exv4w5



 






Exhibit 4.5




FORM OF WARRANT




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






 









 






REPLACEMENT WARRANT




WARRANT



THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER 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, INC., QUALIFIES AS AN EXEMPT
TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.




NEUSTAR, INC.




Common Stock Purchase Warrant




     NEUSTAR, INC.,
a Delaware corporation (the “Company”), hereby certifies that, for 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 Class A Common Stock, par value $0.001
per share, of the Company (the “Common Stock”) at a purchase price, subject to the provisions of
Paragraph 3 hereof, of $0.0667 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 replaces and supersedes the warrant originally issued by the Company
to the Holder on December 7, 1999 (the “Original Warrant”), and reflects all adjustments in respect
of the previous recapitalizations of the Company effected in the years 2000 and 2005, respectively,
as provided under the terms and provisions of the Original Warrant.



     1. EXERCISE OF WARRANT. The purchase rights evidenced by this Warrant shall be exercised 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 46000 Center Oak Plaza, Sterling, VA 20166,
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 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



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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 Common 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 outstanding shares of Class B Common Stock, par value $0.001 per share, of the Company (the
“Class B Common Stock”), (iii) the number of shares of the Company’s Common Stock deemed to 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 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



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have been issued and sold by the Company for such price per share.
No adjustment of the Purchase Price shall be made upon the actual issue of such shares of 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 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.



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     (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 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 Earnings 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



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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 Reorganization, Reclassification, Consolidation, Merger 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 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,



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warrants and conversion rights in existence on the date of issuance hereof or (iii) on conversion
of the Class B Common Stock.




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



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



     (2) the Company shall declare any dividend upon its Common Stock payable in stock or make 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



     (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:



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     (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




     (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



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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 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



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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.



     (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.



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	 	NEUSTAR, INC.

 	 
	 	By:  	/s/ Jeffrey E. Ganek
 	 
	 	 	Name:  	Jeffrey E. Ganek 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 



	 	 	 	 	 
	Date of Original Warrant:

	 	December 7, 1999
	 	 
	Date of Replacement Warrant:

	 	September 30, 2005	 	 
	Attest:
	 	 	 	 






	 	 	 	 	 
	  /s/
Martin K. Lowen	 	 	 
	Name:  	Martin K. Lowen	 	 	 
	Title:  	Sr. Vice President and General Counsel	 	 	 
	 




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[To be signed only upon exercise of Warrant]




To NeuStar, Inc.:




     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, Inc. 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          
               
        




12









 






[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, Inc. to
which the within Warrant relates, and appoints           attorney to transfer said right on the books of
NeuStar, Inc. 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




_____________________________





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