Neustar Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated January 22, 2013 (this “Agreement”) is entered into by and among NeuStar, Inc., a Delaware corporation (the “Company”), the guarantors signatory hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC and RBC Capital Markets, LLC (the “Initial Purchasers”).

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AGREEMENT AND PLAN OF MERGER among AERIAL TOPCO, L.P., AERIAL MERGER SUB, INC. and NEUSTAR, INC. Dated as of December 14, 2016
Merger Agreement • December 14th, 2016 • Neustar Inc • Communications services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 14, 2016, among Aerial Topco, L.P., a Delaware limited partnership (“Parent”), Aerial Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and NeuStar, Inc., a Delaware corporation (the “Company”).

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NEUSTAR, INC. AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 4.50% Senior Notes due 2023 INDENTURE Dated as of January 22, 2013 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Indenture • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

INDENTURE dated as of January 22, 2013, among NEUSTAR, INC., a Delaware corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

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CREDIT AGREEMENT dated as of November 8, 2011 among NEUSTAR, INC. as Borrower, The Lenders Party Hereto, The Guarantors Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC. as Administrative Agent and Initial Swing Line Bank and MORGAN STANLEY SENIOR...
Credit Agreement • November 8th, 2011 • Neustar Inc • Communications services, nec • New York

CREDIT AGREEMENT dated as of November 8, 2011 among NEUSTAR, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), the Initial Issuing Bank (as hereinafter defined), the Initial Swing Line Bank (as hereinafter defined), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).

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BIZ Registry Agreement (8 December 2006)
Registry Agreement • March 1st, 2007 • Neustar Inc • Communications services, nec

This REGISTRY AGREEMENT (this “Agreement”) is entered into as of 18 December 2006 by and between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and NeuStar, Inc. a Delaware corporation.

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN
Incentive Stock Option Agreement • May 12th, 2008 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of December 18, 2003 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Martin Lowen (the “Participant”).

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NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • May 12th, 2008 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of December 18, 2003 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Martin Lowen (the “Participant”).

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NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of April 10, 2000 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Ken Pickar (the “Participant”).

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CREDIT AGREEMENT Dated as of August 14, 2002 among NEUSTAR, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Book Manager
Credit Agreement • May 11th, 2005 • Neustar Inc • Communications services, nec • New York

This CREDIT AGREEMENT ("Agreement") is entered into as of August 14, 2002, among NEUSTAR, INC., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer.

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Shares NEUSTAR, INC. CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 28th, 2005 • Neustar Inc • Communications services, nec • New York
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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of June 22, 2004 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Jeffrey Babka (the “Participant”).

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PERFORMANCE AWARD AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Performance Award Agreement • April 27th, 2011 • Neustar Inc • Communications services, nec
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Contract
Contractor Services Agreement • August 4th, 2009 • Neustar Inc • Communications services, nec

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

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SECURITY AGREEMENT Dated January 22, 2013 From The Grantors referred to herein as Grantors to MORGAN STANLEY SENIOR FUNDING, INC. as Collateral Agent
Security Agreement • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

SECURITY AGREEMENT dated January 22, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made by NEUSTAR, INC., a Delaware corporation (the “Borrower”) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VIII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

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DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Directors’ Restricted Stock Unit Agreement • July 28th, 2011 • Neustar Inc • Communications services, nec

This DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and [ ] (“you”).

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COMMON SHORT CODE LICENSE AGREEMENT BETWEEN CELLULAR TELECOMMUNICATIONS & INTERNET ASSOCIATION AND NEUSTAR, INC. Effective October 17, 2003
Common Short Code License Agreement • June 28th, 2005 • Neustar Inc • Communications services, nec • Virginia

This COMMON SHORT CODE LICENSE AGREEMENT ("Agreement") is made and entered into October 17, 2003 ("Effective Date") by and between the Cellular Telecommunications & Internet Association ("CTIA" or "Licensor"), a District of Columbia non-profit corporation, located at 1250 Connecticut Avenue, NW, Suite 800, Washington, D.C. 20036, and NeuStar, Inc., a Delaware Corporation, having offices at 46000 Center Oak Plaza, Sterling, Va. 20166 ("Registry" or "Licensee").

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DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Directors’ Restricted Stock Unit Agreement • July 26th, 2012 • Neustar Inc • Communications services, nec

This DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and [ ] (“you”).

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CREDIT AGREEMENT dated as of January 22, 2013 among NEUSTAR, INC. as Borrower, The Lenders Party Hereto, The Guarantors Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC. as Administrative Agent and Initial Swing Line Bank and MORGAN STANLEY SENIOR...
Credit Agreement • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

CREDIT AGREEMENT, dated as of January 22, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among NEUSTAR, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), the Initial Issuing Bank (as hereinafter defined), the Initial Swing Line Bank (as hereinafter defined), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).

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NEUSTAR, INC. STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 15th, 2005 • Neustar Inc • Communications services, nec • Delaware

This STOCKHOLDERS AGREEMENT, dated as of June 28, 2005 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into by and among (i) NeuStar, Inc., a Delaware corporation (the “Company”); (ii) Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”); Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership; and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (collectively, the “Warburg Entities”); (iii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“MidOcean”), the successor-in-interest to DB Capital Investors, L.P., a Delaware limited partnership (“DB Capital”); (iv) ABS Capital Partners IV, L.P., a Delaware limited partnership; ABS Capital Partners IV Offshore, L.P., a Cayman Islands Exempted Limited Partnership; ABS Capital Partners IV-A, L.P., a Delaware limited partnership; and ABS Capital Partners IV Special Offshore, L.P., a Cayman Islan

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RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 2nd, 2012 • Neustar Inc • Communications services, nec

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and [ ] (“you”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 10th, 2005 • Neustar Inc • Communications services, nec • Delaware

This Indemnification Agreement (this "Agreement") is made as of , 2005, by and between NeuStar, Inc. (the "Company"), and , an executive officer of the Company ("Indemnitee").

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JOINT VENTURE FORMATION AGREEMENT
Joint Venture Formation Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • New York

This Joint Venture Formation Agreement (the "Agreement") is entered into as of the 27th day of April, 2001 (the "Commencement Date") by and between NeuStar, Inc., a Delaware corporation ("NeuStar") and Melbourne IT Limited, an Australian corporation ("Melbourne").

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EMPLOYMENT CONTINUATION AGREEMENT
Employment Continuation Agreement • May 27th, 2005 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT is made this 8th day of April, 2004 (the "Agreement"), by and between NEUSTAR, INC., a Delaware corporation (the "Employer"), and Mark Foster (the "Employee").

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AGREEMENT RESPECTING NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY
Noncompetition, Nonsolicitation and Confidentiality Agreement • May 12th, 2008 • Neustar Inc • Communications services, nec • Virginia

This AGREEMENT RESPECTING NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY (this “Agreement”) is entered into this ___day of 200_, by and between (“Employee”) and NeuStar, Inc. (together with its affiliates and successors, “NeuStar”) (hereinafter collectively referred to as “the Parties”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2006 • Neustar Inc • Communications services, nec • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , 2005, by and between NeuStar, Inc. (the “Company”), and [ ], an executive officer of the Company (“Indemnitee”).

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NEUSTAR, INC. AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • June 28th, 2005 • Neustar Inc • Communications services, nec • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated September 24, 2004 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into 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 “Warburg Entities”); (ii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“MidOcean”); (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, “ABS” and, together with MidOcean and the Warburg Enti

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NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement • April 27th, 2011 • Neustar Inc • Communications services, nec
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RESTRICTED STOCK AGREEMENT UNDER THE NEUSTAR, INC. 2005 STOCK INCENTIVE PLAN
Restricted Stock Agreement • August 4th, 2009 • Neustar Inc • Communications services, nec
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Contract
Contractor Services Agreement for Npac/SMS • March 2nd, 2009 • Neustar Inc • Communications services, nec

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

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Amendment No. 51 (NE) January 1, 2006 SOW: o No þYes
Amendment No. 51 (Ne) • August 14th, 2006 • Neustar Inc • Communications services, nec

Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with the Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are substantially identical in all material respects other than the parties to the agreements. North American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other entities listed below. The following list identifies the other parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:

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AMENDED AND RESTATED OFFICE LEASE BY AND BETWEEN MERRITT-LT1, LLC, LANDLORD AND NEUSTAR, INC., TENANT
Office Lease • June 2nd, 2009 • Neustar Inc • Communications services, nec
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AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • November 14th, 2006 • Neustar Inc • Communications services, nec

This Amendment No. 6 to Credit Agreement (this “Agreement”) dated as of August 10, 2006 is made by and between NEUSTAR, INC., a Delaware corporation having its principal place of business in Sterling, Virginia (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

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BIZ Registry Agreement (8 December 2006)
Registry Agreement • August 8th, 2007 • Neustar Inc • Communications services, nec • California

This REGISTRY AGREEMENT (this “Agreement”) is entered into as of 18 December 2006 by and between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and NeuStar, Inc. a Delaware corporation.

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Amendment No. 70 (NE) SOW: þ No o Yes
Amendment No. 70 (Ne) • January 28th, 2009 • Neustar Inc • Communications services, nec

Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with the North American Portability Management LLC, as successor to Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are substantially identical in all material respects other than the parties to the agreements. North American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other entities listed below. The following list identifies the other parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:

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GUARANTEE AGREEMENT made by CERTAIN SUBSIDIARIES OF NEUSTAR, INC. in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of February 6, 2007
Guarantee Agreement • February 9th, 2007 • Neustar Inc • Communications services, nec • New York

GUARANTEE AGREEMENT, dated as of February 6, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 6, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Neustar, Inc. (the “Borrower”), the Lenders and the Administrative Agent for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns.

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