subdivisions
and Combinations. In case the Corporation shall at any time (i) subdivide
the outstanding Common Stock or (ii) issue a stock dividend on its outstanding
Common Stock, the Purchase Price in effect immediately prior to such
subdivision or dividend shall be proportionately reduced by the same ratio as
the subdivision or dividend. In case the Corporation shall at any time combine
its outstanding Common Stock, the Purchase Price in effect immediately prior to
such combination shall be proportionately increased by the same ratio as the
combination.


 


3.4                                 Reorqanization,
Reclassification, Consolidation, Merqer or Sale of Assets. If any capital
reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all of its assets to another corporation shall be effected
in such a way that holders of Common Stock shall be entitled to receive stock,
securities, cash or other property with respect to or in exchange for Common
Stock, then, as a condition of such reorganization, reclassification, consolidation,
merger or sale, lawful and adequate provision shall be made whereby the holder
of this Warrant shall have the right to acquire and receive upon exercise of
this Warrant such shares of stock, securities, cash or other property issuable
or payable (as part


 


6





















 


of the reorganization, reclassification, consolidation, merger or sale)
with respect to or in exchange for such number of outstanding shares of the
Company’s Common Stock as would have been received upon
exercise of this Warrant at the Purchase Price then in effect. The Company will
not effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument mailed or delivered to the holder of
this Warrant at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase. If a purchase, tender or exchange offer is
made to and accepted by the holders of more than 50% of the outstanding shares
of Common Stock of the Company, the Company shall not effect any consolidation,
merger or sale with the person having made such offer or with any Affiliate of
such person, unless prior to the consummation of such consolidation, merger or
sale the holder of this Warrant shall have been given a reasonable opportunity
to then elect to receive upon the exercise of this Warrant either the stock,
securities or assets then issuable with respect to the Common Stock of the
Company or the stock, securities or assets, or the equivalent, issued to
previous holders of the Common Stock in accordance with such offer. For
purposes hereof the term “Affiliate” with respect to any given person shall
mean any person controlling, controlled by or under common control with the
given person.


 


3.5                                 No
Adjustment for Exercise of Certain Options, Warrants, Etc. The provisions
of this Section 3 shall not apply to any Common Stock issued, issuable or
deemed outstanding under subparagraphs 3.1(1) to (9) inclusive: (i) to any
person pursuant to any stock option, stock purchase or similar plan or
arrangement for the benefit of employees, consultants or directors of the
Company or its subsidiaries in effect on the date of issuance hereof, (ii)
pursuant to options, warrants and conversion rights in existence on the date of
issuance hereof or (iii) on conversion of the Series B Preferred Stock.


 


3.6                                 Notices
of Record Date, Etc. In the event that:


 


(1)                                  the Company shall
declare any cash dividend upon its Common Stock, or


 


(2)                                  the Company shall
declare any dividend upon its Common Stock payable in stock or make any special
dividend or other distribution to the holders of its Common Stock, or


 


(3)                                  the Company shall
offer for subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or other rights, or


 


(4)                                  there shall be any
capital reorganization or reclassification of the capital stock of the Company,
including any subdivision or combination of its outstanding shares of Common
Stock, or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation, or


 


7





















 


(5)                                  there shall be a
voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then, in connection with such event, the Company shall give to the
holder of this Warrant:


 


(ii)                                  at least twenty (20)
days’ prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up; and


 


(iii)                               in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least twenty (20) days’ prior written notice of
the date when the same shall take place. Such notice in accordance with the
foregoing clause (i) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (ii) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the
case may be. Each such written notice shall be given by first class mail,
postage prepaid, addressed to the holder of this Warrant at the address of such
holder as shown on the books of the Company.


 


3.7                                 Grant,
Issue or Sale of Options, Convertible Securities, or Rights. If at any time
or from time to time on or after the date of issuance hereof, the Company shall
grant, issue or sell any Options, Convertible Securities or rights to purchase
property (the “Purchase Rights”) pro rata to the record holders of any class of
Common Stock of the Company and such grants, issuances or sales do not result
in an adjustment of the Purchase Price under Paragraph 3.1 hereof, then the
holder of this Warrant shall be entitled to acquire (within thirty (30) days
after the later to occur of the initial exercise date of such Purchase Rights
or receipt by such holder of the notice concerning Purchase Rights to which
such holder shall be entitled under Paragraph 3.6) and upon the terms
applicable to such Purchase Rights either:


 


(i)                                     the aggregate
Purchase Rights which such holder could have acquired if it had held the number
of shares of Common Stock acquirable upon exercise of this Warrant immediately
before the grant, issuance or sale of such Purchase Rights; provided that if
any Purchase Rights were distributed to holders of Common Stock without the
payment of additional consideration by such holders, corresponding Purchase
Rights shall be distributed to the exercising holder of this Warrant as soon as
possible after such exercise and it shall not be necessary for the exercising
holder of this Warrant specifically to request delivery of such rights; or


 


8





















 


(ii)                                  in the event that any
such Purchase Rights shall have expired or shall expire prior to the end of
said thirty (30) day period, the number of shares of Common Stock or the amount
of property which such holder could have acquired upon such exercise at the
time or times at which the Company granted, issued or sold such expired
Purchase Rights.


 


3.8                                 Adjustment
by Board of Directors. If any event occurs as to which, in the opinion of
the Board of Directors of the Company, the provisions of this Section 3
are not strictly applicable or if strictly applicable would not fairly protect
the rights of the holder of this Warrant in accordance with the essential
intent and principles of such provisions, then the Board of Directors shall
make an adjustment in the application of such provisions, in accordance with
such essential intent and principles, so as to protect such rights as
aforesaid, but in no event shall any adjustment have the effect of increasing
the Purchase Price as otherwise determined pursuant to any of the provisions of
this Section 3 except in the case of a combination of shares of a type
contemplated in Paragraph 3.3 and then in no event to an amount larger than the
Purchase Price as adjusted pursuant to Paragraph 3.3.


 


3.9                                 Fractional
Shares. The Company shall not issue fractions of shares of Common Stock
upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a
share of Common Stock would, except for the provisions of this Paragraph 3.9,
be issuable upon exercise of this Warrant, the Company shall in lieu thereof
pay to the person entitled thereto an amount in cash equal to the current value
of such fraction, calculated to the nearest one-hundredth (1/100) of a share,
to be computed (i) if the Common Stock is listed on any national securities
exchange on the basis of the last sales price of the Common Stock on such
exchange (or the quoted closing bid price if there shall have been no sales) on
the date of conversion, or (ii) if the Common Stock shall not be listed, on the
basis of the mean between the closing bid and asked prices for the Common Stock
on the date of conversion as reported by NASDAQ, or its successor, and if there
are not such closing bid and asked prices, on the basis of the fair market
value per share as determined by the Board of Directors of the Company.


 


3.10                           Officers’
Statement as to Adjustments. Whenever the Purchase Price shall be adjusted
as provided in Section 3 hereof, the Company shall forthwith file at each
office designated for the exercise of this Warrant, a statement, signed by the
Chairman of the Board, the President, any Vice President or Treasurer of the
Company, showing in reasonable detail the facts requiring such adjustment and
the Purchase Price that will be effective after such adjustment. The Company
shall also cause a notice setting forth any such adjustments to be sent by
mail, first class, postage prepaid, to the record holder of this Warrant at his
or its address appearing on the stock register. If such notice relates to an
adjustment resulting from an event referred to in Paragraph 3.6, such notice
shall be included as part of the notice required to be mailed and published
under the provisions of Paragraph 3.6 hereof.


 


4.                                       NO DILUTION OR IMPAIRMENT. The Company will
not, by amendment of its charter or through reorganization, consolidation,
merger, dissolution, sale of assets or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to


 


9





















 


protect the rights of the holder hereof against dilution or other
impairment. Without limiting the generality of the foregoing, the Company will
not increase the par value of any shares of stock receivable upon the exercise
of this Warrant above the amount payable therefor upon such exercise, and at
all times will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
stock upon the exercise of this Warrant.


 


5.                                       RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF
WARRANTS. The Company shall at all times reserve and keep available
out of its authorized but unissued stock, solely for the issuance and delivery
upon the exercise of this Warrant and other similar Warrants, such number of
its duly authorized shares of Common Stock as from time to time shall be
issuable upon the exercise of this Warrant and all other similar Warrants at
the time outstanding.


 


6.                                       REPLACEMENT OF WARRANT.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of
an indemnity agreement (with surety if reasonably required) in an amount
reasonably satisfactory to it, or (in the case of mutilation) upon surrender
and cancellation thereof, the Company will issue, in lieu thereof, a new
Warrant of like tenor.


 


7.                                       REMEDIES. The Company stipulates that the
remedies at law of the holder of this Warrant in the event of any default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that the same may be specifically
enforced.


 


8.                                       NEGOTIABILITY, ETC. This Warrant is issued
upon the following terms, to all of which each taker or owner hereof consents
and agrees:


 


(a)                                  Subject to the legend
appearing on the first page hereof, title to this Warrant may be transferred by
endorsement (by the holder hereof executing the form of assignment at the end
hereof including guaranty of signature) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and delivery.


 


(b)                                 Any person in
possession of this Warrant properly endorsed is authorized to represent himself
as absolute owner hereof and is granted power to transfer absolute title hereto
by endorsement and delivery hereof to a bona fide purchaser hereof for value;
each prior taker or owner waives and renounces all of his equities or rights in
this Warrant in favor of every such bona fide purchaser, and every such bona
fide purchaser shall acquire title hereto and to all rights represented hereby.


 


(c)                                  Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder of this Warrant as the absolute owner hereof for all purposes without
being affected by any notice to the contrary.


 


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(d)                                 Prior to the exercise
of this Warrant, the holder hereof shall not be entitled to any rights of a
shareholder of the Company with respect to shares for which this Warrant shall
be exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.


 


(e)                                  The Company shall not
be required to pay any Federal or state transfer tax or charge that may be
payable in respect of any transfer involved in the transfer or delivery of this
Warrant or the issuance or conversion or delivery of certificates for Common
Stock in a name other than that of the registered holder of this Warrant or to
issue or deliver any certificates for Common Stock upon the exercise of this
Warrant until any and all such taxes and charges shall have been paid by the
holder of this Warrant or until it has been established to the Company’s
satisfaction that no such tax or charge is due.


 


9.                                       SUBDIVISION OF RIGHTS. This Warrant (as
well as any new warrants issued pursuant to the provisions of this paragraph)
is exchangeable, upon the surrender hereof by the holder hereof, at the
principal office of the Company for any number of new warrants of like tenor
and date representing in the aggregate the right to subscribe for and purchase
the number of shares of Common Stock of the Company which may be subscribed for
and purchased hereunder.


 


10.                                 MAILING OF NOTICES, ETC. All notices and
other communications from the Company to the holder of this Warrant shall be
mailed by first-class certified mail, postage prepaid, to the address furnished
to the Company in writing by the last holder of this Warrant who shall have
furnished an address to the Company in writing.


 


11.                                 HEADINGS, ETC. The headings in this Warrant
are for purposes of reference only, and shall not limit or otherwise affect the
meaning hereof.


 


12.                                 CHANGE, WAIVER, ETC. Neither this Warrant
nor any term hereof may be changed, waived, discharged or terminated orally but
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought.


 


13.                                 GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.


 


 


	
   

  	
  NEUSTAR CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Ganek

  	
   

  
	
   

  	
  Name:  Jeffrey Ganek

  
	
   

  	
  Title:  Chief Executive Officer

  



 


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  Dated: December 7, 1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert Poulin

  	
   

  	
   

  	
   

  
	
  Name:  Robert Poulin

  
	
  Title:  Senior Vice President,
  Marketing

  
				



 


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[To be signed only upon exercise of Warrant]


 


To NeuStar Corporation:


 


The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder,                shares
of Common Stock of NeuStar Corporation and herewith makes payment of $                    
therefor, and requests that the certificates for such shares be issued in the
name of, and be delivered to              ,
whose address is                                               .


 


 


	
  Dated:

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (Signature must conform in all respects to name of Holder as
  specified on the face of the Warrant)

  
	
   

  
	
   

  	
   

  
	
   

  	
  Address

  



 





















 


[To be signed only upon transfer of Warrant]


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                                         
the right represented by the within Warrant to purchase the             
shares of the Common Stock of NeuStar Corporation to which the within Warrant
relates, and appoints                                               
attorney to transfer said right on the books of NeuStar Corporation with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature must conform in all respects to name of Holder as
  specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address

  
	
   

  	
   

  
	
  In the presence of