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NEUSTAR INC S-1/A Filing

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                                                            As filed with the Securities and Exchange Commission on May 27, 2005

                                                                                                                                                                        Registration No. 333-123635




                                            UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                                                                    WASHINGTON, D.C. 20549


                                                                             AMENDMENT NO. 3
                                                                                  TO
                                                                                      FORM S-1
                                                                      REGISTRATION STATEMENT
                                                                              UNDER
                                                                     THE SECURITIES ACT OF 1933


                                                                                  NeuStar, Inc.
                                                                        (Exact Name of Registrant as Specified in Its Charter)

                          Delaware                                                               7375                                                            52-2141938
                   (State of Incorporation)                                         (Primary Standard Industrial                                              (I.R.S. Employer
                                                                                    Classification Code Number)                                            Identification Number)

                                                                                     46000 Center Oak Plaza
                                                                                     Sterling, Virginia 20166
                                                                                          (571) 434-5400
                                                                       (Address, Including Zip Code, and Telephone Number,
                                                                 Including Area Code, of Registrant's Principal Executive Offices)



                                                                                        Jeffrey E. Ganek
                                                                            Chairman and Chief Executive Officer
                                                                                          NeuStar, Inc.
                                                                                    46000 Center Oak Plaza
                                                                                    Sterling, Virginia 20166
                                                                                         (571) 434-5400
                                                                    (Name, Address, Including Zip Code, and Telephone Number,
                                                                           Including Area Code, of Agent For Service)



                                                                                              Copies to:

                        Stephen I. Glover, Esq.                                                          W. Clayton Johnson, Esq.
                     Gibson, Dunn & Crutcher LLP                                                       Cravath, Swaine & Moore LLP
                      1050 Connecticut Ave., NW                                                             825 Eighth Avenue
                        Washington, DC 20036                                                               New York, NY 10019
                             (202) 955-8500                                                                   (212) 474-1000


     Approximate date of commencement of proposed sale to the public:          As soon as practicable after this registration statement becomes effective.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. 

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 
      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. 

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.
                                                Subject to Completion. Dated May 27, 2005.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus
is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

PRELIMINARY PROSPECTUS

                                                                   • Shares




                                                         Class A Common Stock

This is the initial public offering of our common stock. All of the shares of Class A common stock being sold in this offering are being sold by
the selling stockholders. We will not receive any of the proceeds from the sale of shares by the selling stockholders. We anticipate that the
initial public offering price will be between $ • and $ • per share.

Prior to this offering, there has been no public market for our common stock. We intend to list our Class A common stock on the New York
Stock Exchange under the symbol "NSR."


Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 9 to read about factors you should
consider before buying shares of our Class A common stock.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


                                                                                            Per Share       Total

Initial public offering price                                                           $               $
Underwriting discounts and commissions                                                  $               $
Proceeds, before expenses, to selling stockholders                                      $               $

The selling stockholders have granted the underwriters an option to purchase up to an additional • shares of Class A common stock from
them to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares to purchasers on   • , 2005.


Morgan Stanley                                         Credit Suisse First Boston                                                  JPMorgan


                                                     Banc of America Securities LLC
                                Bear, Stearns & Co. Inc.



Friedman Billings Ramsey          Jefferies Broadview                   ThinkEquity Partners LLC
                           The date of this prospectus is   • , 2005.
                                                             TABLE OF CONTENTS

                                                                                                                                               Page

Prospectus Summary                                                                                                                                 1
Risk Factors                                                                                                                                       9
Cautionary Note Regarding Forward-Looking Statements                                                                                              22
Market and Other Data                                                                                                                             23
Use of Proceeds                                                                                                                                   23
Dividend Policy                                                                                                                                   23
Capitalization                                                                                                                                    24
Dilution                                                                                                                                          26
Selected Consolidated Financial Data                                                                                                              27
Management's Discussion and Analysis of Financial Condition and Results of Operations                                                             30
Business                                                                                                                                          51
Management                                                                                                                                        68
Principal and Selling Stockholders                                                                                                                82
Certain Relationships and Related Party Transactions                                                                                              85
Recapitalization Transactions                                                                                                                     88
Description of Capital Stock                                                                                                                      90
Potential Claims Related to Our Options                                                                                                           94
Shares Eligible for Future Sale                                                                                                                   95
U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders                                                                               97
Underwriting                                                                                                                                     100
Validity of Shares                                                                                                                               105
Experts                                                                                                                                          105
Where You Can Find More Information                                                                                                              105
Index to the Consolidated Financial Statements                                                                                                   F-1

      You should rely only on the information contained in this prospectus. We have not, and the selling stockholders and the underwriters have
not, authorized anyone to provide you with information different from that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale
of our Class A common stock.

     No action is being taken in any jurisdiction outside the United States to permit a public offering of the Class A common stock or
possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the
United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus
applicable to those jurisdictions.

     This offering is only being made to persons in the United Kingdom whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations
1995 or the UK Financial Services and Markets Act 2000, or FSMA, and each underwriter has only communicated or caused to be
communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) received by it in connection with the sale of the shares of Class A common stock in circumstances in
which section 21(1) of FSMA does not apply to us or the selling stockholders. Each of the underwriters agrees and acknowledges that it has
complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares of Class A
common stock in, from or otherwise involving the United Kingdom.

     The shares of Class A common stock offered by this prospectus may not be offered, transferred, sold or delivered to any individual or
legal entity other than to persons who trade or invest in securities in the conduct of their profession or trade (which includes banks, securities
intermediaries (including dealers and brokers), insurance companies, pension funds, other institutional investors and commercial enterprises
which as an ancillary activity regularly invest in securities) in the Netherlands.
                                                          PROSPECTUS SUMMARY

       This summary highlights information contained elsewhere in this prospectus. You should read this entire prospectus carefully, especially
the risks of investing in our Class A common stock discussed under "Risk Factors" beginning on page 9 and our consolidated financial
statements and related notes, before making an investment decision. Unless otherwise indicated, the information set forth in this prospectus
assumes that the underwriters will not exercise their over-allotment option to purchase up to an additional • shares of Class A common
stock, assumes an initial public offering price of our Class A common stock of $ • per share, the midpoint of the range shown on the cover
page of this prospectus, and assumes completion of the recapitalization transactions described below.

Overview

      We provide the North American communications industry with essential clearinghouse services. We operate the authoritative directories
that manage virtually all telephone area codes and numbers, and enable the dynamic routing of calls among thousands of competing
communications service providers in the United States and Canada. All communications service providers, or CSPs, that offer
telecommunications services to the public at large, or telecommunications service providers, such as Verizon Communications Inc., Sprint
Corporation, AT&T Corp. and Cingular Wireless LLC, must access our clearinghouse as one of our customers to properly route virtually all of
their customers' calls. We also provide clearinghouse services to emerging CSPs, including Internet service providers, cable television
operators, and voice over Internet protocol, or VoIP, service providers. In addition, we manage the authoritative directories for the .us and .biz
Internet domains, as well as for Common Short Codes, part of the short messaging service relied upon by the U.S. wireless industry. We are in
a unique position with respect to many of the services we offer in that there are no other providers currently providing the services we offer.
See "Business—Competition." With respect to these services, the databases we maintain are the definitive resource for the communications
industry, which requires that there be one authoritative source for the information in these databases.

     We provide our services from our clearinghouse, which includes unique databases and systems for workflow and transaction processing.
Our customers access our clearinghouse databases through standard connections, which we believe is the most efficient and cost-effective way
for CSPs to exchange operationally essential data in a secure environment that does not favor any particular customer or technology. In
addition, we believe that our clearinghouse positions us well to meet the complex needs of the communications industry going forward. Today,
our services allow our customers to manage competitive turnover of their customers, subscriber growth, technology change, network
optimization, and industry consolidation. Furthermore, we believe our services are essential to the growth of new CSPs and new end-user
services as the industry shifts from conventional circuit-switched communications to Internet protocol, or IP, and third generation wireless
technology.

     We provide the communications industry in North America with critical technology services that solve the addressing, interoperability and
infrastructure needs of CSPs. These services are used by CSPs to manage a range of their technical and operating requirements, including:

     •
            Addressing. We enable CSPs to use critical, shared addressing resources, such as telephone numbers, Internet top-level domain
            names, and Common Short Codes.

     •
            Interoperability . We enable CSPs to exchange and share critical operating data so that communications originating on one
            provider's network can be delivered and received on the network of another CSP.

     •
            Infrastructure and Other . We enable CSPs to more efficiently manage changes in their own networks by centrally managing
            certain critical data they use to route communications over their own networks.

                                                                        1
Demand Drivers for Our Clearinghouse Services

     A number of trends in the communications industry are driving growth in the demand for our clearinghouse services. These trends
include:

     Emergence of IP services. VoIP service providers are rapidly expanding their operations. The total number of U.S. VoIP customers is
expected to grow from 1.1 million in 2004 to 17.7 million in 2007, representing a compound annual growth rate of 155.4%, according to
International Data Corporation. The need of VoIP service providers to have access to an inventory of telephone numbers, manage their network
architecture and route traffic between traditional voice networks and new IP networks will drive the use of clearinghouse services.

     Dynamic growth in wireless. The use of wireless services continues to grow. Not only are more people using wireless phones, but there
are entirely new kinds of wireless service providers entering the market, such as mobile virtual network operators. Demand for advanced
services, such as third generation wireless technology, is projected to grow at a compound annual rate of 37% from 67 million users in 2004 to
174 million in 2007, according to International Data Corporation. These changes in the wireless industry drive increased demand for
clearinghouse services.

      Consolidations in the industry, such as Cingular-AT&T Wireless and SBC-AT&T. Consolidation is resulting in significant demand for
clearinghouse services. As large, traditional CSPs integrate disparate systems after mergers, they face two critical challenges. First,
consolidating CSPs update network addressing information to associate end-users with the consolidated network. This update requires them to
employ our addressing and interoperability services. Second, consolidating CSPs optimize their consolidated networks by changing the routing
of traffic among their switches. CSPs use our interoperability and infrastructure services to accomplish this change.

     Pressure on carriers to reduce costs. Competition has placed significant pressure on CSPs to reduce costs. At the same time, the
complexity of back office operations has increased as CSPs work to manage the proliferation of new technologies and new, complex end-user
services provided across a large number of independent networks. Clearinghouse services assist CSPs in equipping their back office systems to
manage the added complexity of sharing essential data with other CSPs in this environment.

Our Strengths

     We believe that we are well positioned to continue to benefit from the ongoing changes in the communications industry that are driving
the need for a trusted, neutral clearinghouse. Our competitive strengths include:

    •
            Authoritative provider of essential services. We are the authoritative provider for many clearinghouse services, including the
            addressing and routing functions that are required for the ongoing operation of our customers' networks and real-time delivery of
            services to their end-customers.

    •
            Proven, adaptable clearinghouse. We believe that our clearinghouse databases and their open accessibility to CSPs are an
            efficient and cost-effective means of delivering a broad set of services. We designed our clearinghouse to meet the demanding
            functional, quality, capacity and security requirements of the changing communications industry.

    •
            High degree of integration with our customers. Because our clearinghouse services are integrated into the network operations and
            service delivery functions of virtually all CSPs, we have an unmatched ability to deliver clearinghouse services to the entire
            communications industry. We also have the ability to introduce new services to our customers in a cost-effective manner because
            they already interface with our clearinghouse.

                                                                      2
     •
            Strong customer relationships . We believe we have excellent relationships with our customers. We strive to maintain a position of
            trust with our customers by delivering high quality and reliable service; neutral application of all operational methods and
            procedures; open, honest and timely communications at all levels; and a clear understanding of, and responsiveness to, our
            customers' business and needs.

     •
            Long-term contracts. We provide most of our services under long-term contracts and, in most cases, there are no other providers
            of these services. Under our contracts, we provide number portability services, serve as the North American Numbering Plan
            Administrator and National Pooling Administrator, and maintain the authoritative directory for Common Short Codes and the .us
            and .biz Internet domains. We were awarded each of these contracts through a competitive process.

     •
            Industry leadership and innovation. We have demonstrated our ability to innovate and create new business opportunities. We led
            the industry effort to design the architecture that enables local number portability, and we worked with the industry, the FCC and
            state regulators to establish standards and implement this solution. Through our broad expertise and leadership of industry forums,
            we have been instrumental in the establishment of standards and technologies that drive additional demand for clearinghouse
            services.

     •
            Predictable revenue, profitability and strong cash flows . As the provider of essential services, we enjoy predictable,
            transaction-based revenue supported by industry trends. We have been able to introduce new services economically. As a result,
            we have generated strong operating cash flows.

Our Strategy

     Our goal is to strengthen our position as the leading provider of clearinghouse services to the communications industry. We intend to serve
our growing market through the following strategies:

     •
            Deliver increasing volumes of our existing services to our customers. We believe that customer demand for existing services will
            continue to grow. We will continue to deliver these services in a highly reliable, neutral, and trusted manner.

     •
            Extend the value of our clearinghouse to address the needs for IP, wireless and advanced communications services . We believe
            that there will be a large and growing demand for clearinghouse services with the growth in IP, wireless and advanced services.
            We will continue to innovate and promote the adoption of open industry standards to meet those demands.

     •
            Expand our customer base beyond CSPs . We believe IP technology will drive the emergence of complex end-user services that
            combine data, entertainment and multi-media services, financial transactions and communications. We believe that clearinghouse
            services will be required to manage the interoperability among data and entertainment providers, transaction providers and CSPs.

     •
            Expand our customer base internationally. We believe there is growing demand for clearinghouse services outside of North
            America. We intend to leverage our established capabilities and operating expertise to add customers around the world. For
            example, we were recently selected to develop a number portability solution in Taiwan. We believe similar opportunities for our
            clearinghouse services exist in other Asian markets as well as in Europe.

     •
            Expand the scope of our clearinghouse services and customers through acquisitions . We believe there are opportunities to acquire
            businesses and technologies that can expand our presence in a customer market segment, or augment our clearinghouse services.
            For example, we intend to acquire companies that provide software solutions that can be favorably transitioned to a clearinghouse.

                                                                       3
Background

     Our business was started in 1996 as an operating division of Lockheed Martin Corporation called the Communications Industry Services
group. In 1999, our business was acquired from Lockheed Martin by certain members of our senior management team and an investor group
led by affiliates of Warburg Pincus LLC.

Company Information

     We were incorporated in Delaware in 1998 to acquire our business from Lockheed Martin. This acquisition was completed in
November 1999. Our principal executive offices are located at 46000 Center Oak Plaza, Sterling, Virginia 20166. The telephone number of our
principal executive offices is (571) 434-5400, and we maintain a website at www.neustar.biz. Information contained on our website, or that can
be accessed through our website, does not constitute a part of this prospectus.

     The "NeuStar" family of related marks, images and symbols are our properties, trademarks and service marks. All other trade names,
trademarks and service marks appearing in this prospectus are the property of their respective owners.

Recapitalization Transactions

      Currently, we have only one class of common stock. Immediately prior to the closing of this offering, all of our outstanding preferred
stock will be converted into shares of our common stock, we will amend our certificate of incorporation to provide for Class A common stock
and Class B common stock, and we will split each share of our common stock into 1.4 shares of Class B common stock by means of a
reclassification. Each share of Class B common stock will be convertible at the option of the holder into one share of Class A common stock.
Our Class A common stock will not be convertible. Our Class A common stock and Class B common stock will otherwise be identical, except
that our Class B common stock will not be registered and will therefore have no public market. The reclassification has been structured to
impose the restrictions on ownership and transfer of our capital stock contained in our certificate of incorporation.

      All of the shares sold in this offering will be Class A common stock. As a result, prior to the closing of this offering, we anticipate that we
will receive conversion elections from all of the selling stockholders, whose collective ownership represents • % of our outstanding
common stock (assuming conversion of all of our outstanding preferred stock into common stock), to convert their shares of Class B common
stock into shares of Class A common stock, which conversions will be effected immediately upon the effectiveness of the amendments to the
certificate of incorporation. We anticipate that all holders of Class B common stock will ultimately convert their shares to Class A common
stock in order to access the public markets, after which no shares of Class B common stock will be outstanding.

     Unless otherwise indicated, the information set forth in this prospectus assumes:

     •
             the conversion of all of our outstanding preferred stock into shares of our common stock and payment of the accrued and unpaid
             dividend in cash to holders of our preferred stock upon conversion;

     •
             the effectiveness of the amendments to our certificate of incorporation and bylaws, with the terms that will be in effect
             immediately following the closing of this offering;

     •
             the split of each share of our common stock into 1.4 shares of Class B common stock by means of the reclassification; and

     •
             the conversion of all outstanding shares of Class B common stock into shares of Class A common stock.

     We refer to these events collectively as the "Recapitalization."

     Assuming this offering is consummated on June 30, 2005, the dividend on our preferred shares will be $6.3 million in the aggregate.

                                                                          4
                                                           Summary of the Offering

Class A common stock offered by the selling
stockholders                                            • shares
Common stock outstanding after this offering:
     Class A common stock                               • shares
     Class B common stock                               • shares
Dividend policy                                         We currently do not anticipate paying cash
                                                        dividends on our common stock following this
                                                        offering.
Use of proceeds                                         We will not receive any proceeds from the sale of
                                                        shares of our Class A common stock by the selling
                                                        stockholders.
Restrictions on ownership and transfer                  Our Class A common stock is subject to restrictions
                                                        on ownership and transfer, which generally prohibit
                                                        a telecommunications service provider or affiliate of
                                                        a telecommunications service provider from
                                                        beneficially owning 5% or more of our outstanding
                                                        capital stock following this offering. In addition, no
                                                        entity may acquire shares in this offering that would
                                                        result in that entity owning 5% or more of our
                                                        outstanding capital stock. See "Description of
                                                        Capital Stock—Ownership and Transfer
                                                        Restrictions."
Proposed New York Stock Exchange symbol                 "NSR"

      The number of shares of Class A common stock to be sold in this offering represents • % of our outstanding capital stock, or • %
if the underwriters exercise their over-allotment option in full, based on the number of our shares outstanding as of March 31, 2005, as
described in the following paragraph.

     The number of shares of our Class A common stock to be outstanding following this offering is based on the number of our shares
outstanding as of March 31, 2005 and assumes that the Recapitalization had occurred on that date, but gives effect to the conversions from
Class B common stock to Class A common stock only with respect to shares held by the selling stockholders. This number excludes:

    •
            6,361,383 shares underlying warrants exercisable as of March 31, 2005, with an exercise price of $0.0667 per share;

    •
            up to • shares (equal to $20 million in value, based on the midpoint of the range set forth on the cover page of this prospectus),
            that may be purchased from us by Melbourne IT Limited, which holds a 10% interest in our 90% owned subsidiary,
            NeuLevel, Inc., within 30 days of completion of this offering at a purchase price per share equal to the public offering price in this
            offering. See "Certain Relationships and Related Party Transactions."

    •
            8,985,394 shares subject to options exercisable as of March 31, 2005, with a weighted average exercise price of $1.81 per share;

    •
            5,441,481 shares subject to options outstanding but not exercisable as of March 31, 2005, with a weighted average exercise price
            of $6.20 per share;

    •
            632,032 additional shares reserved as of March 31, 2005 for future issuance under our stock-based compensation plans; and

    •
            350,000 shares to be issued to an employee on December 18, 2008, provided the employee provides continuous service through the
            vesting date.

                                                                        5
                                           SUMMARY CONSOLIDATED FINANCIAL DATA

     The tables below summarize our consolidated statements of operations data for each of the three years ended December 31, 2004 and the
three months ended March 31, 2004 and 2005, and our consolidated balance sheet data as of December 31, 2002, 2003 and 2004 and March 31,
2005. The summary consolidated statements of operations data for each of the three years ended December 31, 2002, 2003 and 2004, and the
summary consolidated balance sheet data as of December 31, 2003 and 2004, have been derived from, and should be read together with, our
audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The summary consolidated balance sheet
data as of December 31, 2002 have been derived from our audited consolidated financial statements and related notes not included in this
prospectus.

     The summary consolidated statements of operations data for the three months ended March 31, 2004 and 2005 and the summary
consolidated balance sheet data as of March 31, 2005, have been derived from our unaudited interim consolidated financial statements included
elsewhere in this prospectus. The share and per share data included in the summary consolidated statements of operations data for the years
ended December 31, 2002, 2003 and 2004, and the three months ended March 31, 2004 and 2005, reflect the 1.4-for-1 split of our common
stock to take place as part of the Recapitalization, but do not reflect other aspects of the Recapitalization.

      The pro forma consolidated statements of operations data, including share and per share data, for the year ended December 31, 2004 and
the three months ended March 31, 2005 give effect to all aspects of the Recapitalization as though it had occurred on January 1, 2004, except
for the conversion of all outstanding shares of Class B common stock into shares of Class A common stock.

     The pro forma consolidated balance sheet data as of March 31, 2005 give effect to all aspects of the Recapitalization as though it had
occurred on March 31, 2005, except for the conversion of all outstanding shares of Class B common stock into shares of Class A common
stock. The pro forma as adjusted consolidated balance sheet data as of March 31, 2005 reflect all aspects of the Recapitalization and our
payment of offering costs, excluding underwriting discounts and commissions, of approximately $ • as if they had occurred on March 31,
2005.

                                                                       6
     The following information should be read together with, and is qualified in its entirety by reference to, the more detailed information
contained in "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes included in this prospectus.

                                                                                                                                                      Three Months Ended
                                                                                                      Year Ended December 31,                              March 31,

                                                                                              2002                2003               2004                2004                2005

                                                                                                                 (in thousands, except per share data)


Consolidated Statements of Operations Data:
Revenue:
   Addressing                                                                             $      32,333 $             42,905 $          50,792 $           11,960 $            19,721
   Interoperability                                                                              20,303               16,003            34,228              7,607              13,087
   Infrastructure and other                                                                      38,336               52,785            79,981             19,147              24,984

Total revenue                                                                                    90,972              111,693           165,001             38,714              57,792

Operating expense:
   Cost of revenue (excluding depreciation and amortization shown separately below)              36,677               37,846            49,261             10,470              13,263
   Sales and marketing                                                                           13,855               14,381            22,743              4,146               7,018
   Research and development                                                                       6,256                6,678             7,377              1,731               2,570
   General and administrative                                                                    13,366               11,359            21,144              3,393               7,590
   Depreciation and amortization                                                                 27,020               16,051            17,285              4,920               3,582
   Restructuring charges (recoveries)                                                             7,332               (1,296 )            (220 )               —                 (706 )
   Asset impairment charge                                                                       13,190                   —                 —                  —                   —

                                                                                                117,696               85,019           117,590             24,660              33,317

(Loss) income from operations                                                                   (26,724 )             26,674            47,411             14,054              24,475
Other (expense) income:
   Interest expense                                                                              (6,260 )             (3,119 )           (2,498 )               (747 )              (626 )
   Interest income                                                                                1,876                1,299              1,629                  326                 475

(Loss) income before income taxes and minority interest                                         (31,108 )             24,854            46,542             13,633              24,324
Provision for income taxes                                                                           —                   836             1,166                100               9,693

(Loss) income before minority interest                                                          (31,108 )             24,018            45,376             13,533              14,631
Minority interest                                                                                 1,908                   10                —                  —                   —

Net (loss) income                                                                               (29,200 )             24,028            45,376             13,533              14,631
Dividends on and accretion of preferred stock                                                    (9,102 )             (9,583 )          (9,737 )           (2,477 )            (2,143 )

Net (loss) income attributable to common stockholders                                     $     (38,302 ) $           14,445 $          35,639 $           11,056 $            12,488


Net (loss) income attributable to common stockholders
per common share:
            Basic                                                                         $          (9.04 ) $            3.09 $             6.33 $             2.06 $              2.08

           Diluted                                                                        $          (9.04 ) $            0.31 $             0.57 $             0.17 $              0.19

Weighted average common shares outstanding:
          Basic                                                                                      4,236               4,680              5,632           5,355               6,002

           Diluted                                                                                   4,236            76,520            80,237             80,658              75,712

Pro forma information attributable to common stockholders (unaudited):
    Pro forma net income attributable to common stockholders                                                                     $                                       $

   Pro forma net income attributable to common stockholders per common share:
          Basic                                                                                                                  $                                       $

           Diluted                                                                                                               $                                       $

   Pro forma weighted average common shares outstanding:
          Basic

           Diluted



                                                                                      7
                                                                                                                                     As of March 31, 2005

                                                                                     As of December 31,

                                                                                                                                                            Pro Forma
                                                                                                                                                            As Adjusted

                                                                              2002          2003           2004            Actual          Pro Forma

                                                                                                              (in thousands)


Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments                         $      21,347 $       63,987 $      63,929 $          75,591 $               $
Working capital                                                                   3,633         23,630        38,441            53,746
Goodwill and other intangible assets                                             44,087         54,751        50,703            54,077
Total assets                                                                    132,544        190,245       211,454           232,186
Deferred revenue and customer credits, excluding current portion                  2,910         14,840        13,812            14,055
Long-term debt and capital lease obligations, excluding current portion           7,722          5,996         7,964             7,536
Convertible preferred stock, Series B, Series C and Series D                    151,458        161,041       140,454           142,597
Total stockholders' deficit                                                     (87,300 )      (68,581 )     (31,858 )         (16,570 )

                                                                                        8
                                                                RISK FACTORS

      An investment in our Class A common stock involves risks. You should carefully consider the risks described below as well as the other
information contained in this prospectus before investing in our Class A common stock.

Risks Related to Our Business

     Failures or interruptions of our clearinghouse could materially harm our revenues and impair our ability to conduct our operations.

      We provide addressing, interoperability and infrastructure services that are critical to the operations of our customers. Notably, our
clearinghouse is essential to the orderly operation of the national telecommunications system because it enables CSPs to ensure that telephone
calls are routed to the appropriate destinations. Our system architecture is integral to our ability to process a high volume of transactions in a
timely and effective manner. We could experience failures or interruptions of our systems and services, or other problems in connection with
our operations, as a result of:

     •
            damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third
            parties;

     •
            errors in the processing of data by our system;

     •
            computer viruses or software defects;

     •
            physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events;

     •
            increased capacity demands or changes in systems requirements of our customers; or

     •
            errors by our employees or third-party service providers.

     If we cannot adequately protect the ability of our clearinghouse to perform consistently at a high level or otherwise fail to meet our
customers' expectations:

     •
            we may experience damage to our reputation, which may adversely affect our ability to attract or retain customers for our existing
            services, and may also make it more difficult for us to market our services;

     •
            we may be subject to significant damages claims, under our contracts or otherwise, including the requirement to pay substantial
            penalties related to service level requirements in our contracts;

     •
            our operating expenses or capital expenditures may increase as a result of corrective efforts that we must perform;

     •
            our customers may postpone or cancel subsequently scheduled work or reduce their use of our services; or

     •
            one or more of our significant contracts may be terminated early, or may not be renewed.

     Any of these consequences would adversely affect our revenues and performance.

     Security breaches could result in an interruption of service or reduced quality of service, which could increase our costs or result in a
     reduction in the use of our services by our customers.
     Our systems may be vulnerable to physical break-ins, computer viruses, attacks by computer hackers or similar disruptive problems. If
unauthorized users gain access to our databases, they may be able to steal, publish, delete or modify sensitive information that is stored or
transmitted on our networks and that we are required by our contracts and FCC rules to keep confidential. A security or privacy breach could
result in an interruption of service or reduced quality of service and we may be

                                                                       9
required to make significant expenditures in connection with corrective efforts we are required to perform. In addition, a security or privacy
breach may harm our reputation and cause our customers to reduce their use of our services, which could harm our revenues and business
prospects.

     The loss of, or damage to, a data center could interrupt our operations and materially harm our revenues and growth.

      Because telecommunications service providers must query a copy of our continuously updated databases to route virtually every telephone
call in North America, the integrity of our data centers is essential to our business. We may not have sufficient redundant systems or back up
facilities to allow us to receive and process data in the event of a loss of, or damage to, a data center. We could lose, or suffer damage to, a data
center in the event of power loss, natural disasters such as fires, earthquakes, floods and tornadoes, telecommunications failures, such as
transmission cable cuts, or other similar events that could adversely affect our customers' ability to access our clearinghouse. We may be
required to make significant expenditures to repair or replace a data center. Any interruption to our operations due to the loss of, or damage to,
a data center could harm our reputation and cause our customers to reduce their use of our services, which could harm our revenues and
business prospects.

     The failure of the third-party software and equipment we use in our clearinghouse could cause interruptions or failures of our
     systems.

     We incorporate hardware, software and equipment developed by third parties in our clearinghouse. Our third-party vendors include,
among others, International Business Machines Corporation, or IBM, and Oracle Corporation for database systems and software, and EMC
Corporation and Hewlett-Packard Company for equipment. As a result, our ability to provide clearinghouse services depends in part on the
continued performance and support of the third-party products on which we rely. If these products experience failures or have defects and the
third parties that supply the products fail to provide adequate support, this could result in or exacerbate an interruption or failure of our systems
or services.

     Our seven contracts with North American Portability Management, LLC represent in the aggregate a substantial portion of our
     revenues, are not exclusive and could be terminated or modified in ways unfavorable to us, and we may be unable to renew these
     contracts at the end of their term.

      Our seven contracts with North American Portability Management, LLC, an industry group that represents all telecommunications service
providers in the United States, to provide telephone number portability and other clearinghouse services are not exclusive and could be
terminated or modified in ways unfavorable to us. These seven separate contracts, each of which represented between 8.2% and 13.9% of our
total revenues in 2004, represented in the aggregate approximately 78.8% of our total revenues in 2004. North American Portability
Management, LLC could, at any time, solicit or receive proposals from other providers to provide services that are the same as or similar to
ours. In addition, these contracts have finite terms and are currently scheduled to expire in May 2011. Furthermore, any of these contracts could
be terminated in advance of its scheduled expiration date in limited circumstances, most notably if we are in default of these agreements.
Although these contracts do not contain cross default provisions, conditions leading to a default by us under one of our contracts could lead to a
default under others, or all seven.

     We may be unable to renew these contracts on acceptable terms when they are being considered for renewal if we fail to meet our
customers' expectations, including for performance and other reasons, or if another provider offers to provide the same or similar services at a
lower cost. In addition, competitive forces resulting from the possible entrance of a competitive provider could create significant pricing
pressure, which could then cause us to reduce the selling price of our services under our contracts. If these contracts are terminated or modified
in a manner that is adverse to us, or if we

                                                                         10
are unable to renew these contracts on acceptable terms upon their expiration, it would have a material adverse effect on our business,
prospects, financial condition and results of operations. See "Business—Contracts."

     Our contracts with North American Portability Management, LLC contain provisions that may restrict our ability to use data that we
     administer in our clearinghouse, which may limit our ability to offer services that we currently, or intend to, offer.

     In addition to offering telephone number portability and other clearinghouse services under our contracts with North American Portability
Management, LLC, some of our service offerings not related to these contracts require that we use certain data from our clearinghouse. We
have been informed by North American Portability Management, LLC that they believe that use of this data, which is unrelated to our
performance under these contracts, may not be permissible under the current agreements. Although in 2004 less than 1% of our revenues came
from the provision of these unrelated services, if we are subject to adverse terms of access or not permitted to use this data, our ability to offer
new services requiring the use of this data may be limited.

     Certain of our other contracts may be terminated or we may be unable to renew these contracts, which may reduce the number of
     services we can offer and damage our reputation.

     In addition to our contracts with North American Portability Management, LLC, we rely on other contracts to provide some of the services
that we offer, including the contracts that appoint us to serve as the:

     •
            North American Numbering Plan Administrator, under which we maintain the authoritative database of telephone numbering
            resources in North America;

     •
            National Pooling Administrator, under which we perform the administrative functions associated with the administration and
            management of telephone number inventory and allocation of pooled blocks of unassigned telephone numbers;

     •
            provider of number portability services in Canada;

     •
            operator of the .us registry; and

     •
            operator of the .biz registry.

     Each of these contracts provides for early termination in limited circumstances, most notably if we are in default. In addition, our contracts
to serve as the North American Numbering Plan Administrator and as the National Pooling Administrator and to operate the .us registry, each
of which is with the U.S. government, may be terminated by the government at will. If we fail to meet the expectations of the FCC, the U.S.
Department of Commerce or our customers, as the case may be, for any reason, including for performance-related or other reasons, or if
another provider offers to perform the same or similar services for a lower price, we may be unable to extend or renew these contracts. In that
event, the number of services we are able to offer may be reduced, which would adversely affect our revenues from the provision of these
services. In addition, although these contracts in the aggregate constitute less than 10.9% of our revenues, and no single one of these contracts
constitutes more than 6.0% of our revenues, each of these contracts establishes us as the sole provider of the particular services covered by that
contract during its term. If one of these contracts were terminated, or if we were unable to renew or extend the term of any particular contract,
we would no longer be able to provide the services covered by that contract and could suffer a loss of prestige that would make it more difficult
for us to compete for contracts to provide similar services in the future.

                                                                         11
     Failure to comply with neutrality requirements could result in loss of significant contracts.

     Pursuant to orders and regulations of the U.S. government and provisions contained in our material contracts, we must continue to comply
with certain neutrality requirements, meaning generally that we cannot favor any particular telecommunications service provider,
telecommunications industry segment or technology or group of telecommunications consumers over any other telecommunications service
provider, industry segment, technology or group of consumers in the conduct of our business. See "Business—Regulatory
Environment—Telephone Numbering—Neutrality." The FCC oversees our compliance with the neutrality requirements applicable to us in
connection with some of the services we provide. We provide to the FCC and the North American Numbering Council, a federal advisory
committee established by the FCC to advise and make recommendations on telephone numbering issues, regular certifications relating to our
compliance with these requirements. Our ability to comply with the neutrality requirements to which we are subject may be affected by the
activities of our stockholders or other parties. For example, if the ownership of our capital stock subjects us to undue influence by parties with a
vested interest in the outcome of numbering administration, the FCC could determine that we are not in compliance with our neutrality
obligations. Our failure to continue to comply with the neutrality requirements to which we are subject under applicable orders and regulations
of the U.S. government and commercial contracts may result in fines, corrective measures or termination of our contracts, any one of which
could have a material adverse effect on our results of operations.

     Regulatory and statutory changes that affect us or the communications industry in general may increase our costs or impair our
     growth.

     The FCC has regulatory authority over certain aspects of our operations, most notably our compliance with our neutrality requirements.
We are also affected by business risks specific to the regulated communications industry. Moreover, the business of our customers is subject to
regulation that indirectly affects our business. As communications technologies and the communications industry continue to evolve, the
statutes governing the communications industry or the regulatory policies of the FCC may change. If this were to occur, the demand for our
clearinghouse services could change in ways that we cannot easily predict and our revenues could decline. These risks include the ability of the
federal government, most notably the FCC, to:

     •
            increase regulatory oversight over the services we provide;

     •
            adopt or modify statutes, regulations, policies, procedures or programs that are disadvantageous to the services we provide, or that
            are inconsistent with our current or future plans, or that require modification of the terms of our existing contracts;

     •
            prohibit us from entering into new contracts or extending existing contracts to provide services to the communications industry
            based on actual or suspected violations of our neutrality requirements, business performance concerns, or other reasons;

     •
            adopt or modify statutes, regulations, policies, procedures or programs in a way that could cause changes to our operations or costs
            or the operations of our customers;

     •
            appoint, or cause others to appoint, substitute or add additional parties to perform the services that we currently provide; and

     •
            prohibit or restrict the provision or export of new or expanded services under our contracts, or prevent the introduction of other
            services not under the contracts based upon restrictions within the contracts or in FCC policies.

     In addition, we are subject to risks arising out of the delegation of the Department of Commerce's responsibilities for the domain name
system to the International Corporation for Assigned Names and

                                                                        12
Numbers, or ICANN. Changes in the regulations or statutes to which our customers are subject could cause our customers to alter or decrease
the services they purchase from us. We cannot predict when, or upon what terms and conditions, further regulation or deregulation might occur
or the effect future regulation or deregulation may have on our business.

     If we do not adapt to rapid technological change in the communications industry, we could lose customers or market share.

     Our industry is characterized by rapid technological change and frequent new service offerings. Significant technological changes could
make our technology and services obsolete. We must adapt to our rapidly changing market by continually improving the features, functionality,
reliability and responsiveness of our addressing, interoperability and infrastructure services, and by developing new features, services and
applications to meet changing customer needs. We cannot ensure that we will be able to adapt to these challenges or respond successfully or in
a cost-effective way. Our failure to do so would adversely affect our ability to compete and retain customers or market share. Although we
currently provide our services primarily to traditional telecommunications companies, many existing and emerging companies are providing, or
propose to provide, IP-based voice services. Our future revenues and profits will depend, in part, on our ability to provide services to IP-based
service providers.

     The market for certain of our addressing, interoperability, and infrastructure services is competitive, which could result in fewer
     customer orders, reduced revenues or margins or loss of market share.

     Our services most frequently compete against the legacy in-house systems of our customers. In addition, although we are not a
telecommunications service provider, we compete in some areas against communications service companies, communications software
companies and system integrators that provide systems and services used by CSPs to manage their networks and internal operations in
connection with telephone number portability and other telecommunications transactions. We face competition from large, well-funded
providers of addressing, interoperability and infrastructure services. Moreover, we are aware of other companies that are focusing significant
resources on developing and marketing services that will compete with us. We anticipate continued growth of competition. Some of our current
and potential competitors have significantly more employees and greater financial, technical, marketing and other resources than we have. Our
competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements than we can. Also,
many of our current and potential competitors have greater name recognition that they can use to their advantage. Increased competition could
result in fewer customer orders, reduced revenues, reduced gross margins and loss of market share, any of which could harm our business.

     Our failure to achieve or sustain market acceptance at desired pricing levels could impact our ability to maintain profitability or
     positive cash flow.

     Our competitors and customers may cause us to reduce the prices we charge for services. The primary sources of pricing pressure include:

     •
            competitors offering our customers services at reduced prices, or bundling and pricing services in a manner that makes it difficult
            for us to compete. For example, a competing provider of interoperability services might offer its services at lower rates than we do,
            or a competing domain name registry provider may reduce its prices for domain name registration;

     •
            customers with a significant volume of transactions may have enhanced leverage in pricing negotiations with us; and

     •
            if our prices are too high, potential customers may find it economically advantageous to handle certain functions internally instead
            of using us.

                                                                       13
     We may not be able to offset the effects of any price reductions by increasing the number of transactions we handle or the number of
customers we serve, by generating higher revenues from enhanced services or by reducing our costs.

     A decline in the volume of transactions we handle could have a material adverse effect on our results of operations.

     We earn revenues for the vast majority of the services that we provide on a per transaction basis. There are no minimum revenue
requirements in our contracts, which means that there is no limit to the potential adverse effect on our revenues from a decrease in our
transaction volumes. As a result, if industry participants reduce their usage of our services from their current levels, our revenues and results of
operations will suffer. For example, if customer churn between CSPs in the industry stabilizes, or if CSPs do not compete vigorously to lure
customers away from their competitors, use of our telephone number portability and other services may decline. In addition, if CSPs develop
internal systems to address their infrastructure needs, or if the cost of such transactions makes it impractical for a given carrier to use our
services for these purposes, we may experience a reduction in transaction volumes. Finally, the trends that we believe will drive the future
demand for our clearinghouse services, such as the emergence of IP services, growth of wireless services, consolidation in the industry, and
pressure on carriers to reduce costs, may not actually result in increased demand for our services, which would harm our future revenues and
growth prospects.

     If we are unable to manage our growth, our revenues and profits could be adversely affected.

     Sustaining our growth has placed significant demands on our management as well as on our administrative, operational and financial
resources. For us to continue to manage our growth, we must continue to improve our operational, financial and management information
systems and expand, motivate and manage our workforce. If we are unable to successfully manage our growth without compromising our
quality of service and our profit margins, or if new systems that we implement to assist in managing our growth do not produce the expected
benefits, our revenues and profits could be adversely affected.

     We may be unable to complete suitable acquisitions, or we may undertake acquisitions that could increase our costs or liabilities or be
     disruptive to our business.

      One of our strategies is to pursue acquisitions selectively. Although we do not currently have any commitments, contracts or
understandings to acquire any specific businesses or other material operations, we have made a number of acquisitions in the past and will
consider other acquisitions in the future. We may not be able to locate suitable acquisition candidates at prices that we consider appropriate or
to finance acquisitions on terms that are satisfactory to us. If we do identify an appropriate acquisition candidate, we may not be able to
successfully negotiate the terms of an acquisition, finance the acquisition or, if the acquisition occurs, integrate the acquired business into our
existing business. Acquisitions of businesses or other material operations may require additional debt or equity financing, resulting in
additional leverage or dilution of ownership. Integration of acquired business operations could disrupt our business by diverting management
away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically dispersed
organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures. We also may not realize
cost efficiencies or synergies or other benefits that we anticipated when selecting our acquisition candidates. In addition, we may need to record
write downs from future impairments of intangible assets, which could reduce our future reported earnings. At times, acquisition candidates
may have liabilities, neutrality-related risks or adverse operating issues that we fail to discover through due diligence prior to the acquisition.
The

                                                                         14
failure to discover such issues prior to such acquisition could have a material adverse effect on our business and results of operations.

     Our potential expansion into international markets may be subject to uncertainties that could increase our costs to comply with
     regulatory requirements in foreign jurisdictions, disrupt our operations, and require increased focus from our management.

     Our growth strategy could involve the growth of our operations in foreign jurisdictions. International operations and business expansion
plans are subject to numerous additional risks, including economic and political risks in foreign jurisdictions in which we operate or seek to
operate, the difficulty of enforcing contracts and collecting receivables through some foreign legal systems, unexpected changes in regulatory
requirements and the difficulties associated with managing a large organization spread throughout various countries. If we continue to expand
our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated
with our international operations. However, any of these factors could adversely affect our international operations and, consequently, our
operating results.

     We may need additional capital in the future and it may not be available on acceptable terms.

      We have historically relied on outside financing and cash flow from operations to fund our operations, capital expenditures and expansion.
However, we may require additional capital in the future to fund our operations, finance investments in equipment or infrastructure, or respond
to competitive pressures or strategic opportunities. We cannot assure you that additional financing will be available on terms favorable to us, or
at all. In addition, the terms of available financing may place limits on our financial and operating flexibility. If we are unable to obtain
sufficient capital in the future, we may face the following risks:

     •
            we may not be able to continue to meet customer demand for service quality, availability and competitive pricing;

     •
            we may be forced to reduce our operations;

     •
            we may not be able to expand or acquire complementary businesses; and

     •
            we may not be able to develop new services or otherwise respond to changing business conditions or competitive pressures.

     Our senior management is important to our customer relationships, and the loss of one or more of our senior managers could have a
     negative impact on our business.

     We believe that our success depends in part on the continued contributions of our Chief Executive Officer, Jeffrey Ganek, and other
members of our senior management. We rely on our executive officers and senior management to generate business and execute programs
successfully. In addition, the relationships and reputation that members of our management team have established and maintain with our
customers and our regulators contribute to our ability to maintain good customer relations. Although we intend to enter into employment
contracts with some of our executive officers prior to the closing of this offering, these contracts will not prevent them from terminating their
employment. The loss of Jeffrey Ganek or any other members of senior management could impair our ability to identify and secure new
contracts and otherwise to manage our business.

     We must recruit and retain skilled employees to succeed in our business, and our failure to recruit and retain qualified employees
     could harm our ability to maintain and grow our business.

     We believe that an integral part of our success is our ability to recruit and retain employees who have advanced skills in the addressing,
interoperability and infrastructure services that we provide and

                                                                        15
who work well with our customers in the regulated environment in which we operate. In particular, we must hire and retain employees with the
technical expertise and industry knowledge necessary to maintain and continue to develop our operations and must effectively manage our
growing sales and marketing organization to ensure the growth of our operations. Our future success depends on the ability of our sales and
marketing organization to establish direct sales channels and to develop multiple distribution channels with Internet service providers and other
third parties. The employees with the skills we require are in great demand and are likely to remain a limited resource in the foreseeable future.
If we are unable to recruit and retain a sufficient number of these employees at all levels, our ability to maintain and grow our business could
be negatively impacted.

     We will incur increased costs as a public company as a result of recently enacted and proposed changes in laws and regulations.

     Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the
Sarbanes-Oxley Act of 2002 and rules of the Securities and Exchange Commission and the New York Stock Exchange, will result in increased
costs to us, including those related to corporate governance and the costs to operate as a public company. Section 404 of the Sarbanes-Oxley
Act requires companies to perform a comprehensive and costly evaluation and audit of their internal controls. The new rules could also make it
more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be
forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of
these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board
committees or as executive officers.

Risks Related to Our Common Stock and this Offering

     Our common stock price may be volatile.

     The initial price of our Class A common stock to be sold in this offering will be determined through negotiations among us, the selling
stockholders and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. Before this
offering, no public market existed for our Class A common stock. An active public market for our Class A common stock may not develop or
be sustained after this offering, which could affect your ability to sell your shares or depress the market price of your shares. The market price
of your shares may fall below the initial public offering price.

     Fluctuations in the market price of our Class A common stock could be caused by many things, including:

     •
            our perceived prospects and the prospects of the telephone and Internet industries in general;

     •
            differences between our actual financial and operating results and those expected by investors and analysts;

     •
            changes in analysts' recommendations or projections;

     •
            changes in general valuations for communications companies;

     •
            adoption or modification of regulations, policies, procedures or programs applicable to our business;

     •
            sales of our Class A common stock by our officers, directors or principal stockholders;

                                                                        16
     •
             sales of our Class A common stock due to a required divestiture under the terms of our certificate of incorporation, see
             "Description of Capital Stock—Ownership and Transfer Restrictions;" or

     •
             changes in general economic or market conditions and broad market fluctuations.

      Each of these factors, among others, could have a material adverse effect on your investment in our Class A common stock. Some
companies that have had volatile market price for their securities have had securities class action suits filed against them. If a suit were to be
filed against us, regardless of the outcome, it could result in substantial costs and a diversion of our management's attention and resources. This
could have a material adverse effect on our business, prospects, financial condition and results of operations.

     You will experience immediate and substantial dilution.

      The initial public offering price per share will significantly exceed the current net tangible book value per share of our stock that was
outstanding prior to this offering. As a result, investors purchasing Class A common stock in this offering will experience immediate and
substantial dilution in the amount of $ • per share. In addition, we have issued options to acquire Class A common stock at prices below the
initial public offering price. The exercise of these employee and director stock options will result in further dilution to new investors.

     One of our stockholders is expected to hold a significant block of shares in our company after completion of this offering and, as a
     result, will continue to have significant influence over our company.

      Upon completion of this offering, two representatives of Warburg Pincus will serve on our seven-member board of directors and, pursuant
to an agreement between us and certain holders of our Class A common stock, we anticipate that representatives of Warburg Pincus will
continue to serve on our board of directors in the future. See "Certain Relationships and Related Party Transactions—Stockholders
Agreement." In addition, we expect affiliates of Warburg Pincus to own or control approximately • %, or • % if the underwriters'
over-allotment option is exercised in full, of the outstanding shares of Class A common stock. Although a substantial portion of the shares
owned by these stockholders will continue to be held in a voting trust that controls the voting rights with respect to some actions that are
subject to the approval of our stockholders under applicable law (see "Certain Relationships and Related Party Transactions—Voting Trust"),
these stockholders will retain full voting power over any shares of Class A common stock that they own up to 9.9% of the voting power of our
outstanding shares of capital stock, as such shares are not required to be held in a voting trust. In addition, they will have the right to direct the
voting trust as to how to vote their shares held in trust with respect to, among other things, any merger, sale or similar transaction involving
NeuStar, the issuance of capital stock and the incurrence of substantial indebtedness. As a result of their substantial ownership interest, these
affiliates of Warburg Pincus may have the ability to significantly influence the outcome of a vote by our stockholders in respect of these
matters and their interests could conflict with your interests. Additionally, they and their affiliates are in the business of making investments in
companies and may from time to time acquire and hold interests in businesses that compete or could in the future compete, directly or
indirectly, with us. Warburg Pincus and its affiliates may also pursue acquisition opportunities that may be complementary to our business, and
as a result, those acquisition opportunities may not be available to us.

     Holders of our options may have rescission rights against us, and we may be subject to fines and sanctions under federal and state
     securities laws.

      We did not supply the holders of options granted under our 1999 Equity Incentive Plan with our financial statements or information about
the risks associated with investment in our securities, as

                                                                         17
required to comply with Rule 701 under the Securities Act. Shares issued upon exercise of options granted during this time were issued in
violation of Section 5 of the Securities Act of 1933. In addition, we did not make certain required filings in California and Maryland or comply
with other requirements in California, including requirements to deliver similar financial information, to qualify the issuance of our options
under the securities laws in those states. As a result, regulators could impose monetary fines or other sanctions as provided under these federal
and state laws. In addition, holders of those options and shares acquired upon exercise of such options may have rescission rights against us.
We believe that the number of outstanding shares of Class A common stock for which the holders may seek rescission from us is 412,106 on a
post-Recapitalization basis, which shares are held by approximately 31 different individuals. We received aggregate proceeds of approximately
$117,000 from the exercise of the options pursuant to which these shares were issued, at a weighted average exercise price of $0.28 per share
on a post-Recapitalization basis. Further, we believe that the outstanding options for which the holders may seek rescission from us cover
approximately 1,366,500 shares of Class A common stock on a post-Recapitalization basis, which options are held by approximately 75
different individuals. The aggregate exercise price of these options is approximately $9,354,500, at a weighted average exercise price of
approximately $6.85 per share on a post-Recapitalization basis. If we are required, or elect to, make rescission offers to the holders of these
shares and options, and if such offers are accepted, in general we would be required to make payments to the holders equal to the purchase
price of such shares issued and the value of options granted in violation of applicable federal and state securities laws plus statutory interest.
Moreover, our financial exposure could be higher if so determined by courts or regulators. See "Potential Claims Related to Our Options."

     Shares eligible for future sale may cause our stock price to decline.

     Sales of substantial amounts of our Class A common stock in the public market following this offering, or the perception that these sales
may occur, could cause the market price of our Class A common stock to decline. Based on shares outstanding as of March 31, 2005, upon
completion of the Recapitalization and this offering, we will have • shares of Class A common stock outstanding, excluding • shares of
Class A common stock issuable upon the exercise of outstanding options issued under our stock incentive plans and outstanding warrants.

     Subject to the restrictions on ownership and transfer set forth in our certificate of incorporation, which generally prohibit any
telecommunications service provider or affiliate of a telecommunications service provider from beneficially owning, directly or indirectly, 5%
or more of our outstanding capital stock following this offering, all of the shares of our Class A common stock sold in this offering will be
freely tradable in the public market, without restriction, subject to compliance with the volume limitations and other conditions of Rule 144 in
the case of shares sold by persons deemed to be our affiliates. These shares will represent approximately • % of our outstanding Class A
common stock upon completion of this offering. Of the remaining shares:

     •
            • shares held by our principal stockholders will be eligible for sale in the public market after the applicable lock-up period
            expires, subject to the restrictions on ownership and transfer set forth in our certificate of incorporation, and subject to compliance
            with the volume limitations and other conditions of Rule 144;

     •
            • shares held by our directors and executive officers will be eligible for sale in the public market after the applicable lock-up
            period expires, subject to the restrictions on ownership and transfer set forth in our certificate of incorporation, and subject to
            compliance with the volume limitations and other conditions of Rule 144; and

     •
            • shares held by employees and former employees who are not affiliates will be eligible for sale 90 days following completion of
            this offering, subject to the restrictions on ownership and

                                                                        18
          transfer set forth in our certificate of incorporation, and subject to the manner of sale requirements in Rule 144.

      Furthermore, an additional • shares may be issued in the future upon exercise of options granted, options to be granted or equity
awards to be granted under our existing stock option and incentive compensation plans. We expect to register these shares under the Securities
Act of 1933, and therefore the shares will be freely tradable when issued, subject to the restrictions on ownership and transfer set forth in our
certificate of incorporation, and subject to compliance with the volume limitations and other conditions of Rule 144 in the case of shares sold
by persons deemed to be our affiliates.

     Upon its exercise of the option granted by us in 2001, we may issue up to • shares of Class A common stock (equal to $20 million in
value, based on the midpoint of the range set forth on the cover page of this prospectus) to Melbourne IT Limited, which holds a 10% interest
in our 90% owned subsidiary, NeuLevel, Inc., within 30 days of completion of this offering at a purchase price per share equal to the public
offering price in this offering. If Melbourne IT Limited exercises this right, we will issue these shares to Melbourne IT Limited in a private
placement transaction outside of this offering.

     Our principal stockholders, including affiliates of Warburg Pincus LLC, MidOcean Capital Investors, L.P., affiliates of ABS Capital
Partners, as well as Melbourne IT Limited, have certain registration rights. See "Certain Relationships and Related Party Transactions."

     We, all of our directors and executive officers, our principal stockholders and Melbourne IT Limited have agreed that, until at least
180 days from the date of the final prospectus, we and they, subject to limited exceptions, will not dispose of or otherwise transfer any shares of
our Class A common stock or any securities convertible into or exchangeable for our Class A common stock. With the consent of the
underwriters, any of the securities subject to these lock-up agreements may be released at any time without notice. For more information, see
"Underwriting."

     Delaware law and provisions in our certificate of incorporation and bylaws could make a merger, tender offer or proxy contest
     difficult, and the market price of our Class A common stock may be lower as a result.

      We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or
prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years
after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. For more
information, see "Description of Capital Stock—Anti-takeover Effects of Provisions of Our Certificate of Incorporation and Bylaws." In
addition, our certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that
stockholders may consider favorable. Our certificate of incorporation and bylaws:

     •
            authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt;

     •
            prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of the stock to
            elect some directors;

     •
            establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be
            elected to serve from the time of election and qualification until the third annual meeting following election;

     •
            require that directors only be removed from office for cause;

     •
            provide that vacancies on the board of directors, including newly-created directorships, may be filled only by a majority vote of
            directors then in office;

                                                                        19
    •
            limit who may call special meetings of stockholders;

    •
            prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

    •
            establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that
            can be acted upon by stockholders at stockholder meetings.

    In order to comply with our neutrality requirements, our certificate of incorporation contains ownership and transfer restrictions
    relating to telecommunications service providers and their affiliates, which may inhibit potential acquisition bids that you and other
    stockholders may consider favorable, and the market price of our Class A common stock may be lower as a result.

      In order to comply with neutrality requirements imposed by the FCC in its orders and rules, no entity that qualifies as a
"telecommunications service provider" or affiliate of a telecommunications service provider, as such terms are defined under the
Communications Act of 1934 and FCC rules and orders, may beneficially own, following this offering, 5% or more of our capital stock. As a
result, subject to limited exceptions, our certificate of incorporation prohibits any telecommunications service provider or affiliate of a
telecommunications service provider from beneficially owning, directly or indirectly, 5% or more of our outstanding capital stock following
this offering. Among other things, our certificate of incorporation provides that:

    •
            if one of our stockholders experiences a change in status or other event that results in the stockholder violating this restriction, or if
            any transfer of our stock occurs that, if effective, would violate the 5% restriction, the excess shares (i.e., the shares that cause the
            violation of the restriction) must be sold to a third party whose beneficial ownership will not violate the restriction;

    •
            pending a required divestiture of these excess shares, the holder whose beneficial ownership violates the 5% restriction may not
            vote the shares in excess of the 5% threshold; and

    •
            if our board of directors, or its permitted designee, determines that a transfer, attempted transfer or other event violating this
            restriction has taken place, we must take whatever action we deem advisable to prevent or refuse to give effect to the transfer,
            including refusal to register the transfer, disregard of any vote of the shares by the prohibited owner, or the institution of
            proceedings to enjoin the transfer.

     See "Description of Capital Stock—Ownership and Transfer Restrictions."

      Our board of directors has the authority to make determinations as to whether any particular holder of our capital stock is a
telecommunications service provider or an affiliate of a telecommunications service provider. Any person who acquires, or attempts or intends
to acquire, beneficial ownership of our stock that will or may violate this restriction must notify us as provided in our certificate of
incorporation. In addition, following this offering, any person who becomes the beneficial owner of 5% or more of our stock must notify us and
certify that such person is not a telecommunications service provider or an affiliate of a telecommunications service provider. If a 5%
stockholder fails to supply the required certification, we are authorized to treat that stockholder as a prohibited owner—meaning, among other
things, that we may elect to purchase the excess shares or require that the excess shares be sold to a third party whose ownership will not
violate the restriction. We may request additional information from our stockholders to ensure compliance with this restriction. Our board will
treat any "group," as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as a single person for purposes of
applying the ownership and transfer restrictions in our certificate of incorporation.

                                                                         20
     Nothing in our certificate of incorporation restricts our ability to purchase shares of our capital stock. If a purchase by us of shares of our
capital stock results in a stockholder's percentage interest in our outstanding capital stock increasing to over the 5% threshold, such stockholder
must deliver the required certification regarding such stockholder's status as a telecommunications service provider or affiliate of a
telecommunications service provider. In addition, to the extent that a repurchase by us of shares of our capital stock causes any stockholder to
violate the restrictions on ownership and transfer contained in our certificate of incorporation, that stockholder will be subject to all of the
provisions applicable to prohibited owners, including required divestiture and loss of voting rights.

     These restrictions and requirements may:

     •
            discourage industry participants that might have otherwise been interested in acquiring us from making a tender offer or proposing
            some other form of transaction that could involve a premium price for our shares or otherwise be in the best interests of our
            stockholders; and

     •
            discourage investment in us by other investors who are telecommunications service providers or who may be deemed to be
            affiliates of a telecommunications service provider.

     The standards for determining whether an entity is a "telecommunications service provider" are established by the FCC. In general, a
telecommunications service provider is an entity that offers telecommunications services to the public at large, and is, therefore, providing
telecommunications services on a common carrier basis. Moreover, a party will be deemed to be an affiliate of a telecommunications service
provider if that party controls, is controlled by, or is under common control with, a telecommunications service provider. A party is deemed to
control another if that party, directly or indirectly:

     •
            owns 10% or more of the total outstanding equity of the other party;

     •
            has the power to vote 10% or more of the securities having ordinary voting power for the election of the directors or management
            of the other party; or

     •
            has the power to direct or cause the direction of the management and policies of the other party.

     The standards for determining whether an entity is a telecommunications service provider or an affiliate of a telecommunications service
provider and the rules applicable to telecommunications service providers and their affiliates are complex and may be subject to change. Each
stockholder will be responsible for notifying us if it is a telecommunications service provider or an affiliate of a telecommunications service
provider.

                                                                         21
                              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative
of these terms or other comparable terminology. These statements relate to future events or our future financial performance and involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to
differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. Many of these risks are beyond our ability to control or predict. These risks and other factors include those listed under "Risk
Factors" and elsewhere in this prospectus and include:

     •
            failures or interruptions of our systems and services;

     •
            security or privacy breaches;

     •
            loss of, or damage to, a data center;

     •
            termination, modification or non-renewal of our contracts to provide telephone number portability and other clearinghouse
            services;

     •
            adverse changes in statutes or regulations affecting the communications industry;

     •
            our failure to adapt to rapid technological change in the communications industry;

     •
            competition from our customers' in-house systems or from other providers of addressing, interoperability or infrastructure services;

     •
            our failure to achieve or sustain market acceptance at desired pricing levels;

     •
            a decline in the volume of transactions we handle;

     •
            inability to manage our growth;

     •
            economic, political, regulatory and other risks associated with our potential expansion into international markets;

     •
            inability to obtain sufficient capital to fund our operations, capital expenditures and expansion;

     •
            loss of members of senior management, or inability to recruit and retain skilled employees; and

     •
            increased costs to operate as a public company.

     Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. We caution you not to place undue reliance on forward-looking statements, which reflect only
our expectations as of the date of this prospectus. We undertake no obligation to publicly update the forward-looking statements to reflect
subsequent events or circumstances. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our
behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.
22
                                                        MARKET AND OTHER DATA

     This prospectus includes market and other data from industry sources. We have not independently verified the data obtained from outside
sources, and we cannot assure you of the accuracy or completeness of the data. In this prospectus, information relating to the number of U.S.
VoIP customers has been derived from research reports from International Data Corporation dated March 2005 and September 2004.
Information relating to the number of users of advanced wireless services has been derived from research reports from International Data
Corporation dated March 2005. Forecasts and other forward-looking information obtained from these sources are subject to the same
qualifications and uncertainties as the other forward-looking statements in this prospectus.


                                                              USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of shares of our Class A common stock by the selling stockholders in this offering.


                                                              DIVIDEND POLICY

      We do not expect to pay any cash dividends on our common stock for the foreseeable future following this offering. We currently intend
to retain any future earnings to finance our operations and growth. Any future determination to pay cash dividends will be at the discretion of
our board of directors and will depend on earnings, financial condition, operating results, capital requirements, any contractual restrictions and
other factors that our board of directors deems relevant.

                                                                        23
                                                                 CAPITALIZATION

     The following table sets forth our cash, cash equivalents and short-term investments and capitalization as of March 31, 2005:

     •
               on an actual basis;

     •
               on a pro forma basis to reflect all aspects of the Recapitalization as though it had occurred on March 31, 2005, except for the
               conversion of all outstanding shares of Class B common stock into shares of Class A common stock; and

     •
               on a pro forma as adjusted basis to reflect all aspects of the Recapitalization and our payment of offering costs, excluding
               underwriting discounts and commissions, of approximately $ • as if they had occurred on March 31, 2005.

    You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

                                                                                                                   March 31, 2005

                                                                                                                                            Pro Forma
                                                                                              Actual               Pro Forma                As Adjusted

                                                                                                          (in thousands, except share and
                                                                                                                  per share data)


Cash, cash equivalents and short-term investments                                       $          75,591      $                    $

Long-term debt                                                                                         7,536

   Series B Voting Convertible Preferred Stock, $0.01 par value; 4,000,000
   shares authorized, 100,000 shares issued and outstanding, actual; no shares
   authorized, issued and outstanding, pro forma and pro forma as adjusted                               67
   Series C Voting Convertible Preferred Stock, $0.01 par value; 28,600,000
   shares authorized, 28,569,692 shares issued and outstanding, actual; no
   shares authorized, issued and outstanding, pro forma and pro forma as
   adjusted                                                                                        86,985
   Series D Voting Convertible Preferred Stock, $0.01 par value; 10,000,000
   shares authorized, 9,098,525 shares issued and outstanding, actual; no shares
   authorized, issued and outstanding, pro forma and pro forma as adjusted                         55,545

         Total Convertible Preferred Stock                                                        142,597

Stockholders' deficit:
   Class A common stock, par value $0.001; no shares authorized, issued and
   outstanding, actual; 200,000,000 shares authorized, no shares issued and
   outstanding, pro forma; • shares issued and outstanding, pro forma as
   adjusted                                                                                              —
   Class B common stock, par value $0.001; no shares authorized, issued and
   outstanding, actual; 100,000,000 shares authorized, • shares issued and
   outstanding, pro forma; no shares issued and outstanding, pro forma as
   adjusted                                                                                              —
   Common stock, par value $0.002; 100,000,000 shares authorized; 6,320,282
   issued and outstanding, actual; no shares authorized, issued and outstanding,
   pro forma and pro forma as adjusted                                                                 13
   Additional paid-in capital                                                                         544
   Deferred stock compensation                                                                     (1,625 )
   Treasury stock, at cost, 236,366 shares at March 31, 2005                                       (1,125 )
   Accumulated deficit                                                                            (14,377 )

   Total stockholders' deficit                                                                    (16,570 )
Total capitalization        $   133,563   $   $

                       24
The table above excludes the following shares, which are reflected below as if the Recapitalization had occurred on March 31, 2005:

•
       6,361,383 shares underlying warrants exercisable as of March 31, 2005, with an exercise price of $0.0667 per share;

•
       up to • shares (equal to $20 million in value, based on the midpoint of the range set forth on the cover page of this prospectus),
       that may be purchased from us by Melbourne IT Limited, which holds a 10% interest in our 90% owned subsidiary,
       NeuLevel, Inc., within 30 days of completion of this offering at a purchase price per share equal to the public offering price in this
       offering;

•
       8,985,394 shares subject to options exercisable as of March 31, 2005, with a weighted average exercise price of $1.81 per share;

•
       5,441,481 shares subject to options outstanding but not exercisable as of March 31, 2005, with a weighted average exercise price
       of $6.20 per share;

•
       632,032 additional shares reserved as of March 31, 2005 for future issuance under our stock-based compensation plans; and

•
       350,000 shares to be issued to an employee on December 18, 2008, provided the employee provides continuous service through the
       vesting date.

                                                                  25
                                                                    DILUTION

      If you invest in our Class A common stock through this offering, your interest will be diluted to the extent of the difference between the
initial public offering price per share of our Class A common stock and the as adjusted net tangible book value per share of Class A common
stock upon the completion of this offering.

     Our as adjusted net tangible book value as of March 31, 2005, assuming the completion of the Recapitalization and our payment of
offering costs, excluding underwriting discounts and commissions, of approximately $ • , equaled approximately $ • million, or
approximately $ • per share of Class A common stock. This represents an immediate dilution in net tangible book value of $ • per share
to new investors of Class A common stock in this offering, including any shares sold upon exercise of the underwriters' over-allotment option,
if any, based on an assumed initial public offering price of $ • per share. If the initial public offering price is higher or lower, the dilution to
new investors will be greater or less, respectively. As adjusted net tangible book value per share represents the amount of our total tangible
assets less total liabilities, divided by the number of shares of Class A common stock outstanding, assuming the completion of the
Recapitalization.

     The following table summarizes this per share dilution:

Assumed initial public offering price per share                                                       $
As adjusted net tangible book value per share as of March 31, 2005                                    $

Dilution per share to new investors                                                                   $

     The weighted average price per share at which our existing stockholders purchased shares of our capital stock was $ • , as compared to
a purchase price per share of $ • for new investors, based on the midpoint of the range shown on the cover page of this prospectus.

    We based the foregoing discussions and tables on the number of shares of stock outstanding as of March 31, 2005, assuming the
Recapitalization had occurred on that date, and excluding:

     •
            6,361,383 shares underlying warrants exercisable as of March 31, 2005, with an exercise price of $0.0667 per share;

     •
            up to • shares (equal to $20 million in value, based on the midpoint of the range set forth on the cover page of this prospectus),
            that may be purchased from us by Melbourne IT Limited, which holds a 10% interest in our 90% owned subsidiary,
            NeuLevel, Inc., within 30 days of completion of this offering at a purchase price per share equal to the public offering price in this
            offering;

     •
            8,985,394 shares subject to options exercisable as of March 31, 2005, with a weighted average exercise price of $1.81 per share;

     •
            5,441,481 shares subject to options outstanding but not exercisable as of March 31, 2005, with a weighted average exercise price
            of $6.20 per share;

     •
            632,032 additional shares reserved as of March 31, 2005 for future issuance under our stock-based compensation plans; and

     •
            350,000 shares to be issued to an employee on December 18, 2008, provided the employee provides continuous service through the
            vesting date.

     If all outstanding options and warrants as of March 31, 2005 were exercised on that date, the dilution to new investors of Class A common
stock in this offering, including any shares sold upon exercise of the underwriters' over-allotment option, if any, would be $ • , based on an
assumed initial public offering price of $ • per share. In addition, to the extent that options or warrants we may issue in the future with
exercise prices below the initial public offering price are exercised, there will be further dilution to new public investors.

                                                                        26
                                           SELECTED CONSOLIDATED FINANCIAL DATA

     The tables below present selected consolidated statements of operation data for each of the five years ended December 31, 2004 and the
three months ended March 31, 2004 and 2005 and selected consolidated balance sheet data as of December 31, 2000, 2001, 2002, 2003 and
2004 and March 31, 2005. The selected consolidated statements of operations data for each of the three years ended December 31, 2002, 2003
and 2004, and the selected consolidated balance sheet data as of December 31, 2003 and 2004, have been derived from, and should be read
together with, our audited consolidated financial statements and related notes, appearing elsewhere in this prospectus. The selected
consolidated statements of operations data for each of the two years ended December 31, 2000 and 2001 and the selected consolidated balance
sheet data as of December 31, 2000, 2001 and 2002, have been derived from our audited consolidated financial statements and related notes not
included in this prospectus. The selected consolidated statements of operations data for the three months ended March 31, 2004 and 2005 and
the selected consolidated balance sheet data as of March 31, 2005, have been derived from our unaudited interim consolidated financial
statements included elsewhere in this prospectus. The share and per share data included in the selected consolidated statements of operations
data for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 and the three months ended March 31, 2004 and 2005 reflect the
1.4-for-1 split of our common stock to take place as part of the Recapitalization, but do not reflect other aspects of the Recapitalization.

      The pro forma consolidated statements of operations data, including share and per share data, for the year ended December 31, 2004 and
the three months ended March 31, 2005 give effect to all aspects of the Recapitalization as though it had occurred on January 1, 2004, except
for the conversion of all outstanding shares of Class B common stock into shares of Class A common stock.

     The pro forma consolidated balance sheet data as of March 31, 2005 give effect to all aspects of the Recapitalization as though it had
occurred on March 31, 2005, except for the conversion of all outstanding shares of Class B common stock into shares of Class A common
stock. The pro forma as adjusted consolidated balance sheet data as of March 31, 2005 reflect all aspects of the Recapitalization and our
payment of offering costs, excluding underwriting discounts and commissions, of approximately $ • as if they had occurred on March 31,
2005.

                                                                      27
     The following information should be read together with, and is qualified in its entirety by reference to, the more detailed information
contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial
statements and related notes included in this prospectus.

                                                                                                                                                          Three Months Ended
                                                                                        Year Ended December 31,                                                March 31,

                                                                  2000           2001             2002               2003                2004             2004                2005

                                                                                                 (in thousands, except per share data)


Consolidated Statements of Operations Data:
Total revenue                                                 $     67,714 $        74,176 $          90,972 $         111,693 $           165,001 $         38,714 $           57,792

Operating expense:
   Cost of revenue (excluding depreciation and amortization
   shown separately below)                                          16,781          40,770            36,677            37,846              49,261           10,470             13,263
   Sales and marketing                                                  —           27,362            13,855            14,381              22,743            4,146              7,018
   Research and development                                          4,477           8,621             6,256             6,678               7,377            1,731              2,570
   General and administrative                                       33,182          16,372            13,366            11,359              21,144            3,393              7,590
   Depreciation and amortization                                     1,310          10,857            27,020            16,051              17,285            4,920              3,582
   Restructuring charges (recoveries)                                   —            8,928             7,332            (1,296 )              (220 )             —                (706 )
   Asset impairment charge                                              —               —             13,190                —                   —                —                  —
   Amortization of goodwill                                          5,566           3,510                —                 —                   —                —                  —

                                                                    61,316         116,420           117,696            85,019             117,590           24,660             33,317

(Loss) income from operations                                        6,398         (42,244 )          (26,724 )         26,674              47,411           14,054             24,475
Other (expense) income:
   Interest expense                                                 (4,866 )        (3,416 )           (6,260 )          (3,119 )           (2,498 )             (747 )              (626 )
   Interest income                                                   2,137           4,089              1,876             1,299              1,629                326                 475

(Loss) income before income taxes and minority interest              3,669         (41,571 )          (31,108 )         24,854              46,542           13,633             24,324
Provision for income taxes                                           1,880           1,250                 —               836               1,166              100              9,693

(Loss) income before minority interest                               1,789         (42,821 )          (31,108 )         24,018              45,376           13,533             14,631
Minority interest                                                       —            1,326              1,908               10                  —                —                  —

Net (loss) income                                                    1,789         (41,495 )          (29,200 )         24,028              45,376           13,533             14,631
Dividends on and accretion of preferred stock                       (2,932 )        (4,888 )           (9,102 )         (9,583 )            (9,737 )         (2,477 )           (2,143 )

Net (loss) income attributable to common stockholders         $     (1,143 ) $     (46,383 ) $        (38,302 ) $       14,445 $            35,639 $         11,056 $           12,488

Net (loss) income attributable to common stockholders per
common share:
          Basic                                               $      (0.33 ) $      (12.13 ) $           (9.04 ) $           3.09 $              6.33 $          2.06 $              2.08

         Diluted                                              $      (0.33 ) $      (12.13 ) $           (9.04 ) $           0.31 $              0.57 $          0.17 $              0.19

Weighted average common shares outstanding:
        Basic                                                        3,464              3,825            4,236              4,680               5,632         5,355              6,002

         Diluted                                                     3,464              3,825            4,236          76,520              80,237           80,658             75,712

Pro forma information attributable to common stockholders
(unaudited):
    Pro forma net income attributable to common
    stockholders                                                                                                                    $                                     $

   Pro forma net income attributable to common
   stockholders per common share:
         Basic                                                                                                                      $                                     $

         Diluted                                                                                                                    $                                     $

   Pro forma weighted average common shares outstanding:
         Basic

         Diluted



                                                                                         28
                                                                             As of December 31,                                           As of March 31, 2005

                                                                                                                                                               Pro Forma
                                                        2000          2001           2002          2003             2004         Actual        Pro Forma       As Adjusted

                                                                                                   (in thousands)


Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments   $      1,495 $      33,663 $        21,347 $     63,987 $         63,929 $      75,591 $               $
Working capital                                           16,905         3,098           3,633       23,630           38,441        53,746
Goodwill and other intangible assets                      48,847        44,087          44,087       54,751           50,703        54,077
Total assets                                             117,244       199,067         132,544      190,245          211,454       232,186
Deferred revenue and customer credits, excluding
current portion                                                —         2,175           2,910       14,840           13,812        14,055
Long-term debt and capital lease obligations,
excluding current portion                                 50,787        25,234           7,722        5,996            7,964         7,536
Series A redeemable preferred stock                       36,039            —               —            —                —             —
Convertible preferred stock, Series B,
Series C and Series D                                       2,202      142,356         151,458      161,041          140,454       142,597
Total stockholders' deficit                                (1,373 )    (49,265 )       (87,300 )    (68,581 )        (31,858 )     (16,570 )


                                                                                      29
                           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                           AND RESULTS OF OPERATIONS

      You should read the following discussion and analysis in conjunction with the information set forth under "Selected Consolidated
Financial Data" and our consolidated financial statements and related notes included elsewhere in this prospectus. The statements in this
discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements in this
discussion, are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but
not limited to, the risks and uncertainties described under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." Our
actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

     We provide the North American communications industry with essential clearinghouse services. We operate the authoritative directories
that manage virtually all telephone area codes and numbers, and enable the dynamic routing of calls among thousands of competing CSPs in
the United States and Canada. All CSPs that offer telecommunications services to the public at large, or telecommunications service providers,
such as Verizon Communications Inc., Sprint Corporation, AT&T Corp. and Cingular Wireless LLC, must access our clearinghouse as one of
our customers to properly route virtually all of their calls. We also provide clearinghouse services to emerging CSPs, including Internet service
providers, cable television operators, and voice over Internet protocol, or VoIP, service providers. In addition, we manage the authoritative
directories for the .us and .biz Internet domains, as well as for Common Short Codes, part of the short messaging service relied upon by the
U.S. wireless industry.

Our Company

     We were founded to meet the technical and operational challenges of the communications industry when the U.S. government mandated
local number portability in 1996. While we remain the provider of the authoritative solution that the industry relies upon to meet this mandate,
we have developed a broad range of innovative services that meet an expanded range of customer needs. We provide the communications
industry in North America with critical technology services that solve the industry's addressing, interoperability and infrastructure needs.

     These services are now used by CSPs to manage a range of their technical and operating requirements, including:

     •
            Addressing. We enable CSPs to use critical, shared addressing resources, such as telephone numbers, Internet top-level domain
            names, and Common Short Codes.

     •
            Interoperability . We enable CSPs to exchange and share critical operating data so that communications originating on one
            provider's network can be delivered and received on the network of another CSP. We also facilitate order management and work
            flow processing among CSPs.

     •
            Infrastructure and Other . We enable CSPs to more efficiently manage changes in their own networks by centrally managing
            certain critical data they use to route communications over their own networks.

     We derive more than 90% of our annual revenue on a transaction basis, most of which is derived from long-term contracts.

     Our costs and expenses consist of cost of revenue, sales and marketing, research and development, general and administrative, and
depreciation and amortization.

                                                                       30
     Cost of revenue includes all direct materials, direct labor, and those indirect costs related to revenue such as indirect labor, materials and
supplies. Our primary cost of revenue is related to our information technology and systems department, including network costs, data center
maintenance, database management, and data processing costs, as well as personnel costs associated with service implementation, product
maintenance, customer deployment and customer care. We also expense costs relating to developing modifications and enhancements of our
existing technology and services.

      Sales and marketing expense consists of personnel costs, advertising costs and relationship marketing costs. This expense includes
salaries, sales commissions, sales operations and other personnel-related expense, travel and related expense, trade shows, costs of computer
and communications equipment and support services, facilities costs, consulting fees and costs of marketing programs, such as Internet and
print. Included in these classifications are product branding and packaging, market analysis and forecasting, stock-based compensation and
customer relationship management.

    Research and development expense consists primarily of costs related to personnel, including salaries and other personnel-related expense,
consulting fees and the costs of facilities, computer and support services used in service and technology development.

     General and administrative expense consists primarily of salaries and other personnel-related expense for our executive, administrative,
legal, finance, and human resources functions, facilities, management information systems, support services, professional services fees, certain
audit, tax and license fees, stock-based compensation and bad debt expense.

      Depreciation and amortization relates primarily to our property and equipment and includes our network infrastructure and facilities
related to our services and the amortization of identifiable intangibles.

Critical Accounting Policies and Estimates

     The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which
have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of these financial
statements in accordance with U.S. GAAP requires us to utilize accounting policies and make certain estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingencies as of the date of the financial statements and the reported amounts of
revenue and expense during a fiscal period. The Securities and Exchange Commission considers an accounting policy to be critical if it is
important to a company's financial condition and results of operations, and if it requires significant judgment and estimates on the part of
management in its application. We have discussed the selection and development of the critical accounting policies with the audit committee of
our board of directors, and the audit committee has reviewed our related disclosures in this prospectus. Although we believe that our judgments
and estimates are appropriate and correct, actual results may differ from those estimates.

     We believe the following to be our critical accounting policies because they are important to the portrayal of our financial condition and
results of operations and they require critical management judgments and estimates about matters that are uncertain. If actual results or events
differ materially from those contemplated by us in making these estimates, our reported financial condition and results of operation for future
periods could be materially affected. See "Risk Factors" for certain matters bearing risks on our future results of operations.

                                                                         31
     Revenue Recognition

    Our revenue recognition policies are in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104,
Revenue Recognition . We provide the following services pursuant to various private commercial and government contracts.

     Addressing. Our addressing services include telephone number administration, implementing the allocation of pooled blocks of
telephone numbers, and directory services for Internet domain names and Common Short Codes. We generate revenue from our telephone
number administration services under two government contracts. Under our contract to serve as the North American Numbering Plan
Administrator, we earn a fixed annual fee, and we recognize this fee as revenue ratably each month. In the event we estimate losses on our
fixed fee contract, we recognize these losses in the period in which a loss becomes apparent. Under our contract to serve as the National
Pooling Administrator, we generate revenue under a cost-plus contract utilizing the proportional performance method. We recognize revenue
based on costs incurred to date as a percentage of total estimated costs to complete the project plus the pro rata amount of the negotiated fee.

     In addition to the administrative functions associated with our role as the National Pooling Administrator, we also generate revenue from
implementing the allocation of pooled blocks of telephone numbers under our long-term contracts with North American Portability
Management, LLC, and we recognize revenue on a per transaction fee basis as the services are performed. For our Internet domain name
services, we generate revenue for Internet domain name registrations, which generally have contract terms between one and ten years. We
recognize revenue on a straight line basis over the lives of the related customer contracts. We generate revenues from our Common Short Code
services under short-term contracts ranging from three to twelve months, and we recognize revenue on a straight line basis over the term of the
customer contracts.

     Interoperability. Our interoperability services consist primarily of wireline and wireless number portability and order management
services. We generate revenue from number portability under our long-term contracts with North American Portability Management, LLC and
Canadian LNP Consortium, Inc. We recognize revenue on a per transaction fee basis as the services are performed. We provide order
management services consisting of customer set-up and implementation followed by transaction processing under contracts with terms ranging
from one to three years. Customer set-up and implementation is not considered a separate deliverable; accordingly, the fees are deferred and
recognized as revenue on a straight-line basis over the term of the contract. Per-transaction fees are recognized as the transactions are
processed.

     Infrastructure and Other. Our infrastructure services consist primarily of network management and connection services. We generate
revenue from network management services under our long-term contracts with North American Portability Management, LLC. We recognize
revenue on a per transaction fee basis as the services are performed. In addition, we generate revenue from connection fees and system
enhancements under our contracts with North American Portability Management, LLC. We recognize our connection fee revenue as the service
is performed. System enhancements are provided under cost-plus contracts utilizing the proportional performance method. We recognize
revenue based on costs incurred to date as a percentage of total estimated costs to complete the enhancement plus the pro rata amount of the
fee.

     Significant Contracts

     We provide wireline and wireless number portability, implement the allocation of pooled blocks of telephone numbers and provide
network management services pursuant to seven contracts with North American Portability Management, LLC, an industry group that
represents all telecommunications service providers in the United States. We recognize revenue under our contracts with North American

                                                                        32
Portability Management, LLC primarily on a per-transaction basis. The aggregate fees for transactions processed under these contracts are
determined by the total number of transactions, and these fees are billed to telecommunications service providers based on their allocable share
of the total transaction charges. This allocable share is based on each respective telecommunications service provider's share of the aggregate
end-user services revenues of all U.S. telecommunications service providers as determined by the FCC. Under our contracts, we also bill a
revenue recovery collections, or RRC, fee of a percentage of monthly billings to our customers, which is available to us if any
telecommunications service provider fails to pay its allocable share of total transactions charges. If the RRC fee is insufficient for that purpose,
these contracts also provide for the recovery of such differences from the remaining telecommunications service providers.

     The per-transaction pricing under these contracts provides for annual volume discounts (credits) that are earned on all transactions in
excess of the pre-determined annual volume threshold. In the period in which the credits are earned, billings in excess of the discounted pricing
are recorded as a customer credit liability on the balance sheet, with a corresponding reduction to revenue. In the following year when the
credit is applied to invoices rendered, the customer credit liability is reduced with a corresponding credit to accounts receivable.

      In the fourth quarter of 2003 and 2004, we reduced revenues for all transactions in excess of the pre-determined annual volume thresholds
and recorded a corresponding customer credit liability in the amount of $6.0 million and $11.9 million, respectively. The customer credit
liability will be reduced as credits are applied to future invoices.

     In December 2003, these contracts were amended to extend their expiration date from May 2006 to May 2011, and the per-transaction fee
charged to our customers over the term of the contracts was reduced. As part of the amendments, we agreed to retroactively apply the new
transaction fee to all 2003 transactions processed and granted credits totaling $16.0 million. These credits are being applied to customer
invoices over a 23-month period beginning in January 2004. Additionally, we obtained letters of credit totaling $16.0 million in January 2004
to secure a portion of these customer credits. As of December 31, 2004 and March 31, 2005, approximately $15.5 million and $11.6 million,
respectively, of these customer credits were outstanding. The amount of our revenue derived under our contracts with North American
Portability Management, LLC was $69.2 million, $84.5 million, and $130.0 million for the years ended December 31, 2002, 2003 and 2004,
respectively.

     Service Level Standards

     Pursuant to certain of our private commercial contracts, we are subject to service level standards and to corresponding penalties for failure
to meet those standards. We record a provision for these performance-related penalties when incurred with a corresponding reduction of our
revenue.

   For more information regarding how we recognize revenue for each of our service categories, please see the discussion above under
"—Revenue Recognition."

     Valuation of Goodwill and Intangible Assets

     The acquisitions of BizTelOne and NightFire in January and August 2003, respectively, resulted in the recording of goodwill, which
represents the excess of the purchase price over the fair value of assets acquired, as well as other definite-lived intangible assets. Under present
accounting rules (SFAS No. 142), goodwill is no longer subject to amortization; instead it is subject to new impairment testing criteria. Other
acquired definite-lived intangible assets are being amortized over their estimated useful lives, although those with indefinite lives are not to be
amortized but are tested at least annually for impairment, using a lower of cost or fair value approach. We did not identify any asset impairment
at December 31, 2004 and will continue to test for impairment on an annual basis or on an interim basis if circumstances change that would
indicate the possibility of impairment. The impairment review may

                                                                         33
require an analysis of future projections and assumptions about our operating performance. If such a review indicates that the assets are
impaired, an expense would be recorded for the amount of the impairment, and the corresponding impaired assets would be reduced in carrying
value.

     Impairment of Long-Lived Assets

     In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , a review of long-lived assets for
impairment is performed when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If an
indication of impairment is present, we compare the estimated undiscounted future cash flows to be generated by the asset to its carrying
amount. If the undiscounted future cash flows are less than the carrying amount of the asset, we record an impairment loss equal to the excess
of the asset's carrying amount over its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values
of similar assets or using a discounted cash flow analysis. In December 2002, we determined that certain assets were impaired, and as such the
carrying values of those assets were adjusted down to their estimated fair values. There were no impairment charges recognized during the
years ended December 31, 2003 or 2004.

     Accounts Receivable, Revenue Recovery Collections, and Allowance for Doubtful Accounts

     Accounts receivable are recorded at the invoiced amount and do not bear interest. In accordance with our contracts with North American
Portability Management, LLC, we bill a RRC fee of a percentage of monthly billings to our customers. The aggregate RRC fees collected may
be used to offset uncollectible receivables from an individual customer. The RRC fees are recorded as an accrued liability when collected. For
the period January 1, 2002 through June 30, 2004, this fee was 3% of monthly billings. On July 1, 2004, the RRC fee was reduced to 2%. Any
accrued RRC fees in excess of uncollectible receivables are paid back to the customers annually on a pro rata basis. RRC fees of $4.4 million
and $4.3 million are included in accrued expense as of December 31, 2003 and 2004, respectively. All other receivables related to services not
covered by the RRC fees are evaluated and, if deemed not collectible, are either directly written off as a bad debt expense or reserved.

     Deferred Income Taxes

      We recognize deferred tax assets and liabilities based on temporary differences between the financial reporting bases and the tax bases of
assets and liabilities. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such
amounts are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income.
When appropriate, we recognize a valuation allowance to reduce such deferred tax assets to amounts that are more likely than not to be
ultimately realized. The calculation of deferred tax assets (including valuation allowances) and liabilities requires us to apply significant
judgment related to such factors as the application of complex tax laws, changes in tax laws and our future operations. We review our deferred
tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in our assessment of the need
for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of
change.

     Stock-Based Compensation

     We account for employee stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related interpretations, which require us to recognize compensation cost for the excess
of the fair value of the stock at the grant date over the exercise price, if any. An alternative method of accounting would apply the principles of
SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123),

                                                                        34
which require the fair value of the stock option to be recognized at the date of grant and amortized as compensation expense over the stock
option's vesting period. No stock-based employee compensation cost for stock options is reflected in net income, as all options granted under
the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Stock-based compensation for
non-employees is accounted for using the fair value-based method in accordance with SFAS 123. See "—Recent Accounting
Pronouncements."

Acquisitions

     We have expanded the scope of our services and increased our customer base by selectively acquiring three small businesses. Our
objective with each acquisition was to leverage our clearinghouse capabilities in order to maximize efficiency and provide added value to our
customers.

     BizTelOne, Inc.

     In January 2003, we acquired BizTelOne, Inc. for $2.5 million in cash, plus a $700,000 earn-out amount accrued in 2004, which was paid
in March 2005. This acquisition provided additional order management service technology and market presence needed to facilitate growth in
the revenue generated by our interoperability services.

     NightFire Software, Inc.

     In August 2003, we acquired certain assets of NightFire Software, Inc. for $4.1 million in cash (net of $293,000 cash acquired) and the
issuance of 855,069 shares of our common stock for total purchase consideration of $7.8 million. NightFire's products enable fully automated
voice, data, and broadband access services fulfillment for competitive local exchange carriers, integrated communications carriers, incumbent
local exchange carriers, inter-exchange carriers, Internet service providers, and other types of service providers. This acquisition further
expanded our order management services technology and market presence and aided in the growth of our interoperability revenue.

     Fiducianet, Inc.

      On February 1, 2005, we acquired Fiducianet, Inc. for $2.2 million in cash and the issuance of 35,745 shares of our common stock for
total purchase consideration of $2.6 million. The acquisition of Fiducianet enables us to serve as a single point of contact in managing all
day-to-day customer obligations involving subpoenas, court orders and law enforcement agency requests under electronic surveillance laws
including the Communications Assistance for Law Enforcement Act, Patriot Act and Homeland Security Act.

Current Trends Affecting Our Results of Operations

    We have experienced increased demand for our clearinghouse services, which has been driven by market trends such as network
expansion, the implementation of new technologies, subscriber growth, competitive churn, network changes and consolidations.

     Wireless subscriber growth, new wireless applications, and wireless competition have driven increased demand for all of our
clearinghouse services. Additionally, as wireless service providers upgrade their networks and technology to enable high-speed service, we
anticipate that they will increasingly rely on our infrastructure services and that, as a result, wireless-related transactions will remain a major
contributor to our addressing and interoperability transaction volume growth.

   Advancements in the communications industry, such as changes from time division multiplexing, or TDM, to global system for mobile, or
GSM, have driven increased infrastructure transactions in our

                                                                          35
clearinghouse. As the industry migrates towards next-generation technologies and applications, we anticipate that demand for our infrastructure
services will increase.

     As the communications industry has changed to meet consumer demands and new technological advancements, consolidation among
industry participants has increased. Consolidation requires the integration of disparate systems and networks, which has driven increased
demand for our addressing, interoperability and infrastructure services. We anticipate that future consolidations will continue to drive growth in
our transaction volumes.

     Over the past year, addressing transactions have also increased due to the emergence of IP service providers. In particular, VoIP service
providers are rapidly expanding their operations and experiencing an increased need for access to inventories of telephone numbers, which has
driven demand for our addressing services. We expect significant growth in the number of addressing transactions in 2005 and 2006 as IP
service providers continue to develop an inventory of telephone number resources.

     To support the growth driven by the favorable industry trends mentioned above, we continue to look for opportunities to improve our
operating efficiencies. In 2004, we initiated several programs to improve operating efficiencies, such as the utilization of offshore technical
resources for systems engineering, implementation of new hardware and software technology in our clearinghouse, and management of process
improvement teams. We believe that these programs will continue to provide future benefits and position us to support revenue growth.

     Upon becoming a public company, we will experience increases in certain general and administrative expenses to comply with the laws
and regulations applicable to public companies. These laws and regulations include the provisions of the Sarbanes-Oxley Act of 2002 and the
rules of the Securities and Exchange Commission and the New York Stock Exchange. To comply with the corporate governance and operating
requirements of being a public company, we will incur increases in such items as personnel costs, professional services fees, fees for
independent directors and the cost of directors and officers liability insurance. We believe that these costs will approximate $3.0 to $3.5 million
annually.

     In 2003 and 2004, we were able to utilize net operating loss carryforwards and deferred tax benefits from previous years to offset taxable
income and income tax expense related to U.S. federal income taxes. These carryforwards and deferrals were exhausted in 2004. In 2005 and
future years, we expect our profits to be subject to U.S. federal income taxes at the statutory rates.

                                                                        36
Consolidated Results of Operations

     Three Months Ended March 31, 2004 Compared to the Three Months Ended March 31, 2005

     The following table presents an overview of our results of operations for the three months ended March 31, 2004 and 2005. The share and
per share data in the following table reflect the 1.4-for-1 stock split to be effected as part of the Recapitalization, but do not reflect the other
aspects of the Recapitalization.

                                                                                       Three Months Ended                           Three Months Ended
                                                                                            March 31,                                    March 31,

                                                                                     2004                    2005                      2004 vs. 2005

                                                                                      $                        $                  $ Change         % Change

                                                                                                     (in thousands, except per share data)


Revenue:
  Addressing                                                                    $      11,960         $         19,721        $        7,761              64.9 %
  Interoperability                                                                      7,607                   13,087                 5,480              72.0 %
  Infrastructure and other                                                             19,147                   24,984                 5,837              30.5 %

Total revenue                                                                          38,714                   57,792                19,078              49.3 %

Operating expense:
  Cost of revenue (excludes depreciation and amortization shown
  separately below)                                                                    10,470                   13,263                 2,793              26.7 %
  Sales and marketing                                                                   4,146                    7,018                 2,872              69.3 %
  Research and development                                                              1,731                    2,570                   839              48.5 %
  General and administrative                                                            3,393                    7,590                 4,197             123.7 %
                                                                                                                                                               )
   Depreciation and amortization                                                          4,920                    3,582              (1,338 )           (27.2 %
   Restructuring recoveries                                                                  —                      (706 )              (706 )           100.0 %

                                                                                       24,660                   33,317                 8,657              35.1 %


Income from operations                                                                 14,054                   24,475                10,421              74.1 %
Other (expense) income:
                                                                                                                                                               )
   Interest expense                                                                         (747 )                  (626 )               121             (16.2 %
   Interest income                                                                           326                     475                 149              45.7 %

Income before income taxes                                                             13,633                   24,324                10,691              78.4 %
Provision for income taxes                                                                100                    9,693                 9,593           9,593.0 %

Net income                                                                             13,533                   14,631                 1,098               8.1 %
                                                                                                                                                               )
Dividends on and accretion of preferred stock                                             (2,477 )                 (2,143 )              334             (13.5 %

Net income attributable to common stockholders                                  $      11,056         $         12,488        $        1,432              13.0 %

Net income attributable to common stockholders per common share:
         Basic                                                                  $           2.06      $              2.08

          Diluted                                                               $           0.17      $              0.19

Weighted average shares outstanding:
         Basic                                                                            5,355                    6,002

          Diluted                                                                      80,658                   75,712
37
     Revenue

     Total revenue.    Total revenue increased $19.1 million due to increases in addressing, interoperability and infrastructure transactions.

      Addressing. Addressing revenue increased $7.8 million due to the growth in the number of wireless subscribers, the increase in new
communications services being offered by our customers, the continued consolidation of industry participants and the continued expansion of
carrier networks. In particular, revenue from pooling transactions increased $6.9 million, primarily as service providers built inventories of
telephone numbers in multiple area codes and rate centers to be able to offer them to VoIP users. Carrier consolidation also required the use of
our pooling service to reallocate pooled blocks of telephone numbers to new network addresses within consolidated networks. In addition,
Common Short Codes revenue increased $0.9 million due to an increase in the number of service providers who have elected to participate in
the Common Short Code program. Revenue from our domain name services increased $0.5 million due in large part to the increased number of
subscribers following the development and launch of our registry gateway services. These increases were offset by a reduction of $0.6 million
in fees under our contract to serve as the North American Numbering Plan Administrator, which resulted from reduced activity under that
contract during the three months ended March 31, 2005.

     Interoperability. Interoperability revenue increased $5.5 million due to an increase in wireline and wireless competition and the
associated movement of end users from one CSP to another, carrier consolidation, and broader usage of our expanding service offerings such as
enhanced order management services for wireless data and Internet telephony providers. Specifically, revenue from number portability
transactions increased $3.2 million and revenue from our order management services increased $2.2 million.

      Infrastructure and other. Infrastructure and other revenue increased $5.8 million due to an increase in the demand for our network
management services. Of this amount, $5.0 million was attributable to customers making a large number of changes to their networks that
required actions such as disconnects and modifications to network elements. We believe these changes were driven largely by trends in the
industry, including the implementation of new technologies by our customers, such as wireless technology upgrades and network optimization
after carrier consolidation. Increases in connection fees and one-time functionality improvements accounted for the remaining increase of
$0.8 million.

     Expense

      Cost of revenue. Cost of revenue increased $2.8 million due to growth in personnel and contractor costs to support higher transaction
volumes. In particular, personnel and employee related expense increased $1.8 million due to the addition of 48 employees in our customer
deployment group, software engineering group and in our operations group. Contractor costs increased $0.7 million for software maintenance
activities and the managing of industry changes to our clearinghouse. Additionally, cost of revenue increased by $0.3 million due to royalty
expenses related to Common Short Code services and revenue share cost associated with our Internet domain names and registry gateway
services. Cost of revenue as a percentage of revenue decreased to 23.0% in the three months ended March 31, 2005, as compared to 27.0% for
the three months ended March 31, 2004. This decrease in cost of revenue as a percentage of revenue is attributable to operating efficiencies in
our clearinghouse operations, which allowed us to increase the number of transactions we processed without proportional increases in
personnel costs.

     Sales and marketing. Sales and marketing expense increased $2.9 million due to headcount additions to our sales and marketing team to
focus on branding and product launches and the

                                                                       38
recording of stock-based compensation expense for non-employee option grants. Our sales and marketing team increased from 61 employees at
March 31, 2004 to 96 employees at March 31, 2005, resulting in a $1.8 million increase in personnel and related expenses. In addition, we
recorded $1.0 million of stock-based compensation expense as a result of modifications to various non-employee stock options and for options
granted to non-employees during the three months ended March 31, 2005. Sales and marketing expense as a percentage of revenue increased to
12.1% in the three months ended March 31, 2005, as compared to 10.7% for the three months ended March 31, 2004.

     Research and development. Research and development expense increased $0.8 million due to the development of Internet telephony
solutions to enhance our service offerings. Research and development expense as a percentage of revenue increased to 4.4% in the three
months ended March 31, 2005, as compared to 4.5% for the three months ended March 31, 2004.

     General and administrative. General and administrative expense increased $4.2 million primarily due to costs incurred to support
business growth and costs incurred in preparation for becoming a public company, as well as the recording of stock-based compensation
expense for non-employee stock option grants. General and administrative personnel cost increased $0.3 million, legal and accounting fees
increased $0.7 million, and IPO-related expenses were $1.5 million. We recorded $1.4 million of stock-based compensation expense as a result
of a modification to accelerate vesting on various non-employee stock options. General and administrative expense as a percentage of revenue
increased to 13.1% in the three months ended March 31, 2005, as compared to 8.8% for the three months ended March 31, 2004.

     Depreciation and amortization. Depreciation and amortization expense decreased $1.3 million due to the expiration of certain capital
leases and a change in the useful life estimate in June 2004 of certain acquired intangibles. Depreciation and amortization expense as a
percentage of revenue decreased to 6.2% for the three months ended March 31, 2005, as compared to 12.7% for the three months ended
March 31, 2004.

     Restructuring recoveries. During the three months ended March 31, 2005, we entered into a sub-lease agreement for our Chicago
leased property, resulting in a restructuring recovery of $0.7 million due to a more favorable sub-lease rate than originally assumed in 2002,
when we recorded a restructuring liability for the closure of excess facilities.

     Interest expense. Interest expense decreased $0.1 million as a result of lower interest charges on outstanding notes as principal was
reduced, as well as a decrease in the number of capital leases. Interest expense as a percentage of revenue decreased to 1.1% in the three
months ended March 31, 2005, as compared to 1.9% for the three months ended March 31, 2004.

     Interest income. Interest income increased $0.1 million due to higher average cash balances. Interest income as a percentage of revenue
decreased to 0.8% in the three months ended March 31, 2005, as compared to 0.8% for the three months ended March 31, 2004.

    Provision for income taxes. Income tax provision increased $9.6 million to reflect the expected 2005 effective tax rate. For the three
months ended March 31, 2004, the effective tax rate was lowered through the utilization of net operating loss carryforwards. Provision for
income taxes as a percentage of revenue increased to 16.8% for the three months ending March 31, 2005 compared to 0.3% for the three
months ended ended March 31, 2004.

                                                                       39
     Year Ended December 31, 2003 Compared to the Year Ended December 31, 2004

     The following table presents an overview of our results of operations for the years ended December 31, 2003 and 2004. The share and per
share data in the following table reflect the 1.4-for-1 stock split to be effected as part of the Recapitalization, but do not reflect the other aspects
of the Recapitalization.

                                                                                      2003                     2004                      2003 vs. 2004

                                                                                       $                        $                  $ Change          % Change

                                                                                                     (in thousands, except per share data)


Revenue:
  Addressing                                                                    $          42,905      $            50,792     $         7,887            18.4 %
  Interoperability                                                                         16,003                   34,228              18,225           113.9 %
  Infrastructure and other                                                                 52,785                   79,981              27,196            51.5 %

Total revenue                                                                           111,693                  165,001                53,308            47.7 %

Operating expense:
  Cost of revenue (excludes depreciation and amortization shown
  separately below)                                                                        37,846                   49,261              11,415            30.2 %
  Sales and marketing                                                                      14,381                   22,743               8,362            58.1 %
  Research and development                                                                  6,678                    7,377                 699            10.5 %
  General and administrative                                                               11,359                   21,144               9,785            86.1 %
  Depreciation and amortization                                                            16,051                   17,285               1,234             7.7 %
  Restructuring recoveries                                                                 (1,296 )                   (220 )             1,076            83.0 %

                                                                                           85,019                117,590                32,571            38.3 %


Income from operations                                                                     26,674                   47,411              20,737            77.7 %
Other (expense) income:
                                                                                                                                                               )
   Interest expense                                                                        (3,119 )                 (2,498 )                 621         (19.9 %
   Interest income                                                                          1,299                    1,629                   330          25.4 %

Income before income taxes and minority interest                                           24,854                   46,542              21,688            87.3 %
Provision for income taxes                                                                    836                    1,166                 330            39.5 %

Income before minority interest                                                            24,018                   45,376              21,358            88.9 %
Minority interest                                                                              10                       —                  (10 )         100.0 %

Net income                                                                                 24,028                   45,376              21,348            88.9 %
Dividends on and accretion of preferred stock                                              (9,583 )                 (9,737 )              (154 )           1.6 %

Net income attributable to common stockholders                                  $          14,445      $            35,639     $        21,194           146.7 %

Net income attributable to common stockholders per common share:
         Basic                                                                  $             3.09     $               6.33

          Diluted                                                               $             0.31     $               0.57

Weighted average common shares outstanding:
         Basic                                                                               4,680                    5,632

          Diluted                                                                          76,520                   80,237


                                                                          40
     Revenue

    Total revenue. Total revenue increased $53.3 million due to increases in addressing, interoperability and infrastructure transactions.
Revenue from increased transactions was partially offset by annual volume credits under our contracts with North American Portability
Management, LLC, based on our exceeding pre-established annual transaction volume thresholds under those contracts. The impact of this
volume credit was $11.9 million in 2004, which was recognized in the fourth quarter and reduced fourth quarter revenue.

      Addressing. Addressing revenue increased $7.9 million due primarily to the growth in the number of wireless customers, the increase in
new communications services being offered by our customers and the continued expansion of carrier networks. In particular, revenue from
pooling transactions increased $7.7 million, primarily as service providers built inventories of telephone numbers in multiple area codes and
rate centers to be able to offer them to VoIP users. Carrier consolidation also required the use of our pooling service to reallocate pooled blocks
of telephone numbers to consolidated networks. In addition, Common Short Codes revenue increased $2.4 million, reflecting a full year of this
service, which commenced in October 2003. These increases were offset by a reduction of $2.5 million in our administration fees under our
contract to serve as the North American Numbering Plan Administrator reflecting the revised lower pricing under the new contract awarded to
us in January 2004.

     Interoperability. Interoperability revenue increased $18.2 million due to an increase in wireless competition, carrier consolidation and
our expanding service offerings, such as order management services for wireless data. Specifically, revenue from number portability increased
$9.6 million and revenue from our order management services, which we initiated in the third quarter of 2003, increased $8.6 million.

     Infrastructure and other. Infrastructure and other revenue increased $27.2 million due to an increase in the demand for our network
management services. Revenue of $30.1 million was attributable to customers making a large number of changes to their networks that
required actions such as disconnects and modifications to network elements. We believe these changes were driven largely by the
implementation of new technologies by our customers, such as wireless technology upgrades and network optimization after carrier
consolidation. This increase was offset by a $3.8 million decrease in connections fees and other revenue.

     Expense

      Cost of revenue. Cost of revenue increased $11.4 million due to growth in personnel and employee related expenses and contractor
costs to support higher transaction volumes. In particular, personnel and employee related expenses increased by $3.9 million to support our
customer deployment and information technology and systems groups along with increased contractor costs of $5.2 million for the conversion
of acquired software platforms to the clearinghouse. Additionally, cost of revenue increased by $2.1 million due to royalty expenses primarily
related to Common Short Code services and revenue share cost associated with our Internet domain name registry gateway services. Cost of
revenue as a percentage of revenue decreased to 29.9% in the year ended December 31, 2004, as compared to 33.9% for the year ended
December 31, 2003. This decrease in cost of revenue as a percentage of revenue is attributable to operating efficiencies in our clearinghouse
operations, which allowed us to increase the number of transactions we processed without proportional increases in personnel costs.

     Sales and marketing. Sales and marketing expense increased $8.4 million due to growth in personnel and employee related expenses to
focus on branding and product launches. In particular, personnel and employee related expenses increased $6.7 million as we expanded our
sales and marketing team. In addition, external costs related to branding and product launch accounted for $0.9 million of the increase. Sales
and marketing expense as a percentage of revenue increased to 13.8% in the year ended December 31, 2004, as compared to 12.9% for the year
ended December 31, 2003.

                                                                        41
      Research and development. Research and development expense increased $0.7 million due to an increase in personnel and employee
related expenses. Research and development expense as a percentage of revenue decreased to 4.5% in the year ended December 31, 2004, as
compared to 6.0% for the year ended December 31, 2003.

     General and administrative. General and administrative expense increased $9.8 million primarily due to costs incurred to support
business growth and in preparation for becoming a public company. These costs include executive additions, systems and process controls and
professional fees. General and administrative personnel cost increased $4.6 million, attributable in part to stock-based compensation of
$2.1 million. Professional fees and other legal expenses increased $3.4 million. General and administrative expense as a percentage of revenue
increased to 12.8% in the year ended December 31, 2004, as compared to 10.2% for the year ended December 31, 2003.

     Depreciation and amortization. Depreciation and amortization expense increased $1.2 million due to an increase in capital assets to
support increased transaction volume. Depreciation and amortization expense as a percentage of revenue decreased to 10.5% for the year ended
December 31, 2004, as compared to 14.4% for the year ended December 31, 2003. This decrease in depreciation and amortization expense as a
percentage of revenue reflects improvement in asset utilization.

     Restructuring recoveries. In 2002, we disposed of property and equipment from operations and recorded a restructuring liability that
included penalties for the cancellation of facility leases resulting in a charge of $7.3 million. In 2004, $0.2 million of these charges were
recovered as a result of updates to the assumptions used in the establishment of the restructuring accrual in 2003.

     Interest expense. Interest expense decreased $0.6 million as a result of lower interest charges on outstanding notes as principal was
reduced, as well as decreased capital leases. Interest expense as a percentage of revenue decreased to 1.5% in the year ended December 31,
2004, as compared to 2.8% for the year ended December 31, 2003.

     Interest income. Interest income increased $0.3 million due to higher average cash balances in 2004 compared to 2003. Interest income
as a percentage of revenue decreased to 1.0% in the year ended December 31, 2004, as compared to 1.2% for the year ended December 31,
2003.

      Provision for income taxes. We recorded a provision for income taxes of $1.2 million for the year ended December 31, 2004 as
compared to a provision for income taxes of $0.8 million for the year ended December 31, 2003. As of June 30, 2004, we had generated
operating profits for six consecutive quarters. As a result of this earnings trend, we determined that it was more likely than not that we would
realize our deferred tax assets and reversed approximately $20.2 million of our deferred tax asset valuation allowance. The reversal resulted in
the recognition of an income tax benefit of $16.9 million and a reduction of goodwill of $3.3 million. The benefit was offset by current income
tax expense of $8 million and deferred income taxes of $10.7 million, resulting in a net income tax expense of $1.2 million.

    As a result of the reversal, we began recording a provision for income taxes beginning in the quarters ended September 30 and
December 31, 2004. Additionally, in 2005, we expect to record a provision for income taxes based on the appropriate effective tax rate.

                                                                       42
     Year Ended December 31, 2002 Compared to the Year Ended December 31, 2003

     The following table presents an overview of our results of operations for the years ended December 31, 2002 and 2003. The share and per
share data in the following table reflect the 1.4-for-1 stock split to be effected as part of the Recapitalization, but do not reflect the other aspects
of the Recapitalization.

                                                                                     2002                     2003                       2002 vs. 2003

                                                                                      $                         $                  $ Change              % Change

                                                                                                     (in thousands, except per share data)


Revenue:
  Addressing                                                                   $          32,333       $            42,905     $         10,572              32.7 %
                                                                                                                                                                  )
   Interoperability                                                                       20,303                    16,003               (4,300 )           (21.2 %
   Infrastructure and other                                                               38,336                    52,785               14,449              37.7 %

Total revenue                                                                             90,972                111,693                  20,721              22.8 %

Operating expense:
  Cost of revenue (excludes depreciation and amortization shown
  separately below)                                                                       36,677                    37,846                   1,169            3.2 %
  Sales and marketing                                                                     13,855                    14,381                     526            3.8 %
  Research and development                                                                 6,256                     6,678                     422            6.7 %
                                                                                                                                                                  )
   General and administrative                                                             13,366                    11,359               (2,007 )           (15.0 %
                                                                                                                                                                  )
   Depreciation and amortization                                                          27,020                    16,051              (10,969 )           (40.6 %
                                                                                                                                                                  )
   Restructuring charges (recoveries)                                                       7,332                   (1,296 )             (8,628 )          (117.7 %
                                                                                                                                                                  )
   Asset impairment charge                                                                13,190                        —               (13,190 )          (100.0 %

                                                                                                                                                                  )
                                                                                       117,696                      85,019              (32,677 )           (27.8 %


(Loss) income from operations                                                          (26,724 )                    26,674               53,398             199.8 %
Other (expense) income:
                                                                                                                                                                  )
   Interest expense                                                                       (6,260 )                  (3,119 )                 3,141          (50.2 %
                                                                                                                                                                  )
   Interest income                                                                          1,876                    1,299                   (577 )         (30.8 %

(Loss) income before income taxes and minority interest                                (31,108 ) $                  24,854               55,962             179.9 %
Provision for income taxes                                                                  —                          836                 (836 )             100 %

(Loss) income before minority interest                                                 (31,108 )                    24,018               55,126             177.2 %
Minority interest                                                                        1,908                          10               (1,898 )            99.5 %

Net (loss) income                                                                      (29,200 )                    24,028               53,228             182.3 %
Dividends on and accretion of preferred stock                                           (9,102 )                    (9,583 )               (481 )             5.3 %

Net (loss) income attributable to common stockholders                          $       (38,302 ) $                  14,445     $         52,747             137.7 %

Net (loss) income attributable to common stockholders per common
share:
           Basic                                                               $            (9.04 ) $                 3.09
         Diluted                           $   (9.04 ) $     0.31

Weighted average shares outstanding
         Basic                                 4,236        4,680

         Diluted                               4,236       76,520


                                      43
     Revenue

     Total revenue. Total revenue increased $20.7 million due to increases in our addressing and infrastructure transactions. Revenue from
increased addressing and infrastructure transactions was offset by the impact of a price reduction of $16.0 million associated with the
renegotiation of our contracts with the North American Portability Management, LLC and an annual volume credit of $6.0 million.

     Addressing. Addressing revenue increased $10.6 million due in large part to growth in the number of wireless customers, resulting in
an increase in revenue from pooling transactions of $6.1 million, as telecommunication service providers expanded their inventory of telephone
numbers in multiple area codes and rate centers in anticipation of wireless number portability. In addition, domain name revenue increased
$4.3 million due to increased domain name registrations.

     Interoperability. Interoperability revenue decreased $4.3 million due primarily to a $6.5 million decrease in revenue from our number
portability service. This decrease is attributable to a decline in transaction volumes from wireline competition, and the impact of price
decreases resulting from the renegotiation of our contracts with North American Portability Management, LLC. The expansion of our order
management services generated revenue of $2.4 million, which offset the decrease in number portability revenue.

     Infrastructure and other. Infrastructure and other revenue increased $14.4 million due primarily to an increase in the demand for our
network management services. Of this amount, $17.9 million was attributable to telecommunications service providers implementing changes
within their networks that required actions such as disconnects and modifications to their network elements. We believe these changes were
driven by trends in the industry, including the implementation of new technologies by our customers, such as wireless technology, and the
optimization of their networks, including changes implemented after carrier consolidation. This increase was offset by a $3.4 million decrease
in connections fees and revenue from system enhancements.

     Expense

     Cost of revenue. Cost of revenue increased $1.2 million due to growth in contractor costs to support higher transaction volumes. Our
contractor costs increased by $1.2 million in 2003, which was offset by a $2.3 million decrease in personnel costs. In 2003, cost of revenue
increased when compared to 2002 because cost of revenue in 2002 was reduced by a $2.2 million credit related to a contract loss reserve, which
did not impact our cost of revenue in 2003. Cost of revenue as a percentage of revenue decreased to 33.9% in the year ended December 31,
2003, as compared to 40.3% for the year ended December 31, 2002. This decrease in cost of revenue as a percentage of revenue is attributable
to operating efficiencies in our clearinghouse operations, which allowed us to increase the number of transactions we processed without
proportional increases in personnel costs.

     Sales and marketing. Sales and marketing expense increased $0.5 million due to increases in personnel expense and professional fees,
offset by reductions in advertising expense. As a result of the BizTelOne and Nightfire acquisitions, in 2003, personnel and related expense
increased $2.2 million and professional fees to consultants increased $1.1 million. These increases were offset by a $2.8 million reduction in
spending on advertising related to our Internet domain name services. Sales and marketing expense as a percentage of revenue was 12.9% in
the year ended December 31, 2003, as compared to 15.2% for the year ended December 31, 2002, due to a reduction in the rate of spending on
advertising.

     Research and development. Research and development expense increased $0.4 million due to our focus on the development of new
services. Research and development expense as a percentage of

                                                                      44
revenue decreased to 6.0% in the year ended December 31, 2003, as compared to 6.9% for the year ended December 31, 2002.

     General and administrative. General and administrative expense decreased $2.0 million due to reduced personnel and professional
services expenses. General and administrative expense as a percentage of revenue was 10.2% in the year ended December 31, 2003, as
compared to 14.7% for the year ended December 31, 2002.

     Depreciation and amortization. Depreciation and amortization decreased $11.0 million due to the write-down of certain long-lived
assets pursuant to FASB 144 in 2002, which resulted in the elimination of the depreciation of those assets. Depreciation and amortization
expense as a percentage of revenue decreased to 14.4% for the year ended December 31, 2003, as compared to 29.7% for the year ended
December 31, 2002. This decrease is attributable to the impact of the write-down of these long-lived assets as referenced above.

      Restructuring charges (recoveries). In 2002, we disposed of property and equipment from operations and recorded a restructuring
liability that included penalties for the cancellation of facility leases resulting in a charge of $7.3 million. In 2003, $1.3 million of these charges
were recovered as a result of updates to the assumptions used in the establishment of the prior year's restructuring accrual. Restructuring
charges (recovery) as a percentage of revenue was 1.2% in the year ended December 31, 2003, as compared to an expense of 8.1% in 2002.

      Interest expense. Interest expense decreased $3.1 million as a result of lower interest charges on notes as principal was reduced, as well
as decreased capital leases. Interest expense as a percentage of revenue was 2.8% in the year ended December 31, 2003, as compared to 6.9%
for the year ended December 31, 2002.

     Interest income. Interest income decreased $0.6 million due to a lower outstanding balance on our securitized notes receivable in 2003
compared to 2002. Interest income as a percentage of revenue was 1.2% in the year ended December 31, 2003, as compared to 2.1% for the
year ended December 31, 2002.

      Provision for income taxes. The provision for income taxes was $0.8 million for the year ended December 31, 2003 compared to zero
for the year ended December 31, 2002. For the year ended December 31, 2003, net operating loss carry forwards significantly reduced income
tax expense. For the year ended December 31, 2002, the Company did not have taxable income.

     Unaudited Quarterly Results of Operations

     The following tables set forth our consolidated statements of operations data for the nine quarters ended March 31, 2005, as well as this
data expressed as a percentage of our total revenue represented by each item. We believe this information has been prepared on the same basis
as the audited consolidated financial statements appearing elsewhere in this prospectus and believe that all necessary adjustments, consisting
only of normal recurring adjustments, have been included in the amounts stated below and present fairly the results of such periods when read
in conjunction with the audited consolidated financial statements and notes thereto.

     Revenue for the quarters ended December 31, 2003 and 2004 reflects contractual pricing discounts based on pre-established annual
aggregate transaction volume targets under our contracts with North American Portability Management, LLC, which had a $11.9 million
impact and $6.0 million impact respectively. These volume-based discounts are likely to be incurred in the fourth quarter of future years upon
the attainment of the annual thresholds in those years. The per share data in the following table reflect the 1.4-for-1 stock split to take place as
part of the Recapitalization. Other aspects of the Recapitalization are not reflected.

                                                                          45
                                                                            2003                                                                         2004                                               2005

                                                    Mar. 31        Jun. 30         Sep. 30             Dec. 31            Mar. 31              Jun. 30               Sep. 30            Dec. 31            Mar. 31

                                                                                                   (in thousands, except per share data)


Revenue
Addressing                                      $       9,697 $       10,438 $         11,152 $              11,618 $            11,960 $             11,846 $            14,176 $          12,810 $          19,721
Interoperability                                        3,697          3,973            4,610                 3,723               7,607                8,482               9,314             8,825            13,087
Infrastructure and other                               12,477         11,899           12,256                16,153              19,147               19,282              21,739            19,813            24,984

Total revenue                                          25,871         26,310           28,018                31,494              38,714               39,610              45,229            41,448            57,792

Operating expense:
   Cost of revenue (excludes depreciation and
   amortization shown separately below)                 9,083          9,142            9,264                10,357              10,470               12,066              12,874            13,851            13,263
   Sales and marketing                                  2,966          3,241            3,953                 4,221               4,146                4,836               6,050             7,711             7,018
   Research and development                             1,118          1,686            1,708                 2,166               1,731                1,740               1,938             1,968             2,570
   General and administrative                           2,646          2,668            2,602                 3,443               3,393                5,078               5,310             7,363             7,590
   Depreciation and amortization                        3,527          3,650            3,705                 5,169               4,920                4,304               4,263             3,798             3,582
   Restructuring charges (recoveries)                      —             254           (2,436 )                 886                  —                    —                   —               (220 )            (706 )

                                                       19,340         20,641           18,796                26,242              24,660               28,024              30,435            34,471            33,317

Income from operations                                  6,531          5,669               9,222              5,252              14,054               11,586              14,794             6,977            24,475

Other (expense) income:
   Interest expense                                    (1,265 )         (678 )              (675 )             (501 )              (747 )               (599 )             (527 )             (625 )            (626 )
   Interest income                                        341            284                 390                284                 326                  394                380                529               475

Income before income taxes and minority
interest                                                5,607          5,275               8,937              5,035              13,633               11,381              14,647             6,881            24,324
Provision for (benefit from) income taxes                 191            180                 327                138                 100               (7,287 )             5,683             2,670             9,693

Income before minority interest                         5,416          5,095               8,610              4,897              13,533               18,668               8,964             4,211            14,631
Minority interest                                          39             63                 (15 )              (77 )                —                    —                   —                 —                 —

Net income                                              5,455          5,158            8,595                 4,820              13,533               18,668               8,964             4,211            14,631
Dividends on and accretion of preferred stock          (2,313 )       (2,371 )         (2,432 )              (2,467 )            (2,477 )             (2,513 )            (2,578 )          (2,169 )          (2,143 )

Net income attributable to common
stockholders                                    $       3,142 $        2,787 $             6,163 $            2,353 $            11,056 $             16,155 $             6,386 $           2,042 $          12,488

Net income attributable to common
stockholders per common share
    Basic                                       $        0.71 $         0.62 $              1.34 $               0.46 $            2.06 $               2.94 $              1.10 $            0.35 $            2.08

    Diluted                                     $        0.07 $         0.06 $              0.11 $               0.06 $            0.17 $               0.23 $              0.11 $            0.06 $            0.19

                                                                                                                   Percentage of Total Revenue

                                                                                           2003                                                                    2004                                      2005

                                                                  Mar. 31        Jun. 30           Sep. 30         Dec. 31          Mar. 31             Jun. 30            Sep. 30          Dec. 31         Mar. 31

Revenue                                                              100.0 %        100.0 %           100.0 %           100.0 %             100.0 %            100.0 %         100.0 %         100.0 %             100 %
Operating expense:
   Cost of revenue (excludes depreciation and amortization)           35.1           34.7              33.1               32.9               27.0                30.5           28.5              33.4          23.0
   Sales and marketing                                                11.5           12.3              14.1               13.4               10.7                12.2           13.4              18.6          12.1
   Research and development                                            4.3            6.4               6.1                6.9                4.5                 4.4            4.3               4.7           4.4
   General and administrative                                         10.3           10.2               9.3               10.9                8.8                12.7           11.7              17.8          13.1
   Depreciation and amortization                                      13.6           13.9              13.2               16.4               12.7                10.9            9.4               9.2           6.2
   Restructuring charges (recoveries)                                  —              1.0              (8.7 )              2.8                —                   —              —                (0.5 )        (1.2 )

                                                                      74.8           78.5              67.1               83.3               63.7                70.7           67.3              83.2          57.6

Income from operations                                                25.2           21.5              32.9               16.7               36.3                29.3           32.7              16.8          42.4
Other (expense) income:
    Interest expense                                                  (4.9 )          (2.6 )            (2.4 )            (1.6 )             (1.9 )              (1.5 )            (1.2 )         (1.5 )           (1.1 )
    Interest income                                                    1.3             1.1               1.4               0.9                0.9                 1.0               0.8            1.3              0.8

Income before income taxes and minority interest                      21.6           20.0              31.9               16.0               35.3               28.8            32.3              16.6          42.1
Provision for (benefit from) income taxes                              0.7            0.7               1.2                0.5                0.3              (18.3 )          12.5               6.4          16.8

Income before minority interest                                       20.9           19.3              30.7               15.5               35.0                47.1           19.8              10.2          25.3
Minority interest                                                      0.2            0.3              (0.1 )             (0.2 )              —                   —              —                 —             —
Net income                                       21.1     19.6          30.6     15.3     35.0     47.1     19.8     10.2     25.3
Dividends on and accretion of preferred stock    (9.0 )   (9.0 )        (8.6 )   (7.8 )   (6.4 )   (6.3 )   (5.7 )   (5.3 )   (3.7 )

Net income attributable to common stockholders   12.1 %   10.6 %        22.0 %    7.5 %   28.6 %   40.8 %   14.1 %    4.9 %   21.6 %



                                                                   46
Liquidity and Capital Resources

     Our principal source of liquidity has been cash provided by operations. Our principal uses of cash have been to fund facility expansions,
capital expenditures, acquisitions, working capital, dividend payouts on preferred stock, and debt service requirements. We anticipate that our
principal uses of cash in the future will be facility expansion, capital expenditures, acquisitions and working capital.

     Total cash and cash equivalents and short-term investments were $75.6 million at March 31, 2005, compared to $52.6 million at
March 31, 2004. As of March 31, 2005, we had $12.8 million available under the revolving loan commitment of our bank credit facility,
subject to the terms and conditions of that facility.

    We believe that our existing cash and cash equivalents, short-term investments and cash from operations will be sufficient to fund our
operations for the next twelve months.

     We expect to pay dividends on preferred shares accrued through the date of this offering as well as offering costs, excluding underwriting
discounts and commissions. Accrued and unpaid dividends were $4.2 million and accrued and unpaid offering costs were $1.0 million,
respectively, as of March 31, 2005.

     Assuming the Recapitalization and this offering are consummated on June 30, 2005, we estimate that we will incur additional offering
costs of approximately $ • million during the three months ended June 30, 2005 and accrued and unpaid dividends on our preferred shares
will be approximately $6.3 million. The effect of this dividend payment and the payment of $ • million in offering costs will reduce our net
tangible book value by approximately $ • million.

Discussion of Cash Flows

     Cash flows from operations

     Net cash provided by operating activities for the three months ended March 31, 2005 was $18.7 million compared to $9.7 million for the
three months ended March 31, 2004. This $9.0 million increase in net cash provided by operating activities was principally the result of
increased transactions across all of our service offerings.

     Net cash provided by operating activities for the year ended December 31, 2004 was $64.7 million compared to $72.9 million for the year
ended December 31, 2003. This $8.2 million decrease in net cash provided by operating activities was principally the result of the application
of $17.3 million of customer credits that were issued in 2003 in accordance with the renegotiation of our contracts with North American
Portability Management, LLC and applied against 2004 billings.

     Cash flows from investing

     Net cash used in investing activities was $12.9 million for the three months ended March 31, 2005 compared to $2.0 million for the three
months ended March 31, 2004. This $10.9 million increase in net cash used in investing activities was principally due to the increase in
purchases of short-term investments of $7.5 million, the purchase of a business for $2.2 million and the increase in purchases of property and
equipment of $1.2 million.

     Net cash used in investing activities was $54.4 million for the year ended December 31, 2004 compared to $14.4 million for the year
ended December 31, 2003. This $40.0 million increase in net cash used in investing activities was principally due to the increase in purchases
of short-term investments of $43.0 million and the increase in purchases of property and equipment of $5.1 million.

                                                                       47
     Cash flows from financing

     Net cash used in financing activities was $1.5 million for the three months ended March 31, 2005 compared to $18.9 million for the three
months ended March 31, 2004. This $17.4 million decrease in net cash used in financing activities was principally the result of required letters
of credit relating to our December 2003 contract amendment with North American Portability Management, LLC, and the repayment of notes
payable and capital leases of $2.0 million in 2004.

    Net cash used in financing activities was $51.5 million for the year ended December 31, 2004 compared to $14.0 million for the year
ended December 31, 2003. This $37.5 million increase in net cash used in financing activities was principally the result of the payment of
accumulated preferred stock dividends.

Contractual Obligations

     Our principal commitments consist of obligations under leases for office space, computer equipment and furniture and fixtures. The
following table summarizes our long-term contractual obligations as of December 31, 2004.


                                                             Payments Due by Period

                                                                                    Less than                                               More than
                                                                   Total             1 year             1-3 years           4-5 years        5 years

                                                                                                   (in thousands)


Capital lease obligations                                     $      13,085     $          5,812    $         7,273     $          —    $             —
Operating lease obligations                                          20,546                4,007              6,950             6,774              2,815
Long-term debt                                                        5,994                4,636              1,358                —                  —
Accumulated dividend payment obligation on preferred
stock                                                                 2,095                2,095                    —               —                   —

Total                                                         $      41,720     $        16,550     $       15,581      $       6,774   $          2,815

Debt and Credit Facilities

      We have a revolving credit facility, which provides us with up to $15 million in available credit. Borrowings under the revolving credit
facility may be either base rate loans or Eurodollar rate loans. There were no outstanding borrowings under this facility at December 31, 2004;
however, total available borrowings were reduced by outstanding letters of credit of $1.8 million at December 31, 2004. Base rate loans bear
interest at a fluctuating rate per annum equal to the higher of the federal funds rate plus 0.5% or the lender's prime rate. Eurodollar rate loans
bear interest at the Eurodollar rate plus the applicable margin. The average interest rate on this facility was 5.44%, 4.12% and 4.27% for the
years ended December 31, 2002, 2003 and 2004, respectively. Our obligations under the revolving credit facility are secured by all of our assets
(other than the assets of NeuLevel, Inc., our subsidiary, and the receivables securing our obligations under our receivables facility) and our
interest in NeuLevel.

     Under the terms of the revolving credit facility, we must comply with certain financial covenants, such as maintaining minimum levels of
consolidated net worth, quarterly consolidated EBITDA and liquid assets and not exceeding certain levels of capital expenditures and leverage
ratios. Additionally, there are negative covenants that limit our ability to declare or pay dividends, acquire additional indebtedness, incur liens,
dispose of significant assets, make acquisitions or significantly change the nature of our business without the permission of the lender.

     We also have a receivables facility under which we borrowed $10.1 million, secured by, and payable from the proceeds of, certain
receivables. An independent third party administers the collections of

                                                                           48
these receivables. As the receivables are collected, the third party pays the bank directly for all secured amounts on a monthly basis, thereby
reducing the amounts outstanding under the facility. Minimum payments of $1 million against principal have been due every six months since
January 2004, and all amounts outstanding are due February 1, 2007. We have guaranteed a portion of the receivables facility (less than 10% of
the outstanding principal balance) but are otherwise not liable for the collection of amounts owed under the secured receivables. The
receivables facility bears interest at the reserve adjusted one month LIBOR rate plus 2%.

Effect of Inflation

     Inflation generally affects us by increasing our cost of labor and equipment. We do not believe that inflation has had any material effect on
our results of operations during the twelve months ended December 31, 2003 and 2004.

Quantitative and Qualitative Disclosures About Market Risk

     The primary objective of our investment activities is to preserve our capital for the purpose of funding operations, while at the same time
maximizing the income we receive from our investments without significantly increasing risk. To achieve these objectives, our investment
policy allows us to maintain a portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper,
money market funds and corporate debt securities. Our cash and cash equivalents at December 31, 2004 included liquid money market
accounts.

Recent Accounting Pronouncements

      In May 2003, the Financial Accounting Standards Board, or FASB, issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity (SFAS No. 150). SFAS No. 150 requires that an issuer classify certain financial instruments
as a liability because they embody an obligation of the issuer. The remaining provisions of SFAS No. 150 revise the definition of a liability to
encompass certain obligations that a reporting entity can or must settle by issuing its own equity shares, depending on the nature of the
relationship established between the holder and the issuer. The provisions of this statement require that any financial instruments that are
mandatorily redeemable on a fixed or determinable date or upon an event certain to occur be classified as liabilities. Our convertible preferred
stock may be converted into common stock at the option of the stockholder, and therefore, it is not classified as a liability under the provisions
of SFAS No. 150.

     On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which is a
revision of SFAS No. 123. SFAS 123(R) supersedes APB No. 25, and amends SFAS No. 95, Statement of Cash Flows . Generally the approach
in SFAS 123(R) is similar to the approach described in SFAS No. 123. However, SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro forma
disclosure is no longer an alternative upon adopting SFAS 123(R). In April 2005, the Securities and Exchange Commission amended the
compliance dates for SFAS 123(R) from fiscal periods beginning after June 15, 2005 to fiscal years beginning after June 15, 2005. We will
continue to account for share-based compensation using the intrinsic value method set forth in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), until adoption of SFAS 123(R) on January 1, 2006.

     SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

     •
            A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the
            requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of
            SFAS 123(R) for all

                                                                        49
        awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date.

    •
           A "prospective" method which includes the requirements of the modified prospective method described above, but also permits
           entities to restate based on the amounts previously recognized under SFAS 123(R) for purposes of pro forma disclosures either (a)
           all prior periods presented or (b) prior interim periods of the year of adoption.

    We plan to adopt SFAS 123(R) using the modified prospective method on January 1, 2006.

Off-Balance Sheet Arrangements

    We had no off-balance sheet arrangements as of March 31, 2005.

                                                                     50
                                                                   BUSINESS

Overview

      We provide the North American communications industry with essential clearinghouse services. Simply stated, our customers use the
databases we contractually maintain in our clearinghouse to obtain data required to successfully route calls in North America, to exchange
information with other communications service providers, and to manage technological changes in their own networks. We operate the
authoritative directories that manage virtually all telephone area codes and numbers, and enable the dynamic routing of calls among thousands
of competing communications service providers, or CSPs, in the United States and Canada. All communications service providers that offer
telecommunications services to the public at large, or telecommunications service providers, such as Verizon Communications Inc., Sprint
Corporation, AT&T Corp. and Cingular Wireless LLC, must access our clearinghouse as one of our customers to properly route virtually all of
their customers' calls. We also provide clearinghouse services to emerging CSPs, including Internet service providers, cable television
operators, and voice over Internet protocol, or VoIP, service providers. In addition, we manage the authoritative directories for the .us and .biz
Internet domains, as well as for Common Short Codes, part of the short messaging service relied upon by the U.S. wireless industry.

     We provide our services from our clearinghouse, which includes unique databases and systems for workflow and transaction processing.
Our customers access our clearinghouse databases through standard connections, which we believe is the most efficient and cost-effective way
for CSPs to exchange operationally essential data in a secure environment that does not favor any particular customer or technology. In
addition, we believe that our clearinghouse positions us well to meet the complex needs of the communications industry going forward. Today,
our services allow our customers to manage competitive turnover of their customers, subscriber growth, technology change, network
optimization, and industry consolidation. Furthermore, we believe our services are essential to the growth of new CSPs and new end-user
services as the industry shifts from conventional circuit-switched communications to Internet protocol, or IP, and third generation wireless
technology.

     We were founded to meet the technical and operational challenges of the communications industry when the U.S. government mandated
local number portability in 1996. While we remain the provider of the authoritative solution that the communications industry relies upon to
meet this mandate, we have developed a broad range of innovative services to meet an expanded range of customer needs. We provide the
communications industry in North America with critical technology services that solve the addressing, interoperability and infrastructure needs
of CSPs. These services are now used by CSPs to manage a range of their technical and operating requirements, including:

     •
            Addressing. We enable CSPs to use critical, shared addressing resources, such as telephone numbers, Internet top-level domain
            names, and Common Short Codes.

     •
            Interoperability . We enable CSPs to exchange and share critical operating data so that communications originating on one
            provider's network can be delivered and received on the network of another CSP. We also facilitate order management and work
            flow processing among CSPs.

     •
            Infrastructure . We enable CSPs to more efficiently manage changes in their own networks by centrally managing certain critical
            data they use to route communications over their own networks.

Industry Background

     Changes in the structure of the communications industry over the past two decades have presented increasingly complex technical and
operating challenges. Whereas the Bell Operating System once dominated the U.S. telecommunications industry, there are now thousands of
service providers, all with

                                                                        51
disparate networks. Today these service providers must interconnect their networks and carry each other's traffic to route phone calls, unlike in
the past when a small number of incumbent wireline carriers used established bilateral relationships. In addition, CSPs are delivering a broad
set of new services using a diverse array of technologies. These services, which include voice, data and video, are used in combinations that are
far more complex than the historical, uniform voice services of traditional carriers.

     The increasing complexity of the communications industry has produced operational challenges, as the legacy, in-house network
management and back office systems of traditional carriers were not designed to capture all of the information necessary for provisioning,
authorizing, routing and billing these new services. In particular, it has become significantly more difficult for service providers to:

      •
             Locate end-users. Identify the appropriate destination for a given communication among multiple networks and unique addresses,
             such as wireline and wireless phone numbers as well as IP and e-mail addresses;

      •
             Establish identity. Authenticate that the users of the communications networks are who they represent themselves to be and that
             they are authorized to use the services being provided;

      •
             Connect. Route the communication across disparate networks;

      •
             Provide services. Authorize and account for the exchange of communications traffic across multiple networks; and

      •
             Process transactions. Capture, process, and clear accounting records for billing and generate settlement data for inter-provider
             compensation.

Benefits of Our Clearinghouse

      Our clearinghouse databases and capabilities provide substantial advantages in meeting the challenges facing the communications industry
for both traditional voice and IP networks. First, our clearinghouse databases and capabilities ensure fair, equal and secure access by competing
CSPs to essential shared resources such as telephone numbers and domain names. This sharing of data is critical for locating end-users and
establishing their identity. Second, our clearinghouse databases and capabilities serve as an authoritative directory that virtually all CSPs access
to ensure proper routing of voice, advanced data applications and IP-based communications regardless of originating or terminating
technologies. Third, CSPs access our clearinghouse through standard connections. Our clearinghouse also enables connections to authoritative
operating data among CSPs and providers of other service elements, including content, entertainment and financial transactions. As a result, it
facilitates advanced services, such as multi-media content services. Finally, our services facilitate the management of networks and services,
including the deployment of new technologies and protocols, the balancing of communications traffic across a CSP's internal networks, and
network consolidation.

      To ensure our role as a provider of essential services to the North American communications industry, we designed our clearinghouse to
be:

      •
             Reliable . Our clearinghouse services depend on complex technology that is designed to deliver reliability consistent with
             telecommunications industry standards. Under our contracts, we have committed to our customers to deliver high quality services
             across numerous measured and audited service levels, such as system availability, response times for help desk inquiries and
             billing accuracy, consistent with telecommunications industry standards.

      •
             Scalable . Our clearinghouse has processed transaction volumes that have increased at an 82.5% compound annual growth rate
             since 2002. The modular design of our clearinghouse enables capacity expansion without service interruption, and with
             incremental investment that provides significant economies of scale.

                                                                        52
     •
            Neutral. We provide our services in a competitively neutral way to ensure that no one telecommunications service provider,
            telecommunications industry segment or technology or group of telecommunications customers is favored over any other.
            Moreover, we have committed not to be a telecommunications service provider in competition with our customers. In fact, we are
            formally designated by the FCC as neutral.

     •
            Trusted . The data we collect are important and proprietary. Accordingly, we have appropriate procedures and systems to protect
            the privacy and security of customer data, restrict access to the system and generally protect the integrity of our clearinghouse. Our
            performance with respect to neutrality, privacy and security is independently audited regularly.



Demand Drivers for Our Clearinghouse Services

     A number of trends in the communications industry are driving growth in the demand for our clearinghouse services. These trends
include:

     Emergence of IP services. VoIP service providers are rapidly expanding their operations. The total number of U.S. VoIP customers is
expected to grow from 1.1 million in 2004 to 17.7 million in 2007, representing a compound annual growth rate of 155.4%, according to
International Data Corporation. The need of VoIP service providers to have access to an inventory of telephone numbers is driving demand for
our addressing services. As VoIP networks grow, we believe VoIP service providers will manage their network architecture using infrastructure
services to change routing and optimize traffic flow. Additionally, interoperability services are needed to route traffic between traditional voice
networks and new IP networks, further driving the use of our clearinghouse services. Lastly, the deployment of third generation wireless
networks is driving a growing number of IP-based mobile services, including multi-media messaging, gaming and premium content. These
advanced mobile services, in turn, are increasing demand for all of our clearinghouse services.

     Dynamic growth in wireless. The use of wireless services continues to grow. Not only are more people using wireless phones, but there
are entirely new kinds of wireless service providers entering the market, such as mobile virtual network operators. Demand for advanced
services, such as third generation wireless technology, is projected to grow at a compound annual rate of 37% from 67 million users in 2004 to
174 million in 2007, according to International Data Corporation. Change in the wireless industry drives increased demand for clearinghouse
services. For example, wireless service providers must stock an inventory of telephone numbers, which drives demand for our addressing
services. As people take advantage of wireless number portability to switch between competing service providers, demand for our
interoperability services increases. Additionally, as wireless service providers upgrade their networks and technology to enable high-speed
service, they increasingly rely on our infrastructure services.

      Consolidations in the industry, such as Cingular-AT&T Wireless and SBC-AT&T. Consolidation is resulting in significant demand for
clearinghouse services. As large, traditional CSPs integrate disparate systems after mergers, they face two critical challenges. First,
consolidating CSPs update network addressing information to associate end-users with the consolidated network. This update requires them to
employ our addressing and interoperability services. Second, consolidating CSPs optimize their consolidated networks by changing the routing
of traffic among their switches. CSPs use our interoperability and infrastructure services to accomplish this change. These services are
generally provided on an ongoing basis because the process of fully integrating disparate networks can take many years.

     Pressure on carriers to reduce costs. Competition has placed significant pressure on CSPs to reduce costs. At the same time, the
complexity of back office operations has increased as CSPs work to manage the proliferation of new technologies and new, complex end-user
services provided across a

                                                                        53
large number of independent networks. Clearinghouse services assist CSPs in equipping their back office systems to manage the added
complexity of sharing essential data with other CSPs in this environment. As a result, CSPs can reduce their capital investments and operating
expenses. For example, we provide order management services through our clearinghouse to facilitate interoperability among our customers.

Our Strengths

     We believe that we are well positioned to continue to benefit from the ongoing changes in the communications industry that are driving
the need for a trusted, neutral clearinghouse. Our competitive strengths include:

     Authoritative provider of essential services. We are the authoritative provider for many clearinghouse services, including the addressing
and routing functions that are required for the ongoing operation of our customers' networks and real-time delivery of services to their
end-customers. We provide services that our customers either cannot provide for themselves or cannot provide as efficiently or cost-effectively
as we can.

     Proven, adaptable clearinghouse. We believe that our clearinghouse databases and their open accessibility to CSPs are an efficient and
cost-effective means of delivering a broad set of services. We designed our clearinghouse to meet the demanding functional, quality, capacity
and security requirements of the changing communications industry. Additionally, the processes and know-how that we have obtained in
developing this infrastructure are applicable to meeting additional industry requirements. We expect that we can continue to cost-effectively
extend the capability of our clearinghouse to deliver new innovative services.

     High degree of integration with our customers. Because our clearinghouse services are integrated into the network operations and
service delivery functions of virtually all CSPs, we have an unmatched ability to deliver clearinghouse services to the entire communications
industry. We also have the ability to introduce new services to our customers in a cost-effective manner because they already interface with our
clearinghouse. This enables us to shorten service development times, provide attractive pricing and deliver a high level of reliability.

     Strong customer relationships. We believe we have excellent relationships with our customers. We strive to maintain a position of trust
with our customers by delivering high quality and reliable service; neutral application of all operational methods and procedures; open, honest
and timely communications at all levels; and a clear understanding of, and responsiveness to, our customers' business and needs. We actively
participate in, and provide leadership for, industry groups that establish standards and oversee essential industry operations. Our customers
often call upon us to educate them on complex technical matters or to help them resolve technical issues. We believe that the renewal and
extension of many of our contracts reflect high customer satisfaction and strong relations.

     Long-term contracts. We provide most of our services under long-term contracts and, in most cases, there are no other providers of
these services. Under our contracts, we provide number portability services, serve as the North American Numbering Plan Administrator and
National Pooling Administrator, and maintain the authoritative directory for Common Short Codes and the .us and .biz Internet domains. We
were awarded each of these contracts through a competitive process, and have received contract extensions for our contracts for number
portability and our service as the North American Numbering Plan Administrator and National Pooling Administrator, among others.

     Industry leadership and innovation. We have demonstrated our ability to innovate and create new business opportunities. We led the
industry effort to design the architecture that enables local number portability, and we worked with the industry, the FCC and state regulators to
establish standards and

                                                                       54
implement this solution. Through our broad expertise and leadership of industry forums, we have been instrumental in the establishment of
standards and technologies that drive additional demand for clearinghouse services.

     Predictable revenue, profitability and strong cash flows. As the provider of essential services, we enjoy predictable, transaction-based
revenue supported by industry trends. We have been able to introduce new services economically. As a result, we have generated strong
operating cash flows.

Our Strategy

     Our goal is to strengthen our position as the leading provider of clearinghouse services to the communications industry. We intend to serve
our growing market through the following strategies:

     Deliver increasing volumes of our existing services to our customers. We believe that customer demand for existing services will
continue to grow. We will continue to deliver these services in a highly reliable, neutral, and trusted manner. In addition, we will continue to
manage costs and take advantage of the efficiencies our clearinghouse provides. We intend to focus on delivering additional services to those
customers who are not currently purchasing all of our services.

     Extend the value of our clearinghouse to address the needs for IP, wireless and advanced communications services. We believe that
there will be a large and growing demand for clearinghouse services with the growth in IP, wireless and advanced services. We will continue to
innovate and promote the adoption of open industry standards to meet those demands. In addition, building on our clearinghouse, existing
customer connections, and technology expertise, we will continue to develop new services that meet the expanding scope of our customers'
needs. Throughout our history, we have successfully introduced new services, demonstrating the economic advantages to our customers of
extending the use of our clearinghouse.

     Expand our customer base beyond CSPs. We believe IP technology will drive the emergence of complex end-user services that
combine data, entertainment and multi-media services, financial transactions and communications. We believe that clearinghouse services will
be required to manage the interoperability among data and entertainment providers, transaction providers and CSPs. We are currently providing
addressing services to content aggregators for Common Short Codes, and we intend to be a leading provider of clearinghouse services to
providers of these emerging, complex end-user services.

     Expand our customer base internationally. We believe there is growing demand for clearinghouse services outside of North America.
We intend to leverage our established capabilities and operating expertise to add customers around the world. For example, we were recently
selected to develop a number portability solution in Taiwan. We believe similar opportunities for our clearinghouse services exist in other
Asian markets as well as in Europe.

     Expand the scope of our clearinghouse services and customers through acquisitions. We believe there are opportunities to acquire
businesses and technologies that can expand our presence in a customer market segment, or augment our clearinghouse services. For example,
we intend to acquire companies that provide software solutions that can be favorably transitioned to a clearinghouse. In 2003, we acquired
certain assets of NightFire Software, Inc., a developer of software that automates workflow processing for order management of inter-carrier
transactions. Following the acquisition, we adapted NightFire's order processing software from its original model of being sold as a license to
one carrier at a time, to being delivered by our "one-to-many" clearinghouse.

                                                                        55
NeuStar Services

    Addressing

     "Addresses" are a shared resource among CSPs. Each communications device must have a unique address so that communications can be
routed properly to that device. With the development of new technologies, the number and type of addressing resources increase and the advent
of bundled services, such as voice plus text messaging, may require that multiple addresses be identified for what is intended to be a single,
integrated communication to one or more devices used by a single user or a group of users. For communications to reliably reach the intended
users, we believe that the communications industry requires a trusted, authoritative administrator of addressing directories to route
communications. Moreover, we believe that CSPs must have fair access to shared addressing resources, and must be able to access the
administrator's systems to ensure the proper routing of communications. We provide a range of addressing services to meet these needs,
including:

    •
            Telephone Number Administration . As North American Numbering Plan Administrator, we maintain the authoritative database of
            telephone numbering resources for North America. We allocate telephone numbers by geographic location and assign telephone
            numbers to telecommunications service providers. We administer area codes, including area code splits and overlays, and collect
            and forecast telephone number utilization rates by service providers. As the National Pooling Administrator, we also manage the
            administration of inventory and allocation of pooled blocks of unassigned telephone numbers by reassigning 1,000 number blocks
            of assigned but unused telephone numbers to telecommunications service providers requiring additional telephone numbers. We
            provide these services under fixed fee annual and cost-plus contracts with the FCC.

    •
            Telephone Number Pooling . In addition to the administrative functions associated with our role as the National Pooling
            Administrator, we also manage the administration of the allocation of pooled blocks of unassigned telephone numbers through our
            clearinghouse, including the reallocation of pooled blocks of telephone numbers to the consolidated network of consolidating
            carriers following a merger or other business combination. We are paid on a per transaction basis for this service.

    •
            Internet Domain Name Services .


            •
                   .BIZ and .US Domains. We operate the authoritative registries of Internet domain names for the .biz top level domain
                   through our 90% owned subsidiary NeuLevel, Inc. We also operate the authoritative registry for the .us top level domain.
                   All Internet communications routing to a .biz or .us address must query a copy of our directory to ensure that the
                   communication is routed to the appropriate destination. We are paid on a subscription basis for each name in the registries,
                   which together currently contain over two million registered domain names.

            •
                   Registry Gateway Services. Through our NeuLevel subsidiary, we are the exclusive provider of wholesale registration
                   services to domain name retailers for the .cn (China) and .tw (Taiwan) Internet domains for all regions outside of the home
                   countries. We are paid on a subscription basis for each name sold through the gateway.


    •
            Common Short Codes . We operate the authoritative Common Short Code registry on behalf of the leading wireless providers in
            the United States. A Common Short Code is a string of five numbers, which serves as the "address" for text messages that are sent
            from wireless devices to businesses or organizations on a many-to-one basis. Common Short Codes are often used to count votes
            in promotional marketing efforts, such as votes for the Super Bowl MVP by wireless device, to register for contests, and even to
            download applications such as ring tones. We are paid on a subscription basis for each code in the registry.

                                                                      56
    Interoperability

      To provide communications across multiple networks involving multiple service providers, industry participants must exchange essential
operating data. We believe that our clearinghouse is the most efficient, logistically practical and economical means for each CSP to exchange
the large volumes of operating data that are required to deliver communications services between networks. Our services include:

    •
            Wireline and Wireless Number Portability . Our clearinghouse is the master, authoritative directory that allows end-users to change
            their telephone carrier without changing their telephone numbers. In addition, service providers use this service to change the
            network identification associated with their end users' telephone numbers after a merger or consolidation. We have provided

            this service for wireline local number portability since 1997, and in 2003 we expanded our service to provide portability of
            telephone numbers between wireless telecommunications service providers and between wireline and wireless telecommunications
            service providers. We are paid on a per transaction basis for this service.

    •
            Order Management Services . We provide centralized clearinghouse services that permit our customers, through a single interface,
            to exchange essential operating data with multiple CSPs in order to provision services. We are paid on a per transaction basis for
            each order we process. For example:


            •
                   Local Service Request . For a CSP to establish local service to an end-consumer, it must access the wireline facility to that
                   consumer's location. Access is obtained through a local service request made to the CSP that controls the physical line to
                   that consumer. Using our centralized clearinghouse, we have developed a series of services to facilitate this and similar
                   types of order management needs, such as orders for high-capacity trunks and switching services.

            •
                   Customer Account Record Exchange . Our clearinghouse services allow for the exchange of customer account records
                   between competing local service providers and their interexchange carrier trading partners. We are the largest
                   clearinghouse provider for the exchange of customer account records in the communications industry. This record
                   exchange service provides our customers with the information necessary to accurately bill and collect fees for services.


    •
            IP Traffic Exchange . We recently launched a suite of interoperability services, including services that enable the exchange of
            VoIP and streaming media traffic between networks using Session Initiation Protocol technology (a set procedure computers use to
            regulate, transmit and exchange various types of Internet communications), either carrier-to-carrier or content provider-to-carrier.
            These services provide functions that are essential to the deployment of VoIP as well as Session Initiation Protocol-based
            streaming media content services, such as video or music on demand, and real-time multimedia conferencing. For example,
            wireless providers depend on this service to route photographs and other multimedia content between mobile phones. We are paid
            on a per transaction basis for each record exchanged.

    •
            Identity Services eXchange . We recently launched our IP-based identity management clearinghouse services, using the Liberty
            Alliance standards. These services enable carriers and content providers to exchange identity-related transactions, which are
            essential for advanced IP-based services, including e-commerce, content and VoIP. Our Identity services eXchange provides the
            required revenue business model and security support to enable Session Initiation Protocol-based services, such as VoIP and
            instant messaging services, and are synergistic with our IP Traffic Exchange services. We are paid on a per transaction basis for
            each record exchanged.

                                                                      57
     Infrastructure and Other

     Constant changes in the communications service industry require providers to make frequent and extensive changes in their own network
infrastructure. Our infrastructure services are used by CSPs to efficiently reconfigure their networks and systems in response to changes in the
market.

     •
             Network Management. Our customers use our clearinghouse to centrally process changes to essential network elements that are
             used to route telephone calls. We are paid on a per transaction basis for these services. Our network management services are used
             by our customers for a variety of different purposes, such as to replace and upgrade technologies, to balance network traffic and to
             reroute traffic on alternative networks in the event of a service disruption.

     •
             Connection Services . We provide standard connections for those CSPs who connect directly to our clearinghouse. We are paid an
             established fee based on the type of connection. CSPs both send and receive data through these connections.

     •
             Service Order Provisioning . We recently launched service order provisioning services that enable CSPs to manage their internal
             systems through an automated interface to our clearinghouse and other shared industry databases. This service eliminates the need
             for service providers to build and maintain their own internal service order provisioning system. We are paid on a per transaction
             basis for these services.

     •
             Public Safety and Security Services . Increasingly, CSPs are required to produce voluminous records and conduct clandestine
             electronic surveillance for public safety and homeland security. In the emerging IP environment, carrier obligations under
             Communications Assistance for Law Enforcement Act of 1994, or CALEA, are challenging. Our services provide carriers a single
             point of contact for all information and surveillance requests. We believe our services are the most efficient, logistically practical
             and economical way for service providers to manage their obligations under CALEA and other electronic surveillance laws. We
             are paid on a per transaction basis for these services.

Operations

     Sales Force and Marketing

     As of March 31, 2005, our sales and marketing organization consisted of 96 people who work together to proactively deliver advanced
technologies and solutions to serve our customers' needs. Our sales teams work closely with our customers to identify and address their needs,
while our marketing team works closely with our sales teams to deliver comprehensive services, develop a clear and consistent corporate image
and offer a full customer support system.

     We have expert sales and marketing staff who offer knowledge and experience in the management of telephone numbers, number
portability and IP clearinghouse services. We believe we have close relations with our customers and we know their systems and operations.
We have worked closely with our customers to develop solutions such as national pooling, Common Short Codes, number translation services,
and the provisioning of service requests for VoIP providers. Our sales teams strive to increase the services purchased by existing customers and
to expand the range of services we provide to our customers.

     Customer Support

      Our customer support organization operates 24 hours a day, 7 days a week and 365 days a year. They are in charge of implementation of
our service offerings from the point at which a contract is signed until the point at which our services are fully operational. Post-delivery, our
staff works closely with our customers to ensure that our service level agreements are being met. They continually solicit customer feedback
and are in charge of bringing together the proper internal resources to troubleshoot any problems or issues that customers may have.
Performance of the group is measured by customer satisfaction surveys as well by the group's ability to limit service downtime.

                                                                        58
     Operational Capabilities

      We operate state-of-the-art data centers that support our clearinghouse services. Our data centers are custom designed for the processing
and transmission of high volumes of transaction-related, time-sensitive data in a highly secure environment. We are committed to employing
best-of-breed tools and equipment for application development, infrastructure management, operations management, and information security.
These include equipment from IBM, Cisco Systems, Inc., Sun Microsystems, Inc., Hewlett-Packard Company, Dell Inc., and EMC
Corporation, and database systems and software from Oracle Corporation and IBM. In each instance where we use a third-party vendor, we
subscribe to the highest level of service and responsiveness available from those vendors. To protect the integrity of our systems, we utilize
encryption and other security techniques that well exceed industry standards. In addition, we constantly monitor and enforce strict protocols
relating to access to our systems.

     We have configured the major components of our networks in a manner designed to eliminate any single point of failure. All of our data
centers are equipped with uninterruptible power supplies and dedicated backup generators to ensure constant, uninterrupted power availability.
Additionally, our data centers are located in different states and have state-of-the-art fire detection and suppression systems; 24 hours-a-day,
7 days-a-week onsite security personnel; and alarm monitoring of all vital operational parameters. Our data centers are interconnected with
dedicated DS3 high-speed optical connections which are provisioned from two separate service providers and are physically routed on diverse
paths. Each data center is always "live" with real-time mirroring of databases to ensure no interruption of service in the case of an outage at one
data center. Additionally, we provide multiple points of access for our customers. We have multiple DS3 connections from four distinct service
providers for customers accessing our data center via the Internet. The reliability of our clearinghouse is enhanced significantly by these
physical and logistical redundancies.

     Because our original mandate was to create a clearinghouse for use by telecommunications carriers, our network has been designed to
meet carrier-grade performance standards since our inception. We consistently exceed our contractual service level requirements and our
performance results are monitored internally and subjected to independent audits on a regular basis.

Research and Development

      Our first focus in research and development is to innovate. We understand our customers' challenges in managing an expanding array of
technologies and end-user services across a growing number of CSPs. We employ some of the industry's foremost experts in areas of
technology key to solving these problems. We believe their work has had a profound impact on the communications industry. For instance, we
led the industry effort to design the architecture that underlies local number portability, which today is necessary to route virtually all calls in
North America.

     Our second focus in research and development is to promote open industry standards around innovative solutions that serve our customers'
needs. We are active in industry forums where our technical expertise and trusted position is valuable in promoting consensus among
competing CSPs. We led the development of the SIP technology at the Internet Engineering Task Force. This technology has been adopted by
most global industry communication groups, including wireline, wireless, and IP, as the standard for VoIP and other real-time multimedia
transmission over IP, such as video, music, and multimedia conferencing, and other enhanced services.

      Once the standard has been adopted, our third focus is to develop the standards-based solution that can be delivered industry-wide as a
service through our clearinghouse, yielding significant benefits both to the communications industry and us. The communications industry
benefits from a uniform solution that can be delivered in a timely fashion in a cost-effective manner. We benefit by introducing new services
that leverage our clearinghouse and expand our revenues. For example, we have introduced IP clearinghouse services that facilitate the new
services provided by our IP customers.

                                                                         59
    As of March 31, 2005, we had approximately 48 employees dedicated to research and development. Our research and development
expense was $6.3 million, $6.7 million and $7.4 million for the years ended December 31, 2002, 2003 and 2004, respectively.

Customers

     We serve traditional providers of communications, including: local exchange carriers, such as Verizon Communications Inc., SBC
Communications Inc. and BellSouth Corporation; competitive local exchange carriers, such as XO Communications, Inc. and Focal
Communications Corporation; wireless service providers, such as Verizon Wireless Inc., Cingular Wireless LLC and Nextel
Communications Inc.; and long distance carriers, such as AT&T Corp., MCI, Inc. and Sprint Corporation. We also serve emerging CSPs,
including Comcast Corporation, Time Warner Telecom Inc., Cox Communications, Inc. and Cbeyond Communications Inc., and fast-growing
emerging providers of VoIP services, such as Vonage Holdings Corp. and SunRocket, Inc.

     In addition to serving CSPs, we also serve a growing number of customers who are either enablers of Internet services or providers of
information and content to Internet and telephone users. All Internet service providers rely on our Internet registry service to route all
communications to .biz and .us Internet addresses. Domain name registrars, including Network Solutions, Inc., The Go Daddy Group, Inc., and
Register.com, pay us for each .biz and .us domain name they register on behalf of their customers. Wireless service providers rely on our
registry to route all Common Short Code communications, but the bulk of our customers for Common Short Codes are the information and
entertainment content providers who register codes with us to allow wireless subscribers to communicate with them via text messages.

     We received 71.8% of our total revenues in 2004 from our ten largest customers, of which 11.5% was from Verizon. No other single
customer accounted for more than 10% of our total revenues in 2004. The amount of our revenues derived from customers outside the United
States was $5.2 million, $5.6 million, and $5.7 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Competition

     Our services most frequently compete against the legacy in-house systems of our customers. We believe our services offer greater
reliability and flexibility on a more cost-effective basis than these in-house systems.

      In our roles as the North American Numbering Plan Administrator, National Pooling Administrator, administrator of local number
portability for the communications industry, operator of the sole authoritative registry for the .us and .biz Internet domain names, and operator
of the sole authoritative registry for Common Short Codes, there are no other providers currently providing the services we offer. However, we
were awarded the contracts to administer these services in open and competitive procurement processes where we have competed against
companies including Accenture Ltd, Computer Sciences Corporation, Hewlett Packard Company, IBM, Intrado Inc., Mitretek Systems, Nortel
Networks Corporation, Pearson NCS, Perot Systems Corporation, Telcordia Technologies, Inc., and VeriSign, Inc. We have also renewed or
extended the term of several of these contracts since we first entered into them. As the terms of these contracts expire, we expect that other
companies may seek to bid on renewals or new contracts, and we cannot assure you that we will be successful in renewing them. In addition,
prior to the expiration of these contracts, North American Portability Management, LLC could solicit, or our competitors may submit,
proposals to replace us, in whole or in part, as the provider of the services covered by these contracts. However, we believe that our position as
the incumbent provider of these services will enable us to compete favorably for contract renewals or for new contracts to continue to provide
these services.

                                                                        60
     While we do not face direct competition for the registry of .us and .biz Internet domain names, we compete with other companies that
maintain the registries for different domain names, including Afilias Limited, which manages the .org and .info registries, VeriSign, Inc., which
manages the .com and .net registries, and a number of managers of country-specific domain name registries (such as .uk for domain names in
the United Kingdom).

     For the remainder of our services, we compete against a range of providers of interoperability and infrastructure services and/or software,
as well as the in-house network management and information technology organizations of our customers. Our competitors, other than in-house
network systems, generally fall into three categories:

     •
            companies that develop and sell software solutions to CSPs, such as Amdocs Limited, Evolving Systems, Inc., MetaSolv, Inc. and
            NetCracker Technology;

     •
            systems integrators such as Accenture Ltd, Electronic Data Systems Corporation, Hewlett-Packard Company, IBM, Oracle
            Corporation, and Perot Systems Corporation, which develop customized solutions for CSPs and in some cases outsource the
            operation and management of certain back-office systems; and

     •
            companies such as CGI Group Inc., Synchronoss Technologies, Inc., Syniverse Technologies, Inc., Telcordia Technologies, Inc.
            VeriSign, Inc. and Wisor Corporation, which offer communications interoperability services, including inter-CSP order processing
            and workflow management on an outsourced basis.

     We believe our clearinghouse has inherent advantages relative to discrete software solutions that require sales, customization and ongoing
maintenance for CSPs on a one-customer-at-a-time basis. Many companies that have developed discrete software solutions have lacked the
scale and financial resources necessary to develop carrier-grade solutions and achieve broad enough customer acceptance to create viable
business models. We also believe that our one-to-many clearinghouse can offer more economical services than in-house solutions or
outsourcing to a systems integrator. However, many of our current and potential competitors have the financial, technical, marketing and other
resources to develop a clearinghouse and compete with us directly with similar services and a similar delivery model.

     Competitive factors in the market for our services include breadth and quality of services offered, reliability, security, cost-efficiency, and
customer support. Our ability to compete successfully depends on numerous factors, both within and outside our control, including:

     •
            our responsiveness to customers' needs;

     •
            our ability to support existing and new industry standards and protocols;

     •
            our ability to continue development of technical innovations; and

     •
            the quality, reliability, security and price-competitiveness of our services.

     We cannot assure you that we will be able to compete successfully against current or future competitors or that competitive pressures that
we face will not materially adversely affect our business. There can also be no assurance that the market for clearinghouse services will
continue to develop or that CSPs will continue to use clearinghouse services rather than in-house systems and purchased or
internally-developed software.

Employees

    As of March 31, 2005, we employed 451 full-time persons worldwide. None of our employees is currently represented by a labor union.
We have not experienced any work stoppages and consider our relationship with our employees to be good.

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Contracts

      We provide many of our addressing, interoperability and infrastructure services pursuant to private commercial and government contracts.
Specifically, we provide wireline and wireless number portability, implement the allocation of pooled blocks of telephone numbers and provide
network management services pursuant to seven contracts with North American Portability Management, LLC, an industry group that
represents all telecommunications service providers in the United States. Although the FCC has plenary authority over the administration of
telephone number portability, it is not a party to our contracts with North American Portability Management, LLC. The North American
Numbering Council, a federal advisory committee to which the FCC has delegated limited oversight responsibilities, reviews and oversees
North American Portability Management, LLC's management of these contracts. See "—Regulatory Environment—Telephone Numbering."
We recognize revenue under our contracts with North American Portability Management, LLC primarily on a per transaction basis. The
aggregate fees for transactions processed under these contracts are determined by the total number of transactions, and these fees are billed to
telecommunications service providers based on their allocable share of the total transaction charges. This allocable share is based on each
respective telecommunications service provider's share of the aggregate end-user services revenues of all U.S. telecommunications service
providers as determined by the FCC. Under our contracts, we also bill a revenue recovery collections, or RRC, fee of a percentage of monthly
billings to our customers, which is available to us if any telecommunications service provider fails to pay its allocable share of total
transactions charges. If the RRC fee is insufficient for that purpose, these contracts also provide for the recovery of such differences from the
remaining telecommunications service providers. Under these contracts, users of our clearinghouse also pay fees to connect to our data center
and additional fees for reports that we generate at the user's request. Our contracts with North American Portability Management, LLC
continue through May 2011.

     We also provide wireline and wireless number portability and network management services in Canada pursuant to a contract with the
Canadian LNP Consortium, Inc., a private corporation composed of telecommunications service providers who participate in number
portability in Canada. The Canadian Radio-television and Telecommunications Commission oversees the Canadian LNP Consortium's
management of this contract. We bill each telecommunications service provider for our services under this contract primarily on a
per-transaction basis. This contract continues through May 2007. The services we provide under the contracts with North American Portability
Management, LLC and the Canadian LNP Consortium are subject to rigorous performance standards, and we are subject to corresponding
penalties for failure to meet those standards.

     We serve as the North American Numbering Plan Administrator and the National Pooling Administrator pursuant to two separate
contracts with the FCC. Under these contracts, we administer the assignment and implementation of new area codes in North America, the
allocation of central office codes (which are the prefixes following the area codes) to telecommunications service providers in the United
States, and the assignment and allocation of pooled blocks of telephone numbers in the United States in a manner designed to conserve
telephone number resources. The North American Numbering Plan Administration contract is a fixed fee government contract that was
awarded by the FCC in 2003. The contract is structured as a one-year agreement with four one-year options exercisable by the FCC. The FCC
exercised the first one-year option in July 2004, and may extend the contract for three additional one-year periods continuing through
July 2008. The number pooling contract is a cost-plus government contract that was awarded by the FCC in 2001. This contract also is
structured as a one-year agreement with four one-year options exercisable by the FCC. The FCC has exercised three of the four options and
may extend the contract for one additional year continuing through June 2006.

     Through our NeuLevel subsidiary, we are the operator of the .biz Internet top-level domain by contract with the Internet Corporation for
Assigned Names and Numbers, or ICANN. The .biz contract was granted in May 2001 and continues through September 2007. Similarly,
pursuant to a contract with

                                                                       62
the U.S. Department of Commerce, we operate the .us Internet domain registry. This contract was awarded in October 2001 for a period of four
years, which may be extended by the government for two additional one-year periods. These contracts allow us to provide domain name
registration services to domain name registrars, who pay us on a per name basis.

     We have an exclusive contract with the CTIA—The Wireless Association™ to serve as the registry operator for the administration of
Common Short Codes. Common Short Codes are short strings of numbers to which text messages can be addressed—a common addressing
scheme that works across all participating wireless networks. We were awarded this contract in October 2003 through an open procurement
process by the major wireless carriers. The initial term of the contract continues through April 2006. The contract automatically renews for
additional two year terms unless terminated. We provide Common Short Code registration services to wireless content providers, who pay us
subscription fees per Common Short Code registered.

Regulatory Environment

    Telephone Numbering

      Overview. The Telecommunications Act of 1996 was enacted to remove barriers to entry in the communications market. Among other
things, the Telecommunications Act mandates portability of telephone numbers and requires traditional telephone companies to provide
non-discriminatory access and interconnection to potential competitors. The FCC has plenary jurisdiction to the FCC over issues relating to
telephone numbers, including telephone number portability and the administration of telephone number resources. Under this authority, the
FCC promulgated regulations governing the administration of telephone numbers and telephone number portability. In 1995, the FCC
established the North American Numbering Council, a federal advisory committee, to advise and make recommendations to the FCC on
telephone numbering issues, including telephone number resources administration and telephone number portability. The members of the North
American Numbering Council include representatives from local exchange carriers, interexchange carriers, wireless providers, manufacturers,
state regulators, consumer groups and telecommunications associations.

      Telephone Number Portability. The Telecommunications Act requires telephone number portability, which is the ability of users of
telecommunications services to retain existing telephone numbers without impairment of quality, reliability, or convenience when switching
from one telecommunications service provider to another. Through a series of competitive procurements, we were selected by a consortium of
service providers representing the telecommunications industry to develop, build and operate a solution to enable telephone number portability
in the United States. We ultimately entered into seven regional contracts to administer the system that we developed, after which the North
American Numbering Council recommended to the FCC, and the FCC approved, our selection to serve as a neutral administrator of telephone
number portability. The FCC also directed the seven original regional entities, each comprising a consortium of service providers operating in
the respective regions, to manage and oversee the administration of telephone number portability in their respective regions, subject to North
American Numbering Council oversight. Under the rules and policies adopted by the FCC, North American Portability Management, LLC, as
successor in interest to the seven regional consortiums, has the power and authority to negotiate master agreements with an administrator of
telephone number portability, so long as that administrator is neutral.

     North American Numbering Plan Administrator and National Pooling Administrator. We have contracts with the FCC to act as the
North American Numbering Plan Administrator and the National Pooling Administrator, and we must comply with the rules and regulations of
the FCC that govern our operations in each capacity. Under these rules and regulations, we are charged with administering numbering
resources in an efficient and non-discriminatory manner, in accordance with FCC rules and industry guidelines developed primarily by the
Industry Numbering Committee. These guidelines

                                                                      63
provide governing principles and procedures to be followed in the performance of our duties under these contracts. The communications
industry regularly reviews and revises these guidelines to adapt to changed circumstances or as a result of the experience of industry
participants in applying the guidelines. A committee of the North American Numbering Council evaluates our performance against these rules
and guidelines each year and provides an annual review to the North American Numbering Council and the FCC. If we violate these rules and
guidelines, or if we fail to perform at required levels, the FCC may reevaluate our fitness to serve as the North American Numbering Plan
Administrator and the National Pooling Administrator and may terminate our contracts or impose fines on us. The division of the North
American Numbering Council responsible for reviewing the performance of the North American Numbering Plan Administrator and the
National Pooling Administrator has reviewed our performance as the North American Numbering Plan Administrator in each of the five years
from 1999 through 2003 and as the National Pooling Administrator in 2003 and has determined that we met or more than met our performance
guidelines under each such review. The reviews of our performance in 2004 as the North American Numbering Plan Administrator and as the
National Pooling Administrator have not yet been completed.

     Neutrality. Under FCC rules and orders establishing the qualifications and obligations of the North American Numbering Plan
Administrator and National Pooling Administrator, and under our contracts with North American Portability Management, LLC to provide
telephone number portability services, we are required to comply with neutrality regulations and policies. Under these neutrality requirements,
we are required to operate our numbering plan, pooling administration and number portability functions in a neutral and impartial manner,
which means that we cannot favor any particular telecommunications service provider, telecommunications industry segment or technology or
group of telecommunications consumers over any other telecommunications service provider, industry segment, technology or group of
consumers in the conduct of those businesses. We are examined periodically on our compliance with these requirements by independent third
parties. The combined effect of our contracts and the FCC's regulations and orders requires that we:

     •
            not be a telecommunications service provider, which is generally defined by the FCC as an entity that offers telecommunications
            services to the public at large, and is, therefore, providing telecommunications services on a common carrier basis;

     •
            not be an affiliate of a telecommunications service provider, which means, among other things, that we:


            •
                    must restrict the beneficial ownership of our capital stock by telecommunications service providers or affiliates of a
                    telecommunications service provider, as discussed in "Description of Capital Stock—Ownership and Transfer
                    Restrictions;" and

            •
                    may not otherwise, directly or indirectly, control, be controlled by, or be under common control with, a telecommunications
                    service provider;


     •
            not derive a majority of our revenues from any single telecommunications service provider; and

     •
            not be subject to undue influence by parties with a vested interest in the outcome of numbering administration and activities.
            Notwithstanding our satisfaction of the other neutrality criteria above, the North American Numbering Council or the FCC could
            determine that we are subject to such undue influence. The North American Numbering Council may conduct an evaluation to
            determine whether we meet this "undue influence" criterion.

     We are required to maintain complete confidentiality of all competitive customer information obtained during the conduct of our business.
In addition, as part of our neutrality framework, we are

                                                                       64
required to comply with a code of conduct that is designed to ensure our continued neutrality. Among other things, our code of conduct, which
was approved by the FCC, requires that:

     •
            we never, directly or indirectly, show any preference or provide any special consideration to any telecommunications service
            provider;

     •
            we prohibit access by our stockholders to user data and proprietary information of telecommunications service providers served by
            us (other than access of employee stockholders that is incident to the performance of our numbering administration duties);

     •
            we must ensure that no user data or proprietary information from any telecommunications service provider is disclosed to us, other
            than the sharing of information that is obtained in connection with the performance of our duties;

     •
            we must not share confidential information about our business services and operations with employees of any telecommunications
            service provider;

     •
            we refrain from simultaneously employing, whether full time or part time, any individual who is an employee of a
            telecommunications service provider and that none of our employees hold any interest, financial or otherwise, in any company that
            would violate these neutrality standards;

     •
            we prohibit any individual who serves in the management of any of our stockholders to be involved directly in our day-to-day
            operations;

     •
            we implement certain requirements regarding the composition of our board of directors;

     •
            no member of our board of directors simultaneously serve on the board of directors of a telecommunications service provider; and

     •
            we hire an independent party to conduct a quarterly neutrality audit to ensure that we and our stockholders comply with all the
            provisions of our code of conduct.

      In connection with the neutrality requirements imposed by our code of conduct and under our contracts, we are subject to a number of
neutrality audits that are performed on a quarterly and semi-annual basis. In connection with these audits, all of our employees, directors and
officers must sign a neutrality certification that states that they are familiar with our neutrality requirements and have not violated them. Failure
to comply with applicable neutrality requirements could result in government fines, corrective measures, curtailment of contracts or even the
revocation of contracts. See "Risk Factors—Risks Related to Our Business—Failure to comply with neutrality requirements could result in loss
of significant contracts."

     To ensure that the controlling interest held by affiliates of Warburg Pincus would not compromise our neutrality, the FCC requires that all
shares collectively held by Warburg Pincus and its affiliates in excess of 9.9% be held in an irrevocable voting trust. This voting trust also
contains shares that are beneficially owned by MidOcean Capital Investors, L.P., the ABS Capital Partners Entities and members and former
members of our management. This voting trust controls the voting rights of the shares held in trust, except that the investors may direct the
manner in which the shares held in trust are to be voted in connection with matters relating to significant business combinations and similar
transactions, issuance of capital stock, liquidation and incurrence of indebtedness in excess of $10,000,000. See "Certain Relationships and
Related Party Transactions—Voting Trust."

     In preparation for an initial public offering of our securities, we sought and obtained FCC approval for a "safe harbor" from previous
orders of the FCC that required us to seek prior approval from the FCC for any change in our overall ownership structure, corporate structure,
bylaws, or distribution of equity interests, as well as certain types of transactions, including the issuance of indebtedness by us. Under the safe
harbor order, no entity may acquire shares in this offering that would result in that entity owning 5% or more of our outstanding capital stock.
In addition, we are
65
required to maintain provisions in our organizational and other corporate documents that require us to comply with all applicable neutrality
rules and orders. However, upon the completion of our initial public offering, we will no longer be required to seek prior approval from the
FCC for many of these changes and transactions, although we will be required to provide notice of such changes or transactions. In addition,
we will be subject to the following requirements:

     •
            we may not issue indebtedness to any entity that is a telecommunications service provider or an affiliate of a telecommunications
            service provider without prior approval of the FCC;

     •
            we may not acquire any equity interest in a telecommunications service provider or an affiliate of a telecommunications service
            provider without prior approval of the FCC;

     •
            we must restrict any telecommunications service provider or affiliate of a telecommunications service provider from acquiring or
            beneficially owning 5% or more of our outstanding capital stock. See "Description of Capital Stock—Ownership and Transfer
            Restrictions;"

     •
            we must report to the FCC, no later than 30 days after the registration statement of which this prospectus forms a part becomes
            effective, the names of any telecommunications service providers or telecommunications service provider affiliates that own a 5%
            or greater interest in our company; and

     •
            we must make beneficial ownership records available to our auditors, and must certify upon request that we have no actual
            knowledge of any ownership of our outstanding capital stock by a telecommunications service provider or telecommunications
            service provider affiliate other than as previously disclosed.

     Internet Domain Name Registrations

      We are also subject to government and industry regulation under our Internet registry contracts with the U.S. government and ICANN, the
industry organization responsible for regulation of Internet top-level domains. We are the operator of the .biz Internet domain under a contract
with ICANN granted to us in May 2001, which expires in September 2007. We provide domain name registration services to domain name
registrars and are paid on a per name basis. Similarly, pursuant to a contract with the U.S. Department of Commerce, we operate the .us
Internet domain registry. This contract was granted in October 2001 for a period of four years, with two one-year extension periods exercisable
at the option of the U.S. Department of Commerce. Under each of these registry service contracts, we are required to:

     •
            provide equal access to all registrars of domain names;

     •
            comply with Internet standards established by the industry;

     •
            implement additional policies as they are adopted by the U.S. government or ICANN; and

     •
            with respect to the .us registry, establish, operate and ensure appropriate content on a kids.us domain to serve as a haven for
            material that promotes positive experiences for children and families using the Internet.

Intellectual Property

     Our success is dependent in part upon our proprietary technology. We rely principally upon trade secret and copyright law to protect our
technology, including our software, network design, and subject matter expertise. We enter into confidentiality or license agreements with our
employees, distributors, customers, and potential customers and limit access to and distribution of our software, documentation, and other
proprietary information. We believe, however, that because of the rapid pace of technological change in the communications industry, the legal
protections for our services are less significant factors

                                                                       66
in our success than the knowledge, ability, and experience of our employees and the timeliness and quality of services provided by us.

Facilities

     Our corporate headquarters are located in Sterling, Virginia under a lease that is scheduled to expire in August 2010, for which we have
two five-year renewal options. We also lease operating space in Concord, California, Charlotte, North Carolina and the District of Columbia
under leases that expire in August 2006, November 2007 and November 2009, respectively.

     All of our facility leases are with unaffiliated third parties. We believe that our existing facilities are sufficient to meet our requirements.

Legal Proceedings

     From time to time, we are subject to claims in legal proceedings arising in the normal course of our business. We do not believe that we
are party to any pending legal action that could reasonably be expected to have a material adverse effect on our business or operating results.

      On April 9, 2004, Douglas Armentrout, the former CEO of NeuLevel, Inc. filed a complaint against us, NeuLevel, Inc. (of which we own
90% of the outstanding capital stock) and Jeffrey Ganek, our Chairman and CEO, in the Superior Court of the District of Columbia (Civil
Action No. 04-0002814). The complaint alleges, among other things, that we, NeuLevel and Mr. Ganek convinced Mr. Armentrout to leave his
former employment in January 2001 and forfeit substantial compensation benefits by means of false promises regarding the employment
benefits he would enjoy with us or NeuLevel, and/or otherwise breached certain agreements with Mr. Armentrout regarding his employment
status and benefits. In addition, the complaint alleges that Mr. Armentrout was wrongfully terminated in January 2002 to prevent him from
investigating alleged fraudulent accounting practices as between us and NeuLevel. The complaint seeks approximately $20 million in damages,
$15 million of which are alleged emotional distress and punitive damages. We, NeuLevel and Mr. Ganek dispute all of these claims and are
vigorously defending ourselves against the allegations in the complaint. We are paying our, NeuLevel's and Mr. Ganek's legal expenses relating
to this complaint.

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                                                                 MANAGEMENT

Directors and Executive Officers

       Our directors and executive officers and their ages as of May 27, 2005 are as follows:

Name                                        Age     Position

Jeffrey E. Ganek                            52      Chairman of the Board of Directors and
                                                    Chief Executive Officer
Michael Lach                                44      President and Chief Operating Officer
Jeffrey Babka                               51      Senior Vice President and Chief Financial Officer
Mark D. Foster                              47      Senior Vice President and Chief Technology Officer
John Malone                                 44      Senior Vice President, Sales and Business Development
John B. Spirtos                             40      Senior Vice President, Corporate Development and
                                                    Marketing
Martin K. Lowen                             41      Senior Vice President, General Counsel and Secretary
James G. Cullen                             62      Director
Henry Geller                                81      Director
Dr. Henry Kressel                           71      Director
Joseph P. Landy                             43      Director
Dr. Kenneth A. Pickar                       65      Director
Frank L. Schiff                             45      Director

      Jeffrey E. Ganek has served as our Chairman of the Board and Chief Executive Officer since December 1999. From December 1995 to
December 1999, he was Senior Vice President and Managing Director of Communications Industry Services at Lockheed Martin, an advanced
technology company. The Communications Industry Services group of Lockheed Martin, which was acquired from Lockheed Martin in 1999
to form NeuStar, provided clearinghouse services to the telecommunications industry. From 1993 to 1995, he was Vice President—Asia
Operations for Global TeleSystems Group, a CSP in Europe and Asia. From 1991 to 1993, he was Vice President of Marketing at GTE
Spacenet, a satellite CSP. From 1985 to 1991, he was Director of Marketing and Corporate Development at MCI, a telecommunications
company. From 1976 to 1985, he held management positions at AT&T, a telecommunications company, in Corporate Development, Marketing
and Finance. Mr. Ganek holds a bachelor's degree in economics and a master's degree in public policy and management, both from Carnegie
Mellon University.

      Michael Lach has served as our President since January 2004 and as our Chief Operating Officer since joining us in March 2002. From
January 2001 to February 2002, he served as President of Network Services and Systems for Winstar Communications, Inc., a
telecommunications company. From January 2000 to January 2001, Mr. Lach was Executive Vice President of Business Integration at Covad
Communications, a telecommunications company. Prior to Covad, he spent 15 years, from January 1984 through December 1999, with
Ameritech, a local telephone exchange carrier. He was Vice President of Customer Provisioning & Maintenance from May 1997 to
December 1999, where he led approximately 13,000 employees responsible for installation and maintenance of all products and services across
Ameritech's five-state region. Mr. Lach holds a bachelor's degree with distinction in industrial engineering from Purdue University.

      Jeffrey Babka has served as our Senior Vice President and Chief Financial Officer since joining us in April 2004. From April 2002 until
joining us, he was Executive Vice President, Finance and Administration and Chief Financial Officer of Indus International, a publicly held
service delivery management software company, where he led the Indus team in two acquisitions and the raising of $40 million in new investor
financing while executing a financial turnaround. From August 2000 to March 2002, Mr. Babka served as Vice President, Finance and Chief
Financial Officer for the Global Accounts Business Unit of Concert Communications, an international joint venture between AT&T and British
Telecommunications plc, a voice and data service provider. Prior to 2000, Mr. Babka held several executive positions in finance and business
operations management with AT&T, Lucent, Bank of America and Global Crossing. Mr. Babka holds a bachelor's degree from the University
of Dayton and

                                                                         68
a master of business administration degree from Manhattan College. He is a graduate of the Stanford University Executive Program and
obtained Certified Public Accountant certification in Ohio in 1974.

       Mark D. Foster has served as our Senior Vice President and Chief Technology Officer since November 1999. Prior to joining us,
Mr. Foster was an independent consultant working full-time in a similar capacity from 1996 until November 1999 for the Communications
Industry Services group of Lockheed Martin. From 1994 through 1995, as an independent consultant to a group of communications industry
companies, Mr. Foster was the lead inventor of local number portability, conducted the first industry field trial of local number portability in
the Seattle area, and was heavily involved in the industry technical, policy and regulatory discussions leading to the adoption of local number
portability. From 1993 to early 1994, Mr. Foster was the Managing Director of the Stratus Telecom Development Center for Stratus
Computers, Inc., a specialized high-availability computer manufacturer. Prior to that, from 1987 to 1993, Mr. Foster was the Senior Vice
President of Engineering and Operations of Phone Base Systems, which sold advanced intelligent telecommunications network technology and
services, including one of the first SS7-to-IP signaling interworking technologies. The technology division of Phone Base Systems was sold to
Stratus Computers in 1993. From 1985 through 1986, Mr. Foster was Vice President of Engineering and Operations for Quest
Communications, a provider of enhanced telecommunications services. From 1978 through 1986, Mr. Foster was an independent consultant
providing systems design and engineering services in the communications industry, acting as lead engineer for the design of MCI's first
real-time 800-number call routing system in 1983. From 1977 through 1978, Mr. Foster was a senior systems engineer at C3, Inc., a computer
software company specializing in real-time data communications systems for the United States government. Mr. Foster holds a bachelor's
degree in physics and computer science from the California Institute of Technology.

      John Malone has served as a Senior Vice President of NeuStar since January 2003 and is our Senior Vice President, Sales and Business
Development. Mr. Malone was a founder and Chief Executive Officer of BizTelOne, Inc. from February 2001 until January 2003, when we
acquired BizTelOne, Inc. Prior to that, from March 2000 to July 2000, he served as President and Chief Operating Officer of MarketSwitch
Corporation, a provider of marketing optimization solutions, where he oversaw that company's software business. Mr. Malone holds a
bachelor's degree in electrical engineering from Virginia Tech and a master in business administration degree from the Harvard School of
Business.

      John B. Spirtos has served as our Senior Vice President, Corporate Development and Marketing, since October 2004. Prior to joining us,
from May 2003 to September 2004, he served as Senior Vice President of Mergers and Acquisitions and Corporate Strategy at Corvis
Corporation, a manufacturer of communications switching and transport equipment, and its wholly owned subsidiary, Broadwing
Communications, LLC, an integrated CSP. From October 1998 to April 2003, he was a general partner at OCG Ventures, LLC and HRLD
Ventures, LP, where he focused on investments in cable and telecommunications components manufacturers, systems integrators and service
providers. Mr. Spirtos holds a bachelor of science degree from University of California, a master of business administration degree from the
McDonough School of Business at Georgetown University, a law degree from Southwestern University, and an LL.M. from the Georgetown
University Law Center.

      Martin K. Lowen has served as a Senior Vice President since May 2005 and as our General Counsel and Secretary since September 2002.
Upon joining us in June 2000, he served as Vice President of Law and Business Development. Prior to joining us, Mr. Lowen was an Assistant
Vice President at TeleGlobe Communications, a provider of international telecommunications services, from January 1999 to May 2000, where
he provided legal advice to senior management and directed many activities within that company's Legal Department. Prior to January 1999, he
was a director in the legal department at MCI Communications Corp. and an associate with Skadden, Arps, Slate, Meagher & Flom LLP and
Hogan & Hartson LLP. Mr. Lowen holds a bachelor's degree in finance from the University of Maryland, a master of business administration
degree in finance from The Wharton School, University of Pennsylvania, and a law degree from the University of Pennsylvania Law School.

                                                                       69
      James G. Cullen has served as a director of NeuStar since 2005. Mr. Cullen retired as President and Chief Operating Officer of Bell
Atlantic Corporation, a local telephone exchange carrier, in 2000. He had assumed those positions in 1998, after having been Vice Chairman
since 1995 and, prior to that, President since 1993. He was President and Chief Executive Officer of Bell Atlantic-New Jersey, Inc. from 1989
to 1993. He is also a director and audit committee member of Prudential Financial, Inc., non-executive Chairman of the Board of Agilent
Technologies, Inc. and a director and Chairman of the audit committee of Johnson & Johnson. Mr. Cullen holds a bachelor's degree in
economics from Rutgers University and a master in management science degree from Massachusetts Institute of Technology.

      Henry Geller has served as a director of NeuStar since 1999. Mr. Geller was General Counsel of the FCC from 1964 to 1970 and served
as Special Assistant to the FCC Chairman from 1970 to 1973. Upon leaving the FCC, he was associated with the Rand Corporation, a
non-profit entity doing research in policy areas, including telecommunications, and the Aspen Institute, a non-profit entity exploring policy
issues, including telecommunications, until 1978, when he became Assistant Secretary of Commerce for Communications and Information
(and National Telecommunications and Information Administration Administrator) in the Carter Administration. In 1981, he became Director
of the Washington Center for Public Policy Research of Duke University and a Professor of Practice at Duke University. From 1991 through
1998, he was a Communications Fellow at the Markle Foundation, a charitable organization.

      Dr. Henry Kressel has served as a director of NeuStar since 1998. He joined Warburg Pincus, affiliates of which have invested in us, in
1983 and has been a Managing Director and Member of Warburg Pincus LLC since 1984. Prior to that, he was staff vice president of the RCA
Corporation, where he was responsible for research and development of electronic devices and systems. Dr. Kressel is a graduate of Yeshiva
College, Harvard University and holds a master of business administration degree from the Wharton School of Business and a Ph.D in
engineering from the University of Pennsylvania. He is an elected member of the National Academy of Engineering and has served in advisory
capacities to the National Science Foundation and the United States Air Force. He serves on the board of directors of Ness Technologies, Inc.
and several privately held high technology companies.

      Joseph P. Landy has served as a director of NeuStar since 1998. He joined Warburg Pincus, affiliates of which have invested in us, in
1985. Mr. Landy has been a Managing Member of Warburg Pincus LLC since October 2002 and has been the Co-President of Warburg Pincus
LLC since April 2002. From September 2000 to April 2002, Mr. Landy served as an Executive Managing Director of Warburg Pincus LLC.
Since joining Warburg Pincus, Mr. Landy's primary areas of investment focus have been information technology, communications applications
and structured investments. He serves on the boards of Avaya Inc., The Cobalt Group, Inc., and Telcordia Technologies, Inc. Mr. Landy holds
a bachelor of science degree in economics from The Wharton School at the University of Pennsylvania and a master of business administration
degree from The Leonard N. Stern School of Business at New York University.

       Dr. Kenneth A. Pickar has served as a director of NeuStar since 1999. He is the J. Stanley Johnson Professor of Mechanical Engineering
at the California Institute of Technology, where he has been a professor since 1997. Dr. Pickar serves on the board of directors of H2scan,
LLC. He holds a bachelor of science degree, cum laude , Phi Beta Kappa, in physics and math from City University of New York, as well as a
master's degree and doctorate in physics from the University of Pennsylvania.

      Frank L. Schiff has served as a director of NeuStar since 2005. Mr. Schiff has served since 2003 as Managing Director of MidOcean U.S.
Advisor, L.P., an affiliate of MidOcean Capital Investors, L.P., which is one of our principal stockholders. Prior to his current position,
Mr. Schiff was a managing director at DB Capital Partners, a private equity investment firm, from October 1999 to February 2003. Previously,
from January 1992 to September 1999, he was a partner at the law firm White & Case LLP. He received his law degree, cum laude , from
Cornell Law School and his bachelor's degree, magna cum laude , from the University of Colorado.

                                                                      70
Board Composition

     Our board of directors is composed of seven directors, divided into three classes: Class I, Class II and Class III. Our Class I directors are
Henry Kressel, Kenneth A. Pickar, and James G. Cullen, and their term ends at the annual meeting of stockholders in 2008. Our Class II
directors are Joseph P. Landy and Henry Geller, and their term ends at the annual meeting of stockholders in 2006. Our Class III directors are
Jeffrey E. Ganek and Frank L. Schiff, and their term ends at the annual meeting of stockholders in 2007.

Board Committees

     Audit committee

     The audit committee of our board of directors will appoint, determine the compensation for, and oversee our relationship with our
independent auditors; review our internal accounting procedures, systems of internal control and financial statements; review and approve the
services provided by our internal and independent auditors, including the scope and results of their audits; and resolve disagreements between
management and our independent auditors. The members of the audit committee currently are James G. Cullen, Joseph P. Landy and Dr.
Kenneth A. Pickar, each of whom is "independent" as defined by the New York Stock Exchange.

     Compensation committee

      The compensation committee of our board of directors will review and recommend to the board of directors the compensation and benefits
of all of our executive officers, administer our equity incentive plans, and establish and review general policies relating to compensation and
benefits of our employees. The members of the compensation committee currently are Joseph P. Landy, Dr. Kenneth A. Pickar and Frank L.
Schiff, each of whom is "independent" as defined by the New York Stock Exchange.

     Nominating and corporate governance committee

     The nominating and corporate governance committee of our board of directors will identify and evaluate individuals qualified to become
members of the board; recommend to the board director nominees for the next annual meeting of stockholders; and oversee the composition,
structure, operation and evaluation of our board. The committee will also review and recommend changes (as appropriate) to our corporate
governance principles. The members of the nominating and corporate governance committee currently are James G. Cullen, Joseph P. Landy
and Frank L. Schiff, each of whom is "independent" as defined by the New York Stock Exchange.

     Neutrality audit committee

     The neutrality audit committee of our board of directors will receive reports from our neutrality officer with respect to his or her neutrality
functions, review the quarterly attestation reports of the accountants who perform the neutrality procedures, review and approve (as necessary)
specific corrective actions based on the findings of the accountants, and review and approve any changes or amendments to our neutrality
compliance procedures. The members of the neutrality audit committee currently are Jeffrey E. Ganek, Henry Geller and Dr. Kenneth A.
Pickar.

Compensation Committee Interlocks and Insider Participation

     The members of our compensation committee in 2004 were Mr. Landy and Dr. Pickar. No interlocking relationship exists between our
board of directors and the board of directors or compensation committee of any other company, nor did any such interlocking relationship exist
during fiscal year 2004.

                                                                         71
Compensation of Directors

     Our directors (other than our Chief Executive Officer and directors affiliated with our stockholders) currently receive compensation of
$1,500 for each scheduled meeting of the board of directors attended and $750 for each other meeting attended, including committee meetings.
In addition, our directors (other than our Chief Executive Officer and directors affiliated with our stockholders) are reimbursed for the expenses
they incur in attending meetings of the board or board committees. We have granted each of our directors options to purchase shares of our
Class A common stock, including vested options to purchase 82,723 shares of our Class A common stock granted to each of James G. Cullen
and Frank L. Schiff in February 2005 (giving effect to the Recapitalization). Mr. Cullen's options are subject to repurchase by NeuStar
depending on the length of his service on our board. We intend to evaluate the compensation of our directors, and may increase such
compensation depending on the results of that evaluation.

Summary Compensation Table

     The following table sets forth all compensation paid by us during the year ended December 31, 2004 to our Chief Executive Officer and
our four most highly compensated executive officers other than our Chief Executive Officer. We refer to these individuals as the "named
executive officers" elsewhere in this prospectus.

      Share amounts, fair market values and exercise prices have been adjusted to reflect the Recapitalization.

                                                                Annual Compensation           Long-Term Compensation

                                                                                                              Securities
                                                                                           Restricted         Underlying
                                                                                             Stock             Options/         All Other
                                                              Salary(1)       Bonus         Awards              SARs          Compensation
Name and Principal Position                        Year          ($)           ($)            ($)                (#)                ($)

Jeffrey E. Ganek                                     2004       299,977        225,000                  —              —              10,600 (2)
Chairman of the Board and Chief Executive
Officer

Michael Lach                                         2004       303,535        225,000      2,187,500 (3)              —               8,200 (2)
President and Chief Operating Officer

Jeffrey Babka(4)                                     2004       188,314        285,000                  —         783,999              3,563 (2)
Senior Vice President and Chief Financial
Officer

Mark D. Foster                                       2004       303,338        255,645                  —              —              15,665 (5)
Senior Vice President and Chief Technology
Officer

John Malone                                          2004       238,552        240,000                  —              —               9,707 (2)
Senior Vice President, Sales and Business
Development


(1)
        Effective January 1, 2005, Jeffrey E. Ganek's annual salary is $350,000. Effective upon the closing of this offering, Michael Lach's
        annual salary will be $325,000; Jeffrey Babka's annual salary will be $300,000; Mark D. Foster's annual salary will be $315,000; and
        John Malone's annual salary will be $265,000.

(2)
        Consists of matching contributions under NeuStar's 401(k) plan.

(3)
        Consists of phantom stock units granted on July 19, 2004 pursuant to which Mr. Lach is entitled to receive 350,000 shares of our
        common stock, which are subject to vesting requirements. There was no public market for our common stock on July 19, 2004 or
        December 31, 2004. Values per share of $6.25 and $8.39, representing contemporaneous determinations of fair market value by our
        board of directors, have been used to calculate value as of July 19, 2004 and December 31, 2004, respectively, for purposes of this
        table. Based on this calculation, Mr. Lach held phantom stock units with respect to 350,000 shares with a fair market value of
      $2,937,500 on December 31, 2004. No dividends or dividend equivalents will accrue or be paid with respect to any outstanding
      unvested phantom stock units held by Mr. Lach.

(4)
      Jeffrey Babka joined NeuStar as our Chief Financial Officer effective April 26, 2004.

(5)
      Consists of matching contributions of $8,200 under NeuStar's 401(k) plan and insurance premiums of $7,465 paid by NeuStar during
      fiscal year 2004 with respect to term life insurance for the benefit of Mr. Foster.

                                                                    72
Option Grants in Last Fiscal Year

      The table below provides information regarding the stock options granted to our named executive officers in 2004. Each option represents
the right to purchase one share of our common stock.

     The potential realizable values are based on an assumption that the stock price of our common stock will appreciate at the annual rate
shown (compounded annually) from the date of grant until the end of the option term. These values do not take into account amounts required
to be paid as income taxes under the Internal Revenue Code and any applicable state laws or option provisions providing for termination of an
option following termination of employment, non-transferability or vesting. These amounts are calculated for illustration purposes only and do
not reflect our estimate of future stock price growth of the shares of our common stock.

                                                                   Individual Grants(3)

                                                                  Percent of
                                                                    Total
                                                                   Options                                           Potential Realizable Value
                                                                  Granted to                                          at Assumed Annual Rates
                                                                  Employees                                                 of Stock Price
                                                                   in 2004                                          Appreciation for Option Term

                                             Number of
                                             Securities
                                             Underlying
                                              Options
                                              Granted

                                                                                      Exercise
                                                                                       Price          Expiration
Name                                                                                 ($/Share)          Date

                                                                                                                     5% ($)             10% ($)

Jeffrey E. Ganek                                       —                    —                —                 —            —                   —
Michael Lach                                           —                    —                —                 —            —                   —
Jeffrey Babka(1)                                  783,999 (2)            26.28             6.25         6/22/2014    3,081,584           7,809,338
Mark D. Foster                                         —                    —                —                 —            —                   —
John Malone                                            —                    —                —                 —            —                   —


(1)
       Jeffrey Babka joined NeuStar as our Chief Financial Officer effective April 26, 2004.

(2)
       Consists of non-qualified stock options to acquire 745,603 shares of our common stock and options to acquire 38,396 shares of our
       common stock that are intended to constitute incentive stock options. Twenty-five percent of the options vested on April 26, 2005, and
       an additional 2.083% of the options vest on the last day of each succeeding calendar month, so long as Mr. Babka remains employed by
       NeuStar.

(3)
       Share amounts and exercise price per share have been adjusted to give effect to the Recapitalization.

Aggregated Option Exercises and Fiscal Year-End Option Values

     The following table provides information regarding the stock options exercised in 2004 by our named executive officers and the number
of shares of our common stock represented by outstanding options held by our named executive officers as of December 31, 2004. There was
no public trading market for our common stock on December 31, 2004. Accordingly, the dollar values in the table are calculated based upon a
value per share of $8.39 (representing a contemporaneous determination of fair market value by our board of directors, as adjusted to give
effect to the Recapitalization), less the exercise price of the options, and multiplying the result by the number of shares.

                                                                                   Number of Securities                Value of Unexercised
                                                                               Underlying Unexercised Options         In-the-Money Options
                                                                                  at December 31, 2004(2)             at December 31, 2004

                                              Shares
                                            Acquired on
                                             Exercise
                                                (#)
                                                              Value
                                                             Realized        Exercisable       Unexercisable   Exercisable   Unexercisable
Name                                                           ($)               (#)               (#)             ($)           ($)

Jeffrey E. Ganek                               —               —                 989,952             419,999     8,079,464         824,998
Michael Lach                                   —               —                 533,251             592,348     2,190,138       1,682,860
Jeffrey Babka(1)                               —               —                      —              783,999            —        1,679,998
Mark D. Foster                                 —               —                 957,550              69,999     7,771,878         137,498
John Malone                                    —               —                 335,417             147,581     1,377,606         321,138


(1)
       Jeffrey Babka joined NeuStar as our Chief Financial Officer effective April 26, 2004.

(2)
       Share amounts have been adjusted to give effect to the Recapitalization.

                                                                        73
Change in Control Arrangements

     All share numbers and exercise prices set forth below have been adjusted to reflect the Recapitalization as if it had occurred prior to each
grant of securities described below.

      In December 2003, we granted Mr. Ganek options to purchase 419,999 shares of our common stock at an exercise price of $6.43 per
share, subject to vesting. As of May 1, 2005, none of these options were vested. Options to purchase 40% of the shares will vest on
December 18, 2005; the remaining options will vest with respect to 1.667% of the shares on the last day of each succeeding calendar month
thereafter so long as Mr. Ganek continues in the service of NeuStar. If we experience a change in control, all of Mr. Ganek's options will vest
in full, unless Mr. Ganek's option agreements are assumed or continued by the surviving company, or unless the surviving company substitutes
these agreements with a substantially equivalent agreement. If the surviving company assumes these agreements, Mr. Ganek's options will vest
and become exercisable if Mr. Ganek's employment is terminated within two years of the change of control event, unless Mr. Ganek's
employment is terminated by the surviving company for cause or by Mr. Ganek without good reason.

     In March 2002, we granted Mr. Lach options to purchase 775,600 shares of our common stock at an exercise price of $4.29 per share,
subject to vesting. As of May 1, 2005, 597,889 of these options were vested. The remaining options will vest with respect to 2.083% of the
shares on the last day of each calendar month so long as Mr. Lach continues in the service of NeuStar. In December 2003, we granted Mr. Lach
options to purchase 349,999 shares of our common stock at an exercise price of $6.43 per share, subject to vesting. As of May 1, 2005, none of
these options were vested. Options to purchase 40% of the shares will vest on December 18, 2005; the remaining options will vest with respect
to 1.667% of the shares on the last day of each succeeding calendar month thereafter so long as Mr. Lach continues in the service of NeuStar. If
we experience a change in control, all of Mr. Lach's options will vest in full, unless Mr. Lach's option agreements are assumed or continued by
the surviving company, or unless the surviving company substitutes these agreements with a substantially equivalent agreement. If the
surviving company assumes these agreements, Mr. Lach's options will vest and become exercisable if Mr. Lach's employment is terminated
within two years of the change of control event, unless Mr. Lach's employment is terminated by the surviving company for cause or by
Mr. Lach without good reason.

     We also granted phantom stock units to Mr. Lach in July 2004, pursuant to which he is entitled to receive 350,000 shares of our common
stock. The phantom stock units vest on December 18, 2008. If Mr. Lach's employment with us is terminated because of his death or disability
at any time, or if Mr. Lach's employment is terminated by us without cause, or by Mr. Lach for good reason after December 18, 2006, the
phantom stock units will vest on a pro-rata basis, based on the date that Mr. Lach's employment is terminated. In addition, if we experience a
change in control, all of Mr. Lach's phantom stock units will vest in full, unless the phantom stock unit agreement is assumed or continued by
the surviving company, or unless the surviving company substitutes Mr. Lach's phantom stock unit agreement with a substantially equivalent
agreement. If the surviving company assumes the phantom stock unit agreement, Mr. Lach's units will vest and become exercisable if
Mr. Lach's employment is terminated within two years of the change of control event, unless Mr. Lach's employment is terminated by the
surviving company for cause or by Mr. Lach without good reason.

      In June 2004, we granted Mr. Babka options to purchase 783,999 shares of our common stock at an exercise price of $6.25 per share,
subject to vesting. As of May 1, 2005, 196,000 of these options were vested. The remaining options will vest with respect to 2.083% of the
shares on the last day of each calendar month so long as Mr. Babka continues in the service of NeuStar. If we experience a change in control,
all of Mr. Babka's options will vest in full, unless Mr. Babka's option agreements are assumed or continued by the surviving company, or
unless the surviving company substitutes these agreements with a substantially equivalent agreement. If the surviving company assumes these
agreements, Mr. Babka's options will vest and become exercisable if Mr. Babka's employment is

                                                                        74
terminated within two years of the change of control event, unless Mr. Babka's employment is terminated by the surviving company for cause
or by Mr. Babka without good reason.

      In December 2003, we granted Mr. Foster options to purchase 69,999 shares of our common stock at an exercise price of $6.43 per share,
subject to vesting. As of May 1, 2005, none of these options were vested. Options to purchase 40% of the shares will vest on December 18,
2005; the remaining options will vest with respect to 1.667% of the shares on the last day of each succeeding calendar month thereafter so long
as Mr. Foster continues in the service of NeuStar. If we experience a change in control, all of Mr. Foster's options will vest in full, unless
Mr. Foster's option agreements are assumed or continued by the surviving company, or unless the surviving company substitutes these
agreements with a substantially equivalent agreement. If the surviving company assumes these agreements, Mr. Foster's options will vest and
become exercisable if Mr. Foster's employment is terminated within two years of the change of control event, unless Mr. Foster's employment
is terminated by the surviving company for cause or by Mr. Foster without good reason.

      In December 2003, we granted Mr. Malone options to purchase 132,999 shares of our common stock at an exercise price of $6.43 per
share, subject to vesting. As of May 1, 2005, none of these options were vested. Options to purchase 40% of the shares will vest on
December 18, 2005; the remaining options will vest with respect to 1.667% of the shares on the last day of each succeeding calendar month
thereafter so long as Mr. Malone continues in the service of NeuStar. If we experience a change in control, all of Mr. Malone's options will vest
in full, unless Mr. Malone's option agreements are assumed or continued by the surviving company, or unless the surviving company
substitutes these agreements with a substantially equivalent agreement. If the surviving company assumes these agreements, Mr. Malone's
options will vest and become exercisable if Mr. Malone's employment is terminated within two years of the change of control event, unless
Mr. Malone's employment is terminated by the surviving company for cause or by Mr. Malone without good reason.

Employment Continuation Agreements

     We have entered into employment continuation agreements with two of our named executive officers, Mr. Ganek and Mr. Foster. These
agreements provide for the continuation of each officer's employment on a part-time basis for two years in the event that we terminate the
officer's full-time employment status without cause or the officer terminates his full-time employment status for good reason. In such cases, the
officer will provide services to us on a part-time basis at a base salary rate equal to 50% of the base salary rate he was receiving immediately
prior to the triggering event, and the officer may continue to participate in our benefit plans to the extent that he satisfies eligibility
requirements and pays full premium costs. In the event that (i) the officer resigns his employment under the agreement and provides at least
30 days' written notice, or (ii) the officer provides timely notice that he has commenced other employment and we decide to terminate his
employment as a result, then we will pay the officer 80% of the amount that he would have otherwise received under the agreement between
the date of resignation or termination and the end of the two-year period.

2005 Key Employee Severance Pay Plan

      Our board of directors adopted the NeuStar, Inc. 2005 Key Employee Severance Pay Plan in May 2005. The plan provides severance
benefits for key management employees if they are involuntarily terminated from employment without cause or if they terminate their
employment for good reason. Specifically, key employees will be entitled to benefits equal to one year's salary provided they sign a release of
all claims against NeuStar and acknowledge their obligations under the plan (including obligations not to compete with or disparage NeuStar,
disclose NeuStar's confidential information, or interfere with NeuStar's business). The board's compensation committee may, in its sole
discretion, cause NeuStar to pay severance benefits at the same rate for an additional year as consideration for a one-year extension of the
employee's obligations under the plan. An employee will

                                                                       75
not be eligible for benefits under the plan if he or she engages in activities that are detrimental to NeuStar or if he or she is entitled, pursuant to
an individual agreement, to cash severance in excess of the benefits provided under the plan. The board may amend or terminate the plan at any
time after 90 days' notice to the key employees, provided that an amendment or termination may not adversely affect the severance benefits to
which any key employee is entitled if such employee's termination occurred prior to the date of the amendment or termination.

Equity Compensation Plans

     1999 Equity Incentive Plan

     Our board of directors adopted, and our stockholders approved, the NeuStar, Inc. 1999 Equity Incentive Plan in November 1999. Under
the 1999 plan, we may grant to our directors, employees and consultants stock or stock-based awards in the form of incentive stock options,
nonqualified stock options, stock appreciation rights, performance share units, shares of restricted common stock, phantom stock units, stock as
part of a bonus, and other stock-based awards.

      On May 1, 2005, options to purchase a total of 14,188,204 shares of our common stock at a weighted average exercise price of $3.51 per
share and phantom stock units equal to 350,000 shares of our common stock were outstanding under the 1999 plan, after giving effect to the
Recapitalization. On May 1, 2005, 670,726 shares of our common stock were available for future issuance under the plan, after giving effect to
the Recapitalization. On May 20, 2005, our board of directors amended the 1999 plan to provide that no further awards will be granted under
the 1999 plan as of the date stockholder approval of the NeuStar, Inc. 2005 Stock Incentive Plan (described below) is obtained. Any shares
available for grant as of such date, plus any other shares under the 1999 plan that again become available due to forfeiture, expiration,
settlement in cash or other termination of awards without issuance, will be added to the shares available for grant under the 2005 plan.

     Administration of the 1999 plan. The 1999 plan is administered by our board of directors or its delegate. Subject to the provisions of the
plan, the board has the exclusive power to select the eligible persons to participate in the plan, to determine the nature and extent of the awards
made to each participant, to determine when awards will be made and the conditions to which payment of awards may be subject, and to
prescribe the form of agreement evidencing awards. The board also has the authority to establish, adopt or revise plan rules and regulations and
to make determinations relating to the plan as it may deem necessary or advisable.

      Shares subject to the 1999 plan. The aggregate number of shares of common stock with respect to which all awards may be granted
under the 1999 plan, after giving effect to the Recapitalization, is 17,143,708. We may fund the settlement of awards under the plan by using
authorized but previously unissued common stock or common stock held in our treasury. Alternatively, we may purchase shares of our
common stock from existing holders to settle awards. Generally, shares are counted against the authorization only to the extent they are
actually issued. Shares covered by an award that is forfeited or canceled, or that expires or is settled in cash, are deemed not to have been
issued for purposes of determining the aggregate number of shares that may be issued under the plan. If any unissued shares are retained by us
upon exercise of an award in order to satisfy the exercise price for the award or any taxes due, the retained shares will become available for
future issuance under the plan. Shares that actually have been issued under the plan may not be returned to the plan for future issuance, except
that if unvested shares are forfeited or repurchased by us at their original purchase price, those shares will become available for future issuance
under the plan.

     Adjustment. The number and kind of shares that may be issued, the number and kind of shares subject to outstanding awards, the price
applicable to outstanding awards and other terms are subject to equitable adjustment or substitution by the board to reflect stock dividends,
stock splits, reverse stock splits, recapitalizations and other corporate events or transactions, or to reflect a change in

                                                                          76
applicable law or circumstances. On May 20, 2005, the board approved the adjustment of the outstanding awards under the 1999 plan, the
maximum number of shares subject to all awards and certain other terms of the 1999 plan to reflect the Recapitalization, effective when the
Recapitalization occurs.

     Change in control. In the event that NeuStar were to undergo a significant corporate event or transaction (including, for example, a
cash merger, sale of substantially all assets, reorganization or liquidation), then unless each outstanding award is assumed or continued as
provided under the plan, or unless a particular award agreement provides otherwise, the board may cancel any outstanding award (whether or
not vested) and pay to participants, in cash, the value of the awards as if they were all vested based upon the price per share of common stock
received or to be received by our other stockholders in the event.

     Stock options. The board generally has discretion to determine the vesting schedule of options, the option period, the events causing
options to expire, the number of shares subject to any option, and other option terms and conditions, except that the expiration date of an option
cannot be later than the tenth anniversary of the date of grant (or the fifth anniversary in the case of some incentive options). Options may be
incentive stock options (as defined in Section 422 of the Internal Revenue Code of 1986, as amended) or nonqualified stock options. Unless
otherwise stated in the applicable option agreement, options will expire before the end of the option period set by the board in the event of the
participant's termination, death or disability. Options issued pursuant to the 1999 plan generally are not transferable except by will or the laws
of descent and distribution.

      The exercise price for options is set by the board but may not be less than 100% (110% in the case of some incentive stock options) of the
fair market value of the common stock at the time the options are granted. The exercise price of an option may be paid in cash, shares of
common stock or, in the discretion of the board, in other property or by delivering a copy of instructions to a stockbroker to deliver sale or loan
proceeds sufficient to pay the option price. To the extent the fair market value (determined as of the date of grant) of common stock for which
incentive stock options are exercisable for the first time by any participant during any calendar year exceeds $100,000, the excess options are
treated as nonqualified options.

      Stock appreciation rights. Our board may grant stock appreciation rights under the 1999 plan either alone or in connection with options.
Upon exercise of a stock appreciation right, the holder will receive from us cash, shares of common stock or a combination thereof, as
determined by our board, equal in value to the difference between the fair market value of the common stock subject to the stock appreciation
right and the exercise price.

     Performance share units. Under the 1999 plan, our board is authorized to establish performance share programs to be effective over
designated award periods determined by the board. Awards granted under these programs will be subject to the accomplishment of one or more
performance goals, which may vary from participant to participant, group to group, and period to period.

     Restricted stock and phantom stock units. The board has the authority to grant restricted stock and phantom stock units under the 1999
plan and to establish terms, conditions and restrictions applicable to restricted stock and phantom stock units, which may differ with respect to
each participant. The board may remove any or all restrictions on restricted stock and phantom stock units whenever it determines that removal
is appropriate.

     Stock bonus awards. Under the 1999 plan, the board may issue unrestricted shares of common stock to participants, either alone or in
tandem with other awards, in amounts and subject to terms and conditions determined by the board.

                                                                        77
    Term and amendment. The expiration date of the 1999 plan, after which no awards may be granted, is November 23, 2009. Our board
may at any time terminate, amend or suspend and, if suspended, reinstate the 1999 plan in whole or in part.

     2005 Stock Incentive Plan

     Our board of directors adopted the NeuStar, Inc. 2005 Stock Incentive Plan in May 2005, subject to approval by our stockholders. Under
the 2005 plan, we may grant to our directors, employees and consultants awards in the form of incentive stock options, nonqualified stock
options, stock appreciation rights, shares of restricted stock, restricted stock units, performance awards and other stock-based awards.

     On May 1, 2005, no options or shares were outstanding under the 2005 plan. A total of 6,044,715 shares of our Class A common stock
(plus any shares available for issuance under the NeuStar, Inc. 1999 Equity Incentive Plan, discussed below) are available for future issuance
under the plan, subject to stockholder approval. On May 20, 2005, our board of directors approved option grants under the 2005 plan covering
502,500 shares of our Class A common stock, effective upon the closing of this offering.

     Administration of the 2005 plan. The 2005 plan is administered by our board of directors and the board's compensation committee
(both of which are referred to in this description as the "committee"). Subject to the provisions of the plan, the committee has the authority to
select the eligible persons to participate in the plan, to determine the nature and extent of the awards made to each participant, to determine the
terms and conditions of awards and any restrictions to which awards may be subject (including restrictions on transfer of shares acquired
pursuant to an award), to modify, extend or renew awards, to offer to buy out awards previously granted, to provide for forfeiture of awards in
the event that a participant engages in detrimental activity with respect to NeuStar, to determine whether an award is intended to comply with
Section 162(m) of the Internal Revenue Code of 1986, as amended, and to prescribe the forms of agreement evidencing awards. The committee
also has the authority to adopt, alter and repeal plan rules and regulations and to interpret provisions of the plan and plan awards, except that no
such action by the committee may reduce the rights of any plan participant without the participant's consent.

     Shares subject to the 2005 plan. The aggregate number of shares of Class A common stock with respect to which all awards may be
granted under the 2005 plan is 6,044,715, plus any shares available for issuance under the NeuStar, Inc. 1999 Equity Incentive Plan. We may
fund the settlement of awards under the 2005 plan by using authorized but unissued Class A common stock or Class A common stock held in
or acquired for our treasury. Shares of Class A common stock that are subject to awards are counted against the aggregate share limit as one
share for every share granted, except that stock appreciation rights granted in tandem with options apply only once against the share limit. In no
event may the aggregate number of shares granted pursuant to incentive stock options exceed 6,044,715 shares.

     Generally, shares are counted against the authorization only to the extent they are actually issued. Shares subject to an award that is
forfeited or terminated, or that expires or is settled in cash, will again be available for awards under the plan. Awards granted by us in
assumption of, or in substitution or exchange for, awards previously granted by a company we acquire will not reduce the shares authorized for
grant under the plan.

     Adjustment. The number and kind of shares that may be issued, the number and kind of shares or other property subject to outstanding
awards, and the price applicable to outstanding awards are subject to equitable adjustment by the committee to reflect any stock split, reverse
stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-off, reorganization,
liquidation, issuance of rights or warrants, sale or transfer of assets, special cash

                                                                        78
dividend or similar corporate event. In connection with any such event, the committee may provide for the cancellation of outstanding awards
and payment in cash or other property.

      Acquisition events. In the event of (i) a merger or consolidation in which NeuStar is not the surviving entity, (ii) the acquisition of
substantially all of our outstanding Class A common stock by a single person or a group of persons acting in concert, or (iii) the sale or transfer
of all or substantially all of our assets, the committee may terminate all outstanding awards (whether or not vested) by giving notice to
participants at least 20 days prior to the event. During the period between delivery of notice and the event, each participant will have the right
to exercise all outstanding awards without regard to any limitations on vesting or exercisability contained in the award agreements. If the
committee elects not to terminate the outstanding awards, then the provisions described under "Adjustment," above, will apply.

      Stock options. The committee generally has discretion to determine the number of shares subject to any option, the vesting schedule of
options, the option period and other option terms and conditions, except that the expiration date of an option cannot be later than the tenth
anniversary of the date of grant (or the fifth anniversary in the case of some incentive stock options). Options may be incentive stock options or
nonqualified stock options. Options issued pursuant to the 2005 plan generally are not transferable except by will or the laws of descent and
distribution.

     The exercise price for options is set by the committee but generally may not be less than 100% (110% in the case of some incentive stock
options) of the fair market value of the common stock at the time the options are granted. Other than as described under "Adjustment" above, in
the absence of stockholder approval, the committee may not lower the exercise price per share of an option after its grant, cancel an option
when its exercise price exceeds the fair market value of the underlying shares in exchange for another award, or take any other action that may
be treated as a repricing under New York Stock Exchange rules and regulations.

     To the extent the fair market value (determined as of the date of grant) of Class A common stock for which incentive stock options are
exercisable for the first time by any participant during any calendar year exceeds $100,000, the excess options will be treated as nonqualified
options. The exercise price of an option may be paid in cash or on other terms and conditions acceptable to the committee, including the
tendering or withholding of shares of Class A common stock.

      Stock appreciation rights. The committee may grant stock appreciation rights under the 2005 plan either alone or in connection with
options. Upon exercise of a stock appreciation right, the holder will receive from us cash, shares of Class A common stock or a combination
thereof, as determined by the committee, equal in value to the difference between the fair market value of the Class A common stock subject to
the stock appreciation right and the exercise price (or, in the case of stock appreciation rights not granted in connection with options, the
difference between the fair market value of the Class A common stock on the date of exercise and the fair market value of the Class A common
stock on the date of the award).

     Restricted stock and restricted stock units. The committee has the authority to grant restricted stock and restricted stock units and to
establish terms, conditions and restrictions applicable to restricted stock and restricted stock units, which may differ with respect to each
participant. The grant of restricted stock and restricted stock units, or the lapse of restrictions, may be based on the attainment of performance
goals established by the committee. Restricted stock units may be settled in cash, shares of common stock or a combination thereof, as
determined by the committee. In general, holders of restricted stock have all of the rights of a stockholder, including the right to vote and to
receive distributions with respect to such stock.

    Performance awards. Under the 2005 plan, the committee is authorized to grant performance awards and to establish terms and
conditions applicable to performance awards, which may vary from

                                                                        79
participant to participant, group to group, and period to period. The right to payment or vesting of performance awards is conditioned on the
attainment of one or more performance goals specified by the committee. Performance awards are payable in cash, shares of Class A common
stock or a combination thereof, as determined by the committee.

     Other stock-based awards. The committee may grant other stock-based awards, including stock bonus awards, incentive/performance
plan stock payments, stock equivalent units and awards valued by reference to the book value of shares of Class A common stock. These
awards may be granted alone or in connection with other awards and may be conditioned upon the attainment of one or more performance
goals.

      Term and amendment. The expiration date of the 2005 plan, after which no awards may be granted, is May 20, 2015. Our board may at
any time terminate, amend or suspend the 2005 plan, except that the rights of a participant with respect to awards granted prior to termination,
amendment or suspension may not be reduced without such participant's consent. In addition, we must obtain stockholder approval for any
amendment that would (i) increase the aggregate number of shares that may be issued under the plan, (ii) change the classification of
individuals eligible to receive awards under the plan, (iii) extend the maximum option period, (iv) materially alter performance goals,
(v) require stockholder approval under Section 162(m) or Section 422 of the Internal Revenue Code of 1986, as amended, (vi) decrease the
minimum exercise price of any award, or (vii) otherwise require stockholder approval under New York Stock Exchange rules.

Annual Performance Incentive Plan

     Our board of directors adopted the NeuStar, Inc. Annual Performance Incentive Plan in May 2005. Under the performance plan, we may
grant awards to certain executive employees based on performance during specified periods.

     Administration of the performance plan. The performance plan is administered by our board's compensation committee. Subject to the
provisions of the plan, the committee has the authority to select the eligible persons to participate in the plan from among our executive
employees and to determine (i) the nature and extent of the awards made to each participant, (ii) the performance measures upon which awards
will be based, (iii) the time period over which performance will be measured, and (iv) other terms and conditions of awards. The committee
also has the authority to interpret provisions of the plan and to take all other actions for the plan's administration.

     Payment of awards. Awards under the performance plan generally must be paid not later than 2 1 / 2 months after the end of the fiscal
year in which the performance period with respect to which the awards are earned ends; however, the committee may defer payment of all or
any portion of an award and may permit a participant to defer receipt of all or a portion of an award. Unless otherwise determined by the
committee, no award will be payable to an individual whose employment with NeuStar has ceased prior to the date such award is scheduled to
be paid. Awards are payable in cash, Class A common stock or other property, provided that stock will be used only if payment of such stock is
a permitted award under another plan maintained by NeuStar that was approved by stockholders or is covered by an exception under New York
Stock Exchange rules.

     Amendment.      Our board may at any time terminate, amend or suspend the performance plan.

     Our board has determined that, effective upon the closing of this offering, the 2005 target awards under the performance plan for each of
our named executive officers will be 50% of the officer's annual base salary. The amount of awards paid will vary depending on the
achievement of performance measures, which will be determined by the compensation committee. Prior to the adoption of the performance
plan, Mr. Babka had an arrangement with us whereby he was entitled to an annual bonus payment of up to 100% of his base salary. In
connection with adopting the performance plan, our

                                                                       80
board approved a one-time, lump sum payment of $100,000 to Mr. Babka in consideration for changing the terms of his employment to forfeit
his annual bonus payment and, instead, to be eligible to participate in the performance plan.

Executive Relocation Policy

      It is our policy to pay for reasonable and necessary expenses of relocating our employees, including our executive officers. In addition to
the relocation benefits available to all full-time employees, our Executive Relocation Policy (which covers full-time executive employees)
provides for the reimbursement of (i) expenses relating to the purchase of a new primary residence, up to 3% of the purchase price, and
(ii) expenses associated with the sale of an existing primary residence, up to 6% of the sales price.

     Mr. Babka also has an arrangement with us whereby he is entitled to additional benefits in connection with his relocation from Georgia to
Virginia. Specifically, Mr. Babka will receive an annual cost-of-housing allowance of $30,000, $20,000, and $10,000 in 2005, 2006 and 2007,
respectively, contingent on his continued employment by NeuStar. He also is entitled to receive payments equal to the incremental cost of his
duplicate housing and living expenses for six months or until the date of sale of his Georgia residence, whichever is earlier. If Mr. Babka's
Georgia residence is not sold prior to the end of the six-month period, or if an offer is received that is lower than Mr. Babka's purchase price for
the Georgia residence, we have agreed to consider additional benefits.

Limitation of Liability and Indemnification of Officers and Directors

     As permitted by the Delaware General Corporation Law, our certificate of incorporation provides that a director will not be liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a director. In addition, our certificate of incorporation and bylaws
contain provisions indemnifying our directors, officers, employees and agents to the fullest extent permitted by the Delaware General
Corporation Law. On May 20, 2005, our board of directors approved entering into indemnification agreements with each of our directors and
each of our officers at the senior vice president level and above. These agreements provide for indemnification to the fullest extent permitted by
the Delaware General Corporation Law.

      We anticipate that we will amend our certificate of incorporation and bylaws prior to the consummation of this offering to require
indemnification of our directors and executive officers to the fullest extent authorized by the Delaware General Corporation Law, and to permit
the indemnification of our other employees and agents (and employees and agents of our subsidiaries and affiliates) to the fullest extent
authorized under the Delaware General Corporation Law. We also may purchase and maintain insurance on behalf of any of our officers,
directors, employees or agents. All of our directors and officers will be covered by insurance policies maintained by us against certain liabilities
for actions taken in their capacities as such, including liabilities under the Securities Act of 1933. Dr. Kressel and Mr. Landy also are
indemnified by Warburg Pincus and are covered by a supplemental directors' and officers' liability insurance policy provided by Warburg
Pincus in connection with their service on our board of directors. Mr. Schiff is indemnified by MidOcean Capital Investors, L.P. and is covered
by a supplemental directors' and officers' liability insurance policy provided by MidOcean in connection with his service on our board of
directors.

                                                                        81
                                                PRINCIPAL AND SELLING STOCKHOLDERS

     The following table sets forth information regarding the beneficial ownership of our stock as of May 1, 2005, and as adjusted to give
effect to this offering, by the following persons and entities:

      •
              each of our directors;

      •
              each of our named executive officers;

      •
              all of our executive officers and directors as a group;

      •
              each person, or group of affiliated persons, known to us to beneficially own more than 5% of any class of our voting stock; and

      •
              each selling stockholder.

     Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. The persons as to whom information is given in the table below have sole voting and
investment power over the shares beneficially owned by them, unless otherwise noted in the footnotes following the table. Shares of common
stock subject to options or warrants that are currently exercisable or exercisable within 60 days of May 1, 2005 (June 30, 2005) are deemed to
be outstanding and beneficially owned by the person holding such options or warrants. These shares, however, are not considered outstanding
when computing the percentage ownership of any other person.

    Percentage of beneficial ownership is based on 59,733,177 shares of Class A common stock outstanding on May 1, 2005, as if the
Recapitalization had occurred on that date, and assuming no exercise of the underwriters' option.

                                                               Shares Beneficially Owned                              Shares Beneficially Owned
                                                                 Prior to this Offering                                 After this Offering(1)

                                                                                                       Shares
Name and Address(2)                                                                                 Being Offered

                                                             Number                 Percentage                       Number            Percentage

Warburg, Pincus Equity Partners, L.P.(3)                     47,302,500 (4)                71.57%                             (5 )                  %
MidOcean Capital Investors, L.P.                              8,338,791 (6)                13.94%
ABS Capital Partners Entities(7)                              3,538,312 (8)                 5.92%
Jeffrey E. Ganek                                              1,734,458 (9)                 2.86%
Michael Lach                                                    630,208 (10)                1.04%
Jeffrey Babka                                                   228,668 (11)                    *
Mark D. Foster                                                1,702,056 (12)                2.80%
John Malone                                                     349,999 (13)                    *
James G. Cullen                                                  82,723 (14)                    *
Henry Geller                                                     82,723 (15)                    *
Dr. Henry Kressel                                            47,385,223 (16)               71.60%
Joseph P. Landy                                              47,385,223 (17)               71.60%
Dr. Kenneth A. Pickar                                            82,723 (18)                    *
Frank L. Schiff                                               8,338,791 (19)               13.94%
All directors and executive officers as a group
(13 persons)                                                 60,954,014 (20)               87.12%


*
          Denotes less than 1% ownership.

(1)
          Assumes no exercise of the underwriters' option.
(2)
      An aggregate of 42,705,817 shares of our capital stock owned by the Warburg Pincus Entities, MidOcean Capital Investors, L.P., the
      ABS Capital Partners Entities and members and former

                                                                   82
      members of our management are held in a voting trust, the terms and conditions of which are set forth in a voting trust agreement dated
      September 24, 2004. The voting trust has shared voting power with respect to these shares. The name and address of the trustees of the
      voting trust are Lynn Etheridge Davis, 1200 South Hayes Street Arlington, VA 22202, and Edward J. Hawie, 191 Peachtree Street, #191
      Atlanta, GA 30303. The voting trust will remain in effect unless and until a "Termination Event," as specified in the voting trust
      agreement, occurs.

(3)
        The stockholders are Warburg, Pincus Equity Partners, L.P., or WPEP; Warburg, Pincus Netherlands Equity Partners I, CV, or
        WPNEPI; and Warburg, Pincus Netherlands Equity Partners III, CV, or WPNEPIII. WPEP, WPNEPI and WPNEPIII are collectively
        referred to herein as the Warburg Pincus Entities. Warburg Pincus Partners LLC, a New York limited liability company, or WP Partners
        LLC, which is a subsidiary of Warburg Pincus & Co., a New York general partnership, or WP, is the sole general partner of the
        Warburg Pincus Entities. The Warburg Pincus Entities are managed by Warburg Pincus LLC, a New York limited liability company, or
        WP LLC. Due to the respective relationship among the Warburg Pincus Entities, each of the Warburg Pincus Entities, WP Partners
        LLC, WP and WP LLC may be deemed to have shared beneficial ownership of these shares, although each entity disclaims beneficial
        ownership of the shares owned of record by any other entity. The address of each of the Warburg Pincus Entities, WP Partners LLC,
        WP and WP LLC is 466 Lexington Avenue, New York, New York 10017.

(4)
        Consists of (i) 44,700,867 shares (33,346,250 of which are held in the voting trust) held by WPEP (including 6,011,509 shares issuable
        upon exercise of a warrant), (ii) 2,365,122 shares (1,764,352 of which are held in the voting trust) held by WPNEPI (including 318,066
        shares issuable upon exercise of two warrants), and (iii) 236,511 shares (176,435 of which are held in the voting trust) held by
        WPNEPIII (including 31,808 shares issuable upon exercise of a warrant). Each of the warrants described above is exercisable at any
        time prior to December 7, 2009.

(5)
        Consists of (i) • shares ( • of which will be held in the voting trust) held by WPEP (including • shares issuable upon
        exercise of a warrant), (ii) • shares ( • of which will be held in the voting trust) held by WPNEPI (including • shares issuable
        upon exercise of two warrants), and (iii) • shares ( • of which will be held in the voting trust) held by WPNEPIII
        (including • shares issuable upon exercise of a warrant). Each of the warrants described above is exercisable at any time prior to
        December 7, 2009.

(6)
        Consists of (i) 8,256,068 shares (5,429,027 of which are held in the voting trust) held by MidOcean Capital Investors, L.P., or MCILP,
        and (ii) 82,723 shares of which Frank L. Schiff, one of our directors and a managing director of entities that indirectly control MCILP,
        has the right to acquire beneficial ownership on or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan. MidOcean Capital
        Partners L.P., or MCP, is the general partner of MCILP. MidOcean US Advisor L.P., or US Advisor, manages MCILP and MCP, and
        other affiliated entities control both MCP and US Advisor. Due to the relationships among MCILP, MCP, US Advisor and the
        additional affiliated entities, each of these entities may be deemed to have beneficial ownership of these shares, although each entity
        disclaims beneficial ownership of shares owned of record by any other person or entity. The address for each of MCILP, MCP, US
        Advisor and the affiliated MidOcean entities is 320 Park Avenue, 17 th Floor, New York, New York 10022.

(7)
        The "ABS Capital Partners Entities" are ABS Capital Partners IV, L.P.; ABS Capital Partners IV Offshore, L.P.; ABS Capital Partners
        IV-A, L.P.; and ABS Capital Partners IV Special Offshore, L.P. The address of each of the ABS Capital Partners Entities is 400 East
        Pratt Street, Baltimore, Maryland 21202.

(8)
        Consists of (i) 3,131,046 shares (629,405 of which are held in the voting trust) held by ABS Capital Partners IV, L.P., (ii) 104,829
        shares (21,072 of which are held in the voting trust) held by ABS Capital Partners IV-A, L.P., (iii) 179,828 shares (36,149 of which are
        held in the voting trust) held

                                                                       83
       by ABS Capital Partners IV Offshore, L.P., and (iv) 122,609 shares (24,647 of which are held in the voting trust) held by ABS Capital
       Partners IV Special Offshore, L.P.

(9)
         Includes 410,900 shares held in the voting trust and 989,952 shares of which Mr. Ganek has the right to acquire beneficial ownership on
         or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan.

(10)
         Consists of 630,208 shares of which Mr. Lach has the right to acquire beneficial ownership on or before June 30, 2005, pursuant to our
         1999 Equity Incentive Plan.

(11)
         Consists of 228,668 shares of which Mr. Babka has the right to acquire beneficial ownership on or before June 30, 2005, pursuant to our
         1999 Equity Incentive Plan.

(12)
         Includes 410,900 shares held in the voting trust and 957,550 shares of which Mr. Foster has the right to acquire beneficial ownership on
         or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan.

(13)
         Consists of 349,999 shares of which Mr. Malone has the right to acquire beneficial ownership on or before June 30, 2005, pursuant to
         our 1999 Equity Incentive Plan.

(14)
         Consists of 82,723 shares of which a trust established by Mr. Cullen for the benefit of his children has the right to acquire beneficial
         ownership on or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan.

(15)
         Consists of 82,723 shares of which Mr. Geller has the right to acquire beneficial ownership on or before June 30, 2005, pursuant to our
         1999 Equity Incentive Plan.

(16)
         Consists of (i) all shares held by the Warburg Pincus Entities, and (ii) 82,723 shares of which Dr. Kressel has the right to acquire
         beneficial ownership on or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan. Dr. Kressel is a General Partner of WP
         and a Managing Director and Member of WP LLC. Dr. Kressel disclaims beneficial ownership of all shares owned by the Warburg
         Pincus Entities. The address of Dr. Kressel is c/o Warburg Pincus, 466 Lexington Avenue, New York, New York 10017.

(17)
         Consists of (i) all shares held by the Warburg Pincus Entities, and (ii) 82,723 shares of which Mr. Landy has the right to acquire
         beneficial ownership on or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan. Mr. Landy is a Managing General Partner
         of WP and the Co-President and a Managing Member of WP LLC. Mr. Landy disclaims beneficial ownership of all shares owned by
         the Warburg Pincus Entities. The address of Mr. Landy is c/o Warburg Pincus, 466 Lexington Avenue, New York, New York 10017.

(18)
         Consists of 82,723 shares of which Dr. Pickar has the right to acquire beneficial ownership on or before June 30, 2005, pursuant to our
         1999 Equity Incentive Plan.

(19)
         Consists of (i) 8,256,068 shares held by MCILP, and (ii) 82,723 shares of which Mr. Schiff has the right to acquire beneficial ownership
         on or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan. Mr. Schiff is a managing director of entities that indirectly
         control MCILP. Mr. Schiff disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. The
         address of Mr. Schiff is c/o MidOcean Partners, 320 Park Avenue, 17 th Floor, New York, New York 10022.

(20)
         Includes 41,537,864 shares held in the voting trust and 10,236,320 shares of which our directors and executive officers have the right to
         acquire beneficial ownership on or before June 30, 2005, pursuant to our 1999 Equity Incentive Plan and the Warburg Pincus Entities
         warrants.
     We have agreed to pay all of the expenses of the selling stockholders in this offering other than underwriting discounts and commissions.
In the event the underwriters' option is exercised, the number of shares to be sold by the selling stockholders named above will be increased
proportionately.

                                                                      84
                                 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Voting Trust

     A total of • shares of the aggregate of • shares of our capital stock owned by the Warburg Pincus Entities, MidOcean Capital
Investors, L.P., the ABS Capital Partners Entities and members and former members of our management are held in a voting trust, the terms
and conditions of which are set forth in a voting trust agreement, dated September 24, 2004, by and among us, the Warburg Pincus Entities,
MidOcean Capital Investors, L.P., the ABS Capital Partners Entities, members and former members of our management, and the trustees.
Under this agreement, the trustees have the power to vote the shares held in trust and to execute stockholder consents in any and all
proceedings where the vote or consent of our stockholders may be required or authorized, including the election of directors, except that the
investors may direct the manner in which the shares held in trust are to be voted in connection with the following matters:

     •
            any merger, consolidation or other reorganization of us with or into another corporation;

     •
            the issuance of our capital stock or rights to acquire our capital stock;

     •
            any acquisition by us of another corporation;

     •
            any sale, lease, transfer or other disposition of all or substantially all of our assets;

     •
            our liquidation or the adoption by us of a plan to liquidate; and

     •
            the incurrence or guarantee by us of indebtedness for borrowed money in excess of $10,000,000.

      The Warburg Pincus Entities, MidOcean Capital Investors, L.P. and the ABS Capital Partners Entities may sell the shares owned by them
that are held in trust at any time subject to the restrictions on ownership and transfer set forth in our certificate of incorporation. See
"Description of Capital Stock—Ownership and Transfer Restrictions." Members and former members of our management may only sell their
shares out of the voting trust if there is a sale by the Warburg Pincus Entities, MidOcean Capital Investors, L.P. or the ABS Capital Partners
Entities, in which case members and former members of our management may sell in proportion to the amount sold by these institutional
investors as a whole. All remaining shares beneficially owned by the Warburg Pincus Entities will be released from the voting trust to the
Warburg Pincus Entities if their collective beneficial ownership, including the shares held in trust, falls below 9.9% of our capital stock. All
remaining shares beneficially owned by MidOcean Capital Investors, L.P. or the ABS Capital Partners Entities, respectively, will be released
from the voting trust to either of them if their respective beneficial ownership, including the shares held in trust, falls below 4.95% of our
capital stock. Certain of the selling stockholders may sell shares in this offering that are currently held in trust.

Stockholders Agreement

     We intend to replace our existing stockholders agreement with a new stockholders agreement among the Warburg Pincus Entities,
MidOcean Capital Investors, L.P., the ABS Capital Partners Entities and the trustees of the voting trust. Pursuant to this agreement, we will
agree that, subject to applicable law, compliance with our neutrality requirements, and the rules and regulations of the Securities and Exchange
Commission and the New York Stock Exchange, we will nominate and use our reasonable best efforts to cause to be elected and cause to
remain as directors on our board:

     •
            for as long as the Warburg Pincus Entities collectively beneficially own at least 20% of our outstanding Class A common stock,
            two individuals designated by Warburg Pincus who are reasonably acceptable to us;

     •
            for as long as the Warburg Pincus Entities collectively beneficially own at least 5%, but less than 20%, of our outstanding Class A
            common stock, one individual designated by Warburg Pincus who is reasonably acceptable to us; and

     •
            for as long as MidOcean Capital Investors, L.P. owns at least 2.5% of our outstanding Class A common stock, one individual
            designated by MidOcean who is reasonably acceptable to us.
85
     In the event that our neutrality requirements require that no individual designated by MidOcean Capital Investors, L.P. serve on our board
of directors, MidOcean Capital Investors, L.P. will have the ability to designate one individual to be a non-voting observer of the board of
directors for as long as MidOcean Capital Partners, L.P. beneficially owns at least 2.5% of our outstanding Class A common stock. In addition,
the ABS Capital Partners Entities will have the ability to designate one such individual to be a non-voting observer of the board of directors for
as long as the ABS Capital Partners Entities collectively beneficially own at least 1.25% of our outstanding Class A common stock.

Registration Rights

     We are party to a registration rights agreement with the Warburg Pincus Entities, MidOcean Capital Investors, L.P. and the ABS Capital
Partners Entities. The selling stockholders are offering an aggregate of • shares of our Class A common stock for sale in this offering
pursuant to the registration rights agreement. Immediately after this offering, these stockholders will hold an aggregate of • shares of our
Class A common stock, including shares held in the voting trust, with respect to which we will continue to have registration obligations under
the registration rights agreement.

     The existing stockholders party to the registration rights agreement have the right to require, subject to certain conditions, that we register
the shares of our Class A common stock held by them, which demand may be for shelf registration. The Warburg Pincus Entities collectively
are entitled to make three such demands, one of which has been used in connection with this offering, and of which two may be demands for
shelf registration. MidOcean Capital Investors, L.P. is entitled to make two such demands, of which one may be a demand for shelf registration.
The ABS Capital Partners Entities collectively are entitled to make one such demand, which may be a demand for shelf registration. No such
demand may be made by a stockholder within nine months of selling shares in a demand registration. These stockholders also have piggy-back
rights, subject to certain conditions and exceptions, to include their shares on any registration statement we file with respect to an offering of
securities, whether for our account or the account of any other person.

     We have agreed to pay the registration expenses of the stockholders selling their shares of our Class A common stock pursuant to the
registration rights agreement (including the registration expenses of the selling stockholders in this offering), including, but not limited to, the
payment of federal securities law and state blue sky registration fees and the reasonable fees and expenses of one counsel to the holders of
shares subject to the registration rights agreement, except that we will not bear any underwriters' discounts and commissions or similar fees.
We have agreed to indemnify each selling stockholder for certain violations of federal or state securities laws in connection with any
registration statement in which such selling stockholder sells its shares of our Class A common stock pursuant to the registration rights
agreement. Each selling stockholder in turn has agreed to indemnify us for federal or state securities law violations that occur in reliance upon
written information provided by it for use in the registration statement.

    In addition, Melbourne IT Limited has registration rights in connection with shares of our Class A common stock that it has the right to
acquire. See "—Other Transactions."

     The registration rights granted with respect to these shares survive until all such shares have been sold under an effective registration
statement, have been transferred or are freely transferable under the Securities Act, or have ceased to be outstanding. The selling stockholders
and Melbourne IT Limited have agreed with the underwriters not to exercise such registration rights or dispose of or otherwise transfer, subject
to certain limitations, any shares of our Class A common stock or any securities convertible into shares of our Class A common stock for a
period of at least 180 days from the date of the final prospectus.

                                                                         86
Warrants

     Four warrants to acquire a total of 6,361,383 shares of our Class A common stock were outstanding on May 1, 2005, assuming the
Recapitalization had occurred as of that date. These warrants, which are held by the Warburg Pincus Entities, are exercisable in full or in part at
any time prior to December 7, 2009 for an exercise price of $0.0667 per share (as adjusted for the Recapitalization). Under the terms of the
warrants, in lieu of paying the exercise price in cash, the Warburg Pincus Entities may elect to receive a payment in shares of our common
stock equal to (a) the number of shares as to which the payment is being elected, multiplied by (b) the difference between the market price and
the exercise price of these shares. For this purpose, "market price" is based on the average closing price of our common stock for the 15
consecutive trading days preceding the exercise election by the Warburg Pincus Entities.

     The exercise price and number of shares subject to the warrants are subject to adjustment in the event of our issuance or sale of common
stock for less than the warrant exercise price; a stock split, reverse stock split or stock dividend relating to our common stock; a reorganization
or reclassification of our capital stock; or another significant corporate event in which holders of our common stock are entitled to receive
stock, securities, cash or other property with respect to, or in exchange for, our common stock. We may not effect specified corporate events
(including a consolidation, merger or sale of substantially all of our assets) unless the successor corporation agrees to assume obligations under
the warrants.

Other Transactions

      Pursuant to a joint venture formation agreement dated April 27, 2001 by and between NeuStar and Melbourne IT Limited, we hold a 90%
interest in NeuLevel, Inc. and Melbourne IT owns the remaining 10% interest. We have entered into an agreement with Melbourne IT Limited
pursuant to which Melbourne IT Limited serves as a registrar for domain names within the .biz top-level domain. During the years ended
December 31, 2002, 2003 and 2004, the Company recorded approximately $394,000, $377,000 and $512,000 respectively, in revenue from
MIT related to domain name registration services and other nonrecurring revenues from IP claim notification services and pre-registration
services. In addition, pursuant to the joint venture formation agreement, Melbourne IT Limited has the right to purchase from us, within
30 days after the closing of this offering, up to $20 million of our Class A common stock at the initial public offering price per share. Based on
the midpoint of the range set forth on the cover page of this prospectus, if it exercises this right, Melbourne IT Limited may acquire up
to • shares of our Class A common stock. If Melbourne IT Limited exercises this right, we will issue these shares to Melbourne IT Limited
in a private placement transaction outside of this offering. At the underwriters' request, Melbourne IT Limited will agree to restrictions on
transfers of our stock similar to those that will apply to our directors, officers and other significant stockholders for a period not to exceed
180 days. Melbourne IT Limited will have one demand right, subject to certain minimums, to require that we file a registration statement on
Form S-3 or similar form when we are eligible to use that form to register the sale of its shares of our Class A common stock and will have
certain piggy-back rights to include its shares of our Class A common stock for sale in any future registered public offerings of our Class A
common stock.

     In January 2003, we acquired BizTelOne, Inc., a provider of clearinghouse-based operating support services, for $2.5 million in cash, plus
a $700,000 earn-out amount accrued in 2004. The earn-out was paid in March 2005 to BizTelOne's prior stockholders, including John Malone,
our Senior Vice President, Sales and Business Development.

     During the fiscal years ended December 31, 2002, December 31, 2003 and December 31, 2004, we received architectural services for our
leased office spaces from a company owned by the brother of Jeffrey Ganek, our Chairman and CEO. The amounts paid to the related party
during the years ended December 31, 2002, December 31, 2003 and December 31, 2004, respectively, were approximately $24,000, $38,000
and $117,000.

                                                                        87
                                                   RECAPITALIZATION TRANSACTIONS

     Prior to the Recapitalization, we have authorized 100,000,000 shares of common stock, $0.002 par value per share, and 52,700,000 shares
of preferred stock, $0.01 par value per share. As of May 1, 2005, on a pre-Recapitalization basis, there were 4,498,343 shares of common stock
outstanding, options outstanding to purchase 10,162,983 shares of common stock under our 1999 Equity Incentive Plan, and warrants
outstanding to purchase 4,543,845 shares of common stock. In addition, as of May 1, 2005, there were 100,000 shares of Series B Voting
Convertible Preferred Stock outstanding, 28,569,692 shares of Series C Voting Convertible Preferred Stock outstanding, and 9,098,525 shares
of Series D Voting Convertible Preferred Stock outstanding.

Recapitalization

     Immediately prior to the closing of this offering, all of our outstanding preferred stock will be converted into shares of our common stock,
we will amend our certificate of incorporation to provide for Class A common stock and Class B common stock, and we will split each share of
our common stock into 1.4 shares of Class B common stock by means of a reclassification. The reclassification has been structured to impose
the restrictions on ownership and transfer of our capital stock contained in our certificate of incorporation.

Common Stock Conversion

     Each share of Class B common stock will be convertible at the option of the holder into one share of Class A common stock. Our Class A
common stock is not convertible. Our Class A common stock and Class B common stock will otherwise be identical, except that our Class B
common stock will not be registered under federal securities laws and will therefore have no public market. We anticipate that all holders of
Class B common stock will ultimately convert their shares into shares of Class A common stock, after which no shares of Class B common
stock will be outstanding.

Preferred Stock Conversion

     Immediately prior to the closing of this offering, all of our outstanding shares of preferred stock will be converted into shares of Class B
common stock. Immediately prior to that time, we will pay the accrued and unpaid dividend on our preferred stock. Assuming this offering is
consummated on June 30, 2005, the dividend on our preferred shares will be $6.3 million in the aggregate. Currently, shares of our preferred
stock convert into shares of our common stock at a ratio of 1-for-1, except for our existing Series B Voting Convertible Preferred Stock, which
converts at a ratio of 5-for-1. However, the conversion ratios of each series of our preferred stock will be adjusted to reflect the 1.4-for-1 split
that will be effected by virtue of the reclassification of our common stock. In addition, we anticipate that we will receive conversion elections
from the holders of all of our outstanding preferred stock to convert immediately their shares of Class B common stock into shares of Class A
common stock. If those elections are received, as we anticipate, upon the closing of this offering, holders of our preferred stock will receive
53,435,497 shares of our Class A common stock in the aggregate.

      Upon completion of this offering, we will have no shares of preferred stock outstanding, and our certificate of incorporation will provide
that all of our authorized preferred stock will be undesignated preferred stock.

                                                                         88
Options and Other Grants Under Equity Incentive Plans

      All shares issuable under our 1999 Equity Incentive Plan, including shares issued upon exercise of outstanding options, will be shares of
Class A common stock. In addition, in accordance with our authorization to make equitable adjustments under our 1999 Equity Incentive Plan
in the event of a recapitalization, among other things, all of our outstanding options will be adjusted to reflect to reflect the 1.4-for-1 split that
will be effected by virtue of the reclassification of our common stock. The aggregate number of shares covered by each outstanding option will
be increased and the exercise price per share covered by each outstanding option will be decreased to reflect this adjustment.

Future Elimination of Class B Common Stock

     We anticipate that all holders of Class B common stock will ultimately convert their shares to Class A common stock in order to access
the public markets, after which no shares of Class B common stock will be outstanding. As soon as practicable after all shares of Class B
common stock have converted to Class A common stock, we intend to propose amending our certificate of incorporation to eliminate the
Class B common stock.

                                                                          89
                                                    DESCRIPTION OF CAPITAL STOCK

General

     As of May 1, 2005, there were 148 holders of our common stock, after giving effect to the Recapitalization as if it had occurred on that
date. After completion of the Recapitalization and upon the closing of this offering, our authorized capital stock will consist of 200,000,000
shares of Class A common stock, $0.001 par value per share, 100,000,000 shares of Class B common stock, $0.001 par value per share and
100,000,000 shares of preferred stock, $0.001 par value per share.

     The following is a summary of the rights of our common stock and preferred stock. This summary assumes that the Recapitalization has
occurred and that we have amended our certificate of incorporation, which will occur immediately prior to the closing of this offering. For
more detailed information, please see our certificate of incorporation, which is filed as an exhibit to the registration statement of which this
prospectus is a part.

Common Stock

     Class A Common Stock

     Dividend rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding
shares of Class A common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our board of
directors may from time to time determine. If declared, dividends must be paid equally to holders of Class A common stock and Class B
common stock.

      Voting rights. Each common stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote
of stockholders. Cumulative voting for the election of directors is not provided for in our certificate of incorporation, which means that the
holders of a majority of the shares voted can elect all of the directors then standing for election. Some of our shares of common stock are
subject to a voting agreement, and some holders of our Class A common stock have entered into a stockholders agreement regarding the
election of directors. See "Certain Relationships and Related Party Transactions—Voting Trust" and "—Stockholders Agreement." Except to
the extent required by law, Class A common stock and Class B common stock vote together as a single class on all matters submitted to our
stockholders for approval.

    No preemptive or similar rights.     Our Class A common stock is not entitled to preemptive rights and is not subject to conversion or
redemption.

      Right to receive liquidation distributions. Upon our liquidation, dissolution or winding up, the assets legally available for distribution to
our stockholders are distributable ratably to the holders of our Class A common stock, Class B common stock and any participating preferred
stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding preferred stock and payment of other claims
of creditors. Each outstanding share of Class A common stock is, and all shares of Class A common stock to be outstanding upon completion
of this offering will be, fully paid and non-assessable.

     Class B Common Stock

    Our Class B common stock is substantially identical to our Class A common stock, except that the Class B common stock has no public
market. Shares of Class B common stock may be exchanged for shares of Class A common stock at any time, at the election of the holder.
Once converted, shares of Class B common stock will be treated as authorized but unissued shares.

                                                                        90
     We anticipate that all holders of Class B common stock will ultimately convert their shares to Class A common stock in order to access
the public markets, after which no shares of Class B common stock will be outstanding. As soon as practicable after all shares of Class B
common stock have converted to Class A common stock, we intend to propose amending our certificate of incorporation to eliminate the
Class B common stock.

Preferred Stock

      Following the offering, our board of directors will be authorized, subject to the limits imposed by the Delaware General Corporation Law,
to issue up to 100,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in
each series, and to fix the rights, preferences, privileges, qualifications, limitations and restrictions of the shares of each wholly unissued series.
Our board of directors will also be authorized to increase or decrease the number of shares of any series, but not below the number of shares of
that series then outstanding, without any further vote or action by our stockholders.

     Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that affect adversely the voting
power or other rights of our Class A and Class B common stockholders. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could have the effect of delaying, deferring or preventing a change in
control, causing the market price of our Class A common stock to decline, or impairing the voting and other rights of the holders of our Class A
common stock and Class B common stock. We have no current plans to issue any shares of preferred stock.

Ownership and Transfer Restrictions

      Subject to limited exceptions, our certificate of incorporation generally prohibits any telecommunications service provider or any affiliate
of a telecommunications service provider from beneficially owning, directly or indirectly, 5% or more of our outstanding capital stock
following this offering. If a NeuStar stockholder experiences a change in status or other event that results in the stockholder violating this
restriction, or if any transfer of our stock occurs that, if effective, would violate this restriction, our certificate of incorporation requires that the
excess shares (i.e., the shares that cause the violation of the restriction) be sold back to NeuStar or, if NeuStar does not elect to purchase them,
to a third party whose beneficial ownership will not violate the restriction. In addition, pending a required divestiture of these excess shares, the
holder whose beneficial ownership violates the 5% restriction may not vote our shares that it holds in excess of the 5% threshold. If our board
of directors, or its permitted designee, determines that a transfer, attempted transfer or other event violating this restriction has taken place, we
must take whatever action we deem advisable to prevent or refuse to give effect to the transfer, including refusal to register the transfer,
disregard of any vote of the shares by the prohibited owner, or the institution of proceedings to enjoin the transfer.

      Our board of directors has the authority to make determinations as to whether any particular holder of our capital stock is a
telecommunications service provider or an affiliate of a telecommunications service provider. Any person who acquires, or attempts or intends
to acquire, beneficial ownership of our stock that will or may violate this restriction must notify us as provided in our certificate of
incorporation. In addition, following this offering, any person who becomes the beneficial owner of 5% or more of our stock must notify us and
certify that such person is not a telecommunications service provider or an affiliate of a telecommunications service provider. If a 5%
stockholder fails to supply the required certification, we are authorized to treat that stockholder as a prohibited owner—meaning that we may
elect to purchase the excess shares or require that the excess shares be sold to a third party whose ownership will not violate the restriction. We
may request additional information from our stockholders in order to ensure compliance with this restriction. Our board will treat any "group,"
as that term is defined in Section 13(d)(3) of the Securities Exchange Act

                                                                           91
of 1934, as a single person for purposes of applying the ownership and transfer restrictions in our certificate of incorporation.

     Nothing in our certificate of incorporation restricts our ability to purchase shares of our capital stock. If a purchase by us of shares of our
capital stock results in an increase in a stockholder's percentage interest in our outstanding capital stock over the 5% threshold, such
stockholder must deliver the required certification regarding such stockholder's status as a telecommunications service provider or affiliate of a
telecommunications service provider. In addition, to the extent that a repurchase by us of shares of our capital stock causes any stockholder to
violate the restrictions on ownership and transfer contained in our certificate of incorporation, that stockholder will be subject to all of the
provisions applicable to prohibited owners, including required divestiture and loss of voting rights.

     The standards for determining whether an entity is a "telecommunications service provider" are established by the FCC. In general, a
telecommunications service provider is an entity that offers telecommunications services to the public at large, and is, therefore, providing
telecommunications services on a common carrier basis. Moreover, a party will be deemed to be an affiliate of a telecommunications service
provider if that party controls, is controlled by, or is under common control with, a telecommunications service provider. A party is deemed to
control another if that party, directly or indirectly:

     •
            owns 10% or more of the total outstanding equity of the other party;

     •
            has the power to vote 10% or more of the securities having ordinary voting power for the election of the directors or management
            of the other party; or

     •
            has the power to direct or cause the direction of the management and policies of the other party.

     The standards for determining whether an entity is a telecommunications service provider or an affiliate of a telecommunications service
provider and the rules applicable to telecommunications service providers and their affiliates are complex and may be subject to change. Each
stockholder will be responsible for notifying us if it is a telecommunications service provider or an affiliate of a telecommunications service
provider.

     No entity may acquire shares in this offering that would result in that entity owning 5% or more of our outstanding capital stock.

Anti-takeover Effects of Provisions of Our Certificate of Incorporation and Bylaws

    Provisions of our certificate of incorporation and bylaws that will be effective upon the closing of this offering may have the effect of
making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of NeuStar.
Specifically, our certificate of incorporation and bylaws:

     •
            authorize the issuance of "blank check" preferred stock that could be used by our board of directors to thwart a takeover attempt;

     •
            prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of our stock to
            elect some directors;

     •
            establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be
            elected to serve from the time of election and qualification until the third annual meeting following election;

     •
            require that directors only be removed from office for cause;

                                                                         92
     •
            provide that vacancies on the board of directors, including newly-created directorships, may be filled only by a majority vote of
            directors then in office;

     •
            limit who may call special meetings of stockholders;

     •
            prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

     •
            establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that
            can be acted upon by stockholders at stockholder meetings.

      These provisions could cause the price of our Class A common stock to decrease. They also could make it more difficult for stockholders
to take specific corporate actions and could have the effect of delaying or preventing a change in control.

Registration Rights

      Upon completion of this offering, an aggregate of • outstanding shares of our Class A common stock will continue to be the subject of
registration rights granted to the Warburg Pincus Entities, MidOcean Capital Investors, L.P. and the ABS Capital Partners Entities. See
"Certain Relationships and Related Party Transactions—Registration Rights." In addition, if Melbourne IT Limited exercises its right to
purchase up to $20 million of our Class A common stock at the initial public offering price in a private placement transaction by us, it will have
registration rights with respect to those shares of our Class A common stock. See "Certain Relationships and Related Party
Transactions—Other Transactions." The Warburg Pincus Entities, MidOcean Capital Investors, L.P., the ABS Capital Partners Entities and
Melbourne IT Limited have agreed with the underwriters not to exercise such registration rights and not to dispose of or otherwise transfer,
subject to certain limitations, any shares of our Class A common stock or any securities convertible into shares of our Class A common stock
for a period of at least 180 days from the date of the final prospectus.

Transfer Agent and Registrar

     The transfer agent and registrar for our Class A common stock is Wachovia Bank, N.A.

New York Stock Exchange Listing

     We have applied to have our Class A common stock listed on the New York Stock Exchange under the symbol "NSR."

                                                                       93
                                          POTENTIAL CLAIMS RELATED TO OUR OPTIONS

     In connection with grants of options and issuance of phantom stock under our equity incentive plans, we relied in part on the exemption
from the registration requirements of the Securities Act of 1933 afforded by Rule 701 promulgated thereunder. From March 2002 through
February 2005, although we complied with the volume limitations set forth in Rule 701 under the Securities Act, we did not supply the holders
of options granted under our 1999 Equity Incentive Plan with our financial statements or information about the risks associated with investment
in our securities, as required to comply with Rule 701 under the Securities Act. Shares issued upon exercise of options granted during this time
were issued in violation of Section 5 of the Securities Act of 1933. In addition, we did not make certain required filings in California and
Maryland and comply with other requirements in California, including requirements to deliver similar financial information, to qualify the
issuance of our options under the securities laws in those states. As a result, regulators could impose monetary fines or other sanctions as
provided under these federal and state laws. In addition, holders of those options and shares acquired upon exercise of such options may have
rescission rights against us. We believe that the number of outstanding shares of Class A common stock for which the holders may seek
rescission from us is 412,106 on a post-Recapitalization basis, which shares are held by approximately 31 different individuals. We received
aggregate proceeds of approximately $117,000 from the exercise of the options pursuant to which these shares were issued, at a weighted
average exercise price of $0.28 per share on a post-Recapitalization basis. Further, we believe that the outstanding options for which the
holders may seek rescission from us cover approximately 1,366,468 shares of Class A common stock on a post-Recapitalization basis, which
options are held by approximately 75 different individuals. The aggregate exercise price of these options is approximately $9,354,500, at a
weighted average exercise price of approximately $6.85 per share on a post-Recapitalization basis. If we are required, or elect to, make
rescission offers to the holders of these shares and options, and if such offers are accepted, in general we would be required to make payments
to the holders equal to the purchase price of such shares issued and the value of options granted in violation of applicable federal and state
securities laws plus statutory interest. Moreover, our financial exposure could be higher if so determined by courts or regulators. Based upon
the public offering price in this offering of $ • per share, we believe that, even if we were to make a rescission offer, it is unlikely that any
holder would opt to rescind his or her options or shares.

                                                                       94
                                                   SHARES ELIGIBLE FOR FUTURE SALE

      Immediately prior to this offering, there was no public market for our common stock. We can make no predictions as to the effect, if any,
that sales of shares of Class A common stock or the availability of shares of Class A common stock for sale will have on the market price of
our Class A common stock. Nevertheless, sales of significant amounts of our Class A common stock in the public market, or the perception that
such sales may occur, could adversely affect market prices.

      Upon completion of this offering, we will have • shares of Class A common stock outstanding, including those shares of Class A
common stock offered by the selling stockholders, assuming no exercise of outstanding options or warrants after March 31, 2005 and assuming
Melbourne IT Limited does not exercise its right to purchase from us, within 30 days of the closing of this offering, up to $20 million of our
Class A common stock at the initial public offering price. This discussion assumes that the Recapitalization has occurred. All of the shares sold
in this offering will, subject to restrictions on ownership and transfer of our capital stock contained in our certificate of incorporation, be freely
tradable without restriction or further registration under the Securities Act of 1933, except for any such shares held or acquired by our
"affiliates," as such term is defined under Rule 144 of the Securities Act. Shares held by our affiliates may be sold only if registered under the
Securities Act or sold in accordance with an applicable exemption from registration, such as Rule 144.

     The remaining • shares of our Class A common stock outstanding upon completion of this offering will be restricted securities, as
defined under Rule 144, and may not be sold publicly unless they are registered under the Securities Act or sold pursuant to Rule 144, Rule 701
or another exemption from registration.

Rule 144

     In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person, or persons whose shares are
aggregated, including an affiliate, who has beneficially owned restricted securities for at least one year would be entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of:

     •
              1% of the number of shares of common stock then outstanding, which will equal approximately          • shares of our Class A
              common stock immediately after this offering; or

     •
              the average weekly trading volume of our Class A common stock on the New York Stock Exchange during the four calendar
              weeks before a notice on Form 144 with respect to such sale is filed.

     Sales under Rule 144 are also subject to other requirements regarding the manner of sale, notice and the availability of current public
information about us.

Rule 144(k)

      Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who
has beneficially owned the shares proposed to be sold for at least two years (including the holding period of any prior owner other than an
affiliate of ours), is entitled to sell those shares without complying with the manner of sale, notice, volume limitation or current public
information provisions of Rule 144.

Rule 701

     Under Rule 701, shares of our common stock acquired upon exercise of currently outstanding options or pursuant to other rights granted
under our stock or other compensatory plans or agreements may be resold, to the extent not subject to lock-up agreements, (1) by persons other
than affiliates,

                                                                         95
beginning 90 days after the effective date of this offering, subject only to the manner of sale provisions of Rule 144, and (2) by affiliates,
subject to the manner of sale, current public information, and filing requirements of Rule 144, in each case, without compliance with the
one-year holding period requirement of Rule 144.

Lock-up Agreements

      We, all of our directors and executive officers, the selling stockholders, Melbourne IT Limited and some of our other stockholders have
agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, and J.P. Morgan
Securities Inc., we and they will not, subject to limited exceptions, directly or indirectly offer, sell, contract to sell, announce any intention to
sell, pledge or otherwise dispose of, or file a registration statement under the Securities Act relating to, any shares of our Class A common
stock or securities or other rights convertible into or exchangeable or exercisable for any shares of our Class A common stock (including
Class B common stock) for a period of 180 days, subject to certain extensions, after the date of this prospectus. See "Underwriting." Upon the
expiration of this 180-day lock-up period, substantially all of these shares will become eligible for sale, subject to the restrictions discussed
above.

Stock Options

     We intend to file a registration statement on Form S-8 under the Securities Act covering approximately • shares of Class A common
stock reserved for issuance under our stock incentive plans. The Form S-8 registration statement is expected to be filed within 180 days after
the date of this prospectus and to be effective upon filing. Shares registered under the Form S-8 registration statement and held by non-affiliates
will be available for sale in the open market after the effective date of the registration statement, subject to vesting and contractual restrictions.
Rule 144 volume limitations will apply to shares registered under the Form S-8 registration statement that are held by our affiliates.

Registration Rights

     Upon completion of this offering, an aggregate of • outstanding shares of our Class A common stock will continue to be the subject of
registration rights granted to the Warburg Pincus Entities, MidOcean Capital Investors, L.P. and the ABS Capital Partners Entities. See
"Certain Relationships and Related Party Transactions—Registration Rights." In addition, if Melbourne IT Limited exercises its right to
purchase from us up to $20 million of our Class A common stock at the initial public offering price in a private placement transaction, it will
have registration rights with respect to those shares of our Class A common stock. See "Certain Relationships and Related Transactions." These
registration rights are subject to the 180-day lock-up restriction agreed to by the Warburg Pincus Entities, MidOcean Capital Investors, L.P.,
the ABS Capital Partners Entities and Melbourne IT Limited with the underwriters described above under "—Lock-Up Agreements."

                                                                          96
                       U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

      The following is a general discussion of the material U.S. federal income tax consequences that may be relevant to a non-U.S. holder (as
defined below) of our Class A common stock. This discussion is based on current provisions of the Internal Revenue Code of 1986, as
amended, or the Code, Treasury Regulations and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of
which are subject to change, possibly with retroactive effect. This discussion addresses only persons that hold shares of our common stock as a
capital asset (generally, property held for investment) and does not address all aspects of U.S. federal income taxation that may be relevant in
light of a particular non-U.S. holder's special tax status or situation. In particular, this discussion does not address the tax consequences to U.S.
expatriates, insurance companies, banks or other financial institutions, tax-exempt organizations, common trust funds, dealers in securities or
currency, partnerships or other pass-through entities, investors that hold shares of our Class A common stock as part of a hedge, straddle or
conversion transaction, passive foreign investment companies, foreign personal holding companies or controlled foreign corporations. This
discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction.

     For purposes of this discussion, a non-U.S. holder is any individual, corporation, estate or trust that is a beneficial holder of shares of our
Class A common stock and that is not, for U.S. federal income tax purposes:

     •
             an individual citizen or resident of the United States;

     •
             a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, that is created or organized under the
             laws of the United States, any state thereof or the District of Columbia;

     •
             an estate whose income is subject to U.S. federal income taxation regardless of its source; or

     •
             a trust (1) if a U.S. court is able to exercise primary supervision over the trust's administration and one or more U.S. persons have
             the authority to control all of the trust's substantial decisions or (2) which has made an election to be treated as a U.S. person.

     If a partnership or other pass-through entity holds shares of our Class A common stock, the tax treatment of a partner or owner of such
partnership or other pass-through entity generally will depend upon the status of the partner or owner and the activities of the partnership or
pass-through entity. Accordingly, we urge partnerships and other pass-through entities that hold shares of our Class A common stock and
partners or owners in such partnerships or pass-through entities to consult their tax advisors.

       You should consult your tax advisor in determining the tax consequences to you of purchasing, owning and disposing of shares of
our Class A common stock, including the application of U.S. federal income and estate tax considerations, as well as the application of
state, local, foreign and other tax laws.

Dividends

     Distributions on our Class A common stock will constitute dividends to the extent paid out of our current or accumulated earnings and
profits as determined for U.S. federal income tax purposes. Dividends, if any, paid to you generally will be subject to a 30% U.S. federal
withholding tax, subject to reduction or elimination if you are eligible for the benefits of an applicable income tax treaty.

      Dividends that are effectively connected with your conduct of a trade or business within the United States and where a tax treaty applies,
attributable to a permanent establishment in the United States, are not subject to U.S. federal withholding tax, but instead, will be subject to
U.S. federal income tax on a net income basis in the same manner as if you were a U.S. person as defined under

                                                                         97
the Code. In that case, we will not withhold U.S. federal income tax provided that certain certification and disclosure requirements are satisfied.
If you are a corporation, you may be subject to an additional branch profits tax at a rate of 30% or a lower rate specified by an applicable
income tax treaty.

      If you wish to claim the benefit of an applicable treaty rate for dividends you will be required to complete Internal Revenue Service
Form W-8BEN (or other applicable form) and certify under penalty of perjury that (a) you are not a U.S. person as defined under the Code or
(b) if you hold shares of our Class A common stock through certain foreign intermediaries, you satisfy the relevant certification requirements of
applicable Treasury Regulations. Treasury Regulations provide special rules to determine whether, for purposes of determining the
applicability of an income tax treaty, dividends paid to a non-U.S. holder that is an entity should be treated as paid to the entity or to those
holding an interest in that entity.

Gain on the Sale, Exchange or Other Taxable Disposition of Shares

     You generally will not be subject to U.S. federal income tax on any gain recognized on the sale, exchange or other taxable disposition of
shares of our Class A common stock unless:

     •
            you are an individual present in the United States for 183 days or more in the year of the sale, exchange or other taxable
            disposition and certain other requirements are met;

     •
            the income or gain is effectively connected with your conduct of a trade or business within the United States and, where a tax
            treaty applies, is attributable to a permanent establishment; or

     •
            we are or have been, at any time within the shorter of the five-year period preceding such disposition or your holding period for
            our common stock, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code unless
            our stock is regularly traded on an established securities market and you held no more than 5% of our outstanding common stock,
            directly or indirectly, at all times within the shorter of the five-year period preceding such disposition or your holding period for
            our common stock. We believe that we are not currently, and that we will not become, a United States real property holding
            corporation.

     If you are an individual described in the first bullet point immediately above you will be subject to a flat 30% tax on the gain derived from
the sale, which may be offset by U.S. source capital losses, even though you are not considered a resident of the United States. If you are an
individual described in the second bullet point you will be subject to tax on the net gain derived from the sale under regular graduated U.S.
federal income tax rates. If you are a foreign corporation described in the second bullet point, you generally will be subject to tax on its net gain
in the same manner as if you were a U.S. person as defined under the Code and, in addition, you may be subject to the branch profits tax equal
to 30% of your effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

Federal Estate Tax

     If you are an individual and are treated as the owner of, or have made certain lifetime transfers of, an interest in our Class A common
stock, you will be required to include the value of that interest in your gross estate for U.S. federal estate tax purposes and might be subject to
U.S. federal estate tax unless an applicable estate tax treaty provides otherwise. Individuals should note that the definition of resident for
purposes of the U.S. federal estate tax is not the same as the definition of resident for purposes of the U.S. federal income tax.

Backup Withholding and Information Reporting

     We must report annually to you and the Internal Revenue Service the amount of dividends paid to you and any tax withheld from those
dividends. Under the provisions of an applicable income tax

                                                                         98
treaty, copies of the information returns reporting dividends and tax withheld may also be made available to the tax authorities in the country in
which you reside.

     You will be subject to backup withholding on dividends paid to you unless you certify under penalty of perjury that you are a non-U.S.
holder, and the payor does not have actual knowledge or reason to know that you are a U.S. person as defined under the Code, or you otherwise
establish an exemption.

     Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of shares of our
Class A common stock within the United States or conducted through certain U.S. related financial intermediaries, unless you certify under
penalty or perjury that you are a non-U.S. holder, and the payor does not have actual knowledge or reason to know that you are a U.S. person as
defined under the Code, or you otherwise establish an exemption.

      Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against your U.S. federal income tax
liability provided the required information is furnished to the Internal Revenue Service.

     The discussion set forth above is included for general information purposes only and may not be applicable to you depending upon your
particular situation. You should consult your tax advisors regarding the tax consequences of the purchase, ownership and disposition of shares
of our Class A common stock, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes
in U.S. federal or other tax laws.

                                                                       99
                                                               UNDERWRITING

     Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters
named below, for whom Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, and J.P. Morgan Securities Inc. are acting as
representatives, have severally agreed to purchase, and the selling stockholders have severally agreed to sell to them, the number of shares
indicated below:

                                                                                                               Number of
                          Name                                                                                  Shares

                          Morgan Stanley & Co. Incorporated
                          Credit Suisse First Boston LLC
                          J.P. Morgan Securities Inc.
                          Banc of America Securities LLC
                          Bear, Stearns & Co. Inc.
                          Friedman, Billings, Ramsey & Co., Inc.
                          Jefferies & Company, Inc.
                          ThinkEquity Partners LLC

                                 Total

     The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from the selling stockholders
and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of
the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to
certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this
prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters'
over-allotment option described below.

     The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the initial public offering
price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ • a share
under the initial public offering price. Any underwriter may allow, and such dealers may reallow, a concession not in excess of $ • a share
to other underwriters or to certain dealers. After the initial offering of the shares of Class A common stock, the offering price and other selling
terms may from time to time be varied by the representatives.

     The selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase
up to an additional • shares of Class A common stock from them at the initial public offering price listed on the cover page of this
prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent
the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage
of the additional shares of Class A common stock as the number listed next to the underwriter's name in the preceding table bears to the total
number of shares of Class A common stock listed next to the names of all underwriters in the preceding table. If the underwriters' option were
exercised in full, the total price to the public would be $ • , the total underwriters' discounts and commissions would be $ • and the total
proceeds to the selling stockholders would be $ • . We will not receive any of the proceeds from the sale of shares of our Class A common
stock by the selling stockholders.

                                                                       100
     The following table shows the per share and total underwriting discounts and commissions to be paid by the selling stockholders assuming
no exercise and full exercise of the underwriters' over-allotment option to purchase additional shares from the selling stockholders.

                                                                                      Per Share                      Total

                                                                                  No            Full        No                 Full
                                                                                exercise      exercise    exercise           exercise

                    Underwriting discounts and commissions to be
                    paid by the selling stockholders

     Our estimated offering expenses are approximately $ • , which includes legal, accounting and printing costs and various other fees
associated with the registration and listing of the shares of Class A common stock.

     The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares
offered by them.

      We intend to list our Class A common stock on the New York Stock Exchange under the symbol "NSR." In order to meet one of the
requirements for listing the Class A common stock on the New York Stock Exchange, the underwriters have undertaken that, upon completion
of this offering: there will be not less than 1,100,000 publicly held shares of Class A common stock, with an aggregate market capitalization of
not less than $60 million in the United States; they will have sold lots of 100 or more shares of Class A common stock to a minimum of 2,000
beneficial holders; and our global equity market capitalization will be in excess of $500 million.

     We, the selling stockholders, certain of our other stockholders, Melbourne IT Limited and each of our directors and executive officers
have agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, and J.P. Morgan
Securities Inc. on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

     •
            offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
            right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock or
            any securities convertible into or exercisable or exchangeable for shares of Class A common stock, including Class B common
            stock;

     •
            enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
            ownership of the Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common
            stock, including Class B common stock;

     •
            in the case of us or the selling stockholders, file any registration statement with the Securities and Exchange Commission relating
            to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A
            common stock, including Class B common stock;

     •
            in the case of the selling stockholders and our directors and executive officers, make any demand for, or exercise any right with
            respect to, the registration of any shares of Class A common stock or any security convertible into or exercisable or exchangeable
            for Class A common stock, including Class B common stock; or

     •
            publicly announce any intention to effect any transaction specified above,

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise.

                                                                        101
The restrictions described in the immediately preceding paragraph do not apply to:

•
       the sale of shares to the underwriters;

•
       the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security
       outstanding on the date of this prospectus; provided that the underlying shares of Class A common stock and Class B common
       stock issued to those parties who enter into lock-up agreements will continue to be subject to the restrictions described in the
       immediately preceding paragraph;

•
       the issuance by us of shares or options to purchase shares of our common stock to, or the repurchase by us of unvested shares upon
       termination of service from, an employee, director, consultant or other service provider, pursuant to our stock incentive plans in
       effect on the date of this prospectus; provided that the shares or options to purchase shares of Class A common stock and Class B
       common stock issued to our directors or executive officers will be subject to the restrictions described in the immediately
       preceding paragraph;

•
       the filing by us of any registration statement with the Securities and Exchange Commission on Form S-8 relating to the offering of
       securities pursuant to the terms of a plan in effect on the date hereof;

•
       transfers by a person other than us of shares of common stock or any security convertible into common stock as a bona fide gift or
       for no consideration and transfers by a person other than us by will or intestate, provided that in each case, each recipient of such
       shares or convertible securities agrees in writing to be subject to the restrictions described in the immediately preceding paragraph
       and no filing by any party with the Securities and Exchange Commission shall be required or shall be voluntarily made in
       connection with such transfer;

•
       transfers by a person other than us to any trust, partnership or limited liability company for the direct or indirect benefit of such
       person and/or the immediate family of such person for estate planning purposes, provided that (i) the trustee of the trust,
       partnership or the limited liability company, as the case may be, agrees in writing to be subject to the restrictions described in the
       immediately preceding paragraph, (ii) any such transfer shall not involve a disposition for value, and (iii) no filing by any party
       with the Securities and Exchange Commission shall be required or shall be voluntarily made in connection with such transfer;

•
       a sale that is required by the restrictions on ownership and transfer set forth in our certificate of incorporation, see "Description of
       Capital Stock—Ownership and Transfer Restrictions";

•
       the exercise of options or conversion of other convertible securities granted prior to the date of this prospectus to any director or
       executive officer under any benefit plan of ours or the exercise of outstanding options or warrants by our stockholders or
       Melbourne IT Limited; provided that the underlying shares of Class A common stock and Class B common stock will be subject to
       the restrictions described in the immediately preceding paragraph upon exercise or conversion;

•
       transfers by any corporation, partnership, limited liability company or other entity to an affiliate, provided such affiliate agrees in
       writing to be subject to the restrictions described in the immediately preceding paragraph and provided no filing by any party with
       the Securities and Exchange Commission shall be required or shall be voluntarily made in connection with such transfer; or

•
       transactions by any person other than us relating to shares of Class A common stock or other securities acquired in open market
       transactions after the completion of the offering of the shares, so long as no filing by any party with the Securities and Exchange
       Commission shall be required or shall be voluntarily made in connection with such transaction.

                                                                   102
     The 180-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the
180-day restricted period we issue an earnings release or material news or a material event relating to us occurs, or (2) prior to the expiration of
the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the
180-day period, the "lock-up" restrictions described above will continue to apply until the expiration of the 18-day period beginning on the
issuance of the earnings release or the occurrence of the material news or material event.

      In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase
under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares
available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising
the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment
option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must
close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing
that could adversely affect investors who purchase in this offering. As an additional means of facilitating the offering or to cover any
over-allotments, the underwriters may bid for, and purchase, Class A common stock in the open market to stabilize the price of the Class A
common stock. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing the
Class A common stock in the offering, if the syndicate repurchases previously distributed Class A common stock to cover syndicate short
positions or to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common
stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not
required to engage in these activities, and may end any of these activities at any time.

     A prospectus in electronic format may be made available on the websites maintained by one or more underwriters and one or more
underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of shares
to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters
that may make Internet distributions on the same basis as other allocations.

     We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under
the Securities Act.

     The selling stockholders may be deemed to be "underwriters" within the meaning of the Securities Act. Any discounts, commissions,
concessions or profits they earn on any sale of the shares may be underwriting discounts and commissions under the Securities Act. Selling
stockholders who are deemed to be "underwriters" within the meaning of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.

     No entity may acquire shares in this offering that would result in that entity owning 5% or more of our outstanding capital stock.

Relationships with Underwriters

    The underwriters and their affiliates have from time to time provided, and expect to provide in the future, investment banking, commercial
banking and other financial services to us and our affiliates,

                                                                        103
including the selling stockholders, for which they have received and may continue to receive customary fees and commissions. Affiliates of
certain of the underwriters are investors in certain of the selling stockholders.

     We are party to a revolving credit agreement with Bank of America, an affiliate of Banc of America Securities LLC, one of the
underwriters in this offering. The revolving credit agreement provides us with up to $15 million in available credit. Our obligations under the
revolving credit agreement are secured by all of our assets (other than the assets of NeuLevel, Inc., our subsidiary, and the receivables securing
our obligations under our receivables facility) and our interest in NeuLevel. We also are party to a receivables facility with Bank of America,
pursuant to which we borrowed $10.1 million, secured by certain receivables. An independent third party administers the collections of these
receivables. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt and Credit Facilities."

Directed Share Program

     At our request, Morgan Stanley has reserved for sale as part of the underwritten offering, at the initial public offering price, up
to • shares, or • % of the total number of shares offered by the selling stockholders in this prospectus, for our directors, officers and
employees. If purchased by these persons, these shares will be subject to a 75-day lock-up restriction. The number of shares of Class A
common stock available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved
shares which are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered in this
prospectus.

Pricing of the Offering

      Prior to this offering, there has been no public market for the Class A common stock. The initial public offering price was determined by
negotiations among us, the selling stockholders and the representatives of the underwriters. Among the factors considered in determining the
initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and
operating information in recent periods, and the price-earnings ratios, price-book value ratios, market prices of securities and certain financial
and operating information of companies engaged in activities similar to ours.

                                                                        104
                                                            VALIDITY OF SHARES

   The validity of the shares of Class A common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP,
Washington, DC. Various legal matters relating to the offering will be passed upon for the underwriters by Cravath, Swaine & Moore LLP,
New York, NY.


                                                                    EXPERTS

     Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and schedule at
December 31, 2003 and 2004, and for each of the three years in the period ended December 31, 2004, as set forth in their reports. We have
included our financial statements and schedule in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young
LLP's reports, given on their authority as experts in accounting and auditing.


                                             WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-1 under the Securities Act that
registers the shares of our Class A common stock to be sold in this offering. This prospectus is a part of that registration statement. The
registration statement, including the attached exhibits and schedule, contains additional relevant information about us and our capital stock. As
allowed by the rules and regulations of the SEC, this prospectus does not contain all of the information included in the registration statement or
the exhibits to the registration statement. For further information about us and the shares to be sold in this offering, please refer to the
registration statement.

      In addition, upon completion of this offering, we will become subject to the reporting and information requirements of the Securities
Exchange Act of 1934 and, as a result, will file periodic reports, proxy statements and other information with the SEC. You may read and copy
this information at the public reference facility of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may also
obtain copies of this information by mail from the Public Reference Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. You may obtain information on the operation of the public reference facility by calling the SEC at (800) SEC-0330.

     The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers like us who file
electronically with the SEC. The address of that website is http://www.sec.gov.

     We intend to furnish our stockholders with annual reports containing audited financial statements and to make available to our
stockholders quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

                                                                       105
                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                            NEUSTAR, INC.

Report of Independent Registered Public Accounting Firm                                             F-2
Consolidated Balance Sheets as of December 31, 2003 and 2004                                        F-3
Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004          F-5
Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2002, 2003 and
2004                                                                                                F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004          F-7
Notes to Consolidated Financial Statements                                                          F-8
Consolidated Balance Sheets as of December 31, 2004 (audited) and March 31, 2005 (unaudited)       F-37
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2004 and
2005                                                                                               F-39
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and
2005                                                                                               F-40
Notes to Unaudited Consolidated Financial Statements                                               F-41

                                                                   F-1
                              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
NeuStar, Inc.

     We have audited the accompanying consolidated balance sheets of NeuStar, Inc. as of December 31, 2003 and 2004, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for each of the three years in the period ended December 31, 2004.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. We were not engaged to perform an audit on the Company's internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
NeuStar, Inc. at December 31, 2003 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the
period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

Ernst & Young LLP

McLean, Virginia
March 24, 2005, except for the last paragraph of
Note 19, as to which the date is              , 2005

The foregoing report is in the form that will be signed upon the completion of the recapitalization described in the last paragraph of Note 19 to
the consolidated financial statements.

                                                        /s/ Ernst & Young LLP

McLean, Virginia
May 26, 2005

                                                                        F-2
                                                             NEUSTAR, INC.

                                                 CONSOLIDATED BALANCE SHEETS
                                             (in thousands, except share and per share data)

                                                                                               December 31,

                                                                                        2003                  2004

ASSETS
Current assets:
  Cash and cash equivalents                                                        $       60,232      $        19,019
  Restricted cash                                                                              —                 4,835
  Short-term investments                                                                    3,755               44,910
  Accounts receivable, net of allowance for doubtful accounts of $84 and $468,
  respectively                                                                             23,863               29,171
  Unbilled receivables                                                                      1,119                  980
  Securitized notes receivable                                                              4,054                3,325
  Notes receivable                                                                            922                  965
  Prepaid expenses and other current assets                                                 2,223                3,747
  Deferred costs                                                                              554                1,570
  Deferred tax asset                                                                           —                10,923

Total current assets                                                                       96,722              119,445

Restricted cash, long-term                                                                    558                  835
Property and equipment, net                                                                29,799               36,504
Goodwill                                                                                   52,176               49,453
Intangibles assets, net                                                                     2,575                1,250
Securitized notes receivable, long-term                                                     5,090                1,074
Notes receivable, long-term                                                                   236                   —
Deferred costs, long-term                                                                   2,079                1,932
Other noncurrent assets                                                                     1,010                  961

Total assets                                                                       $      190,245      $       211,454

                                                                    F-3
                                                               NEUSTAR, INC.

                                                  CONSOLIDATED BALANCE SHEETS
                                              (in thousands, except share and per share data)

                                                                                                 December 31,

                                                                                          2003                  2004

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                                                    $      8,221       $         2,828
  Accrued expenses                                                                          15,524                32,630
  Income taxes payable                                                                         375                   419
  Customer credits                                                                          17,000                15,541
  Deferred revenue                                                                          11,665                13,972
  Notes payable                                                                             12,678                 4,636
  Capital lease obligations                                                                  5,833                 4,813
  Accrued restructuring reserve                                                              1,796                 1,330

Total current liabilities                                                                   73,092                76,169

Customer credits, long-term                                                                  4,000                    —
Deferred revenue, long-term                                                                 10,840                13,812
Notes payable, long-term                                                                       968                 1,358
Capital lease obligations, long-term                                                         5,028                 6,606
Accrued restructuring reserve, long-term                                                     3,857                 3,719
Deferred tax liability                                                                          —                  1,194

Total liabilities                                                                           97,785               102,858

Commitments and contingencies                                                                      —                   —

Series B Voting Convertible Preferred Stock, $0.01 par value; 4,000,000 shares
authorized; 100,000 shares issued and outstanding; liquidation preference of $66 at
December 31, 2004                                                                                  83                  66
Series C Voting Convertible Preferred Stock, $0.01 par value; 28,600,000 shares
authorized; 28,569,692 shares issued and outstanding; liquidation preference of
$85,717 at December 31, 2004                                                                98,410                85,717
Series D Voting Convertible Preferred Stock, $0.01 par value; 10,000,000 shares
authorized; 9,098,525 shares issued and outstanding; liquidation preference of
$54,817 at December 31, 2004                                                                62,548                54,671

Stockholders' deficit:
  Common stock, $0.002 par value; 100,000,000 shares authorized; 5,548,862 and
  6,159,985 issued and outstanding as of December 31, 2003 and 2004, respectively
  (see Note 19)                                                                                 11                    12
  Additional paid-in capital                                                                    —                     —
  Deferred stock compensation                                                                  (28 )              (1,733 )
  Treasury stock, at cost, 236,366 shares at December 31, 2004                                  —                 (1,125 )
  Accumulated deficit                                                                      (68,564 )             (29,012 )

Total stockholders' deficit                                                                (68,581 )             (31,858 )

Total liabilities and stockholders' deficit                                           $    190,245       $       211,454


                                                           See accompanying notes.

                                                                      F-4
                                                                                NEUSTAR, INC.

                                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                                              (in thousands, except per share data)

                                                                                                                    Year Ended December 31,

                                                                                                         2002                  2003                  2004

Revenue:
   Addressing                                                                                        $      32,333         $      42,905         $      50,792
   Interoperability                                                                                         20,303                16,003                34,228
   Infrastructure and other                                                                                 38,336                52,785                79,981

Total revenue                                                                                               90,972               111,693               165,001

Operating expense:
   Cost of revenue (excluding depreciation and amortization shown separately below)                         36,677                37,846                49,261
   Sales and marketing                                                                                      13,855                14,381                22,743
   Research and development                                                                                  6,256                 6,678                 7,377
   General and administrative                                                                               13,366                11,359                21,144
   Depreciation and amortization                                                                            27,020                16,051                17,285
   Restructuring charges (recoveries)                                                                        7,332                (1,296 )                (220 )
   Asset impairment charge                                                                                  13,190                    —                     —

                                                                                                           117,696                85,019               117,590

(Loss) income from operations                                                                               (26,724 )             26,674                47,411
Other (expense) income:
    Interest expense                                                                                            (6,260 )              (3,119 )              (2,498 )
    Interest income                                                                                              1,876                 1,299                 1,629

(Loss) income before income taxes and minority interest                                                     (31,108 )             24,854                46,542
Provision for income taxes                                                                                       —                   836                 1,166

(Loss) income before minority interest                                                                      (31,108 )             24,018                45,376
Minority interest                                                                                             1,908                   10                    —

Net (loss) income                                                                                           (29,200 )             24,028                45,376
Dividends on and accretion of preferred stock                                                                (9,102 )             (9,583 )              (9,737 )

Net (loss) income attributable to common stockholders                                                $      (38,302 )      $      14,445         $      35,639


Net (loss) income attributable to common stockholders per common share:
    Basic                                                                                            $           (9.04 )   $            3.09     $            6.33

    Diluted                                                                                          $           (9.04 )   $            0.31     $            0.57


Weighted average common shares outstanding:
   Basic                                                                                                        4,236                 4,680                 5,632

    Diluted                                                                                                     4,236             76,520                80,237


Pro forma net income attributable to common stockholders per common share (unaudited):
    Pro forma net income attributable to common stockholders                                                                                     $

    Pro forma net income attributable to common stockholders per
    common share:
           Basic                                                                                                                                 $

              Diluted                                                                                                                            $

    Pro forma weighted average common shares outstanding:
           Basic

              Diluted



                                                                           See accompanying notes.

                                                                                         F-5
                                                                               NEUSTAR, INC.

                                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                                              (in thousands)

                                                                                Common
                                                                                  Stock
                                                                               Subscription
                                     Common Stock                               Receivable

                                                              Additional                                                                                                Total
                                                               Paid-in                                Deferred Stock          Treasury         Accumulated          Stockholders'
                                                               Capital                                Compensation             Stock              Deficit              Deficit

                                   Shares     Amount

Balance at December 31, 2001        4,054 $             8 $             — $                (155 ) $                 (60 ) $           — $             (49,058 ) $            (49,265 )
   Common stock options
   exercised                          393               1               27                    —                        —              —                      —                      28
   Compensation expense
   associated with options
   issued to nonemployees              —               —              223                     —                        —              —                      —                   223
   Amortization of deferred
   stock compensation                  —               —                —                     —                        16             —                      —                      16
   Accretion of preferred stock
   and related dividends               —               —              (250 )                  —                        —              —                (8,852 )               (9,102 )
   Net loss                            —               —                —                     —                        —              —               (29,200 )              (29,200 )

Balance at December 31, 2002        4,447               9               —                  (155 )                   (44 )             —               (87,110 )              (87,300 )
   Shares issued for acquisition
   of NightFire Software, Inc.        882               2            3,775                    —                        —              —                      —                 3,777
   Common stock options
   exercised                          220              —                39                    —                        —              —                      —                      39
   Repayment of executive
   promissory notes                    —               —                —                     155                      —              —                      —                   155
   Compensation expense
   associated with options
   issued to nonemployees              —               —              287                     —                        —              —                      —                   287
   Amortization of deferred
   stock compensation                  —               —                —                     —                        16             —                      —                      16
   Accretion of preferred stock
   and related dividends               —               —            (4,101 )                  —                        —              —               (5,482 )               (9,583 )
   Net income                          —               —                —                     —                        —              —               24,028                 24,028

Balance at December 31, 2003        5,549              11               —                     —                     (28 )             —               (68,564 )              (68,581 )
   Common stock options
   exercised                          611               1               90                    —                        —              —                      —                      91
   Deferred stock compensation
   expense associated with
   issuance of restricted stock        —               —             2,187                    —                  (2,187 )             —                      —                    —
   Repurchase of common stock          —               —                —                     —                      —            (1,012 )                   —                (1,012 )
   Return of common stock
   originally issued for
   acquisition of NightFire
   Software, Inc                       —               —                —                     —                        —            (113 )                   —                  (113 )
   Compensation expense
   associated with options
   issued to nonemployees              —               —              654                     —                        —              —                      —                   654
   Compensation expense
   associated with repurchase of
   immature shares                     —               —              982                     —                        —              —                      —                   982
   Accretion of preferred stock
   and related dividends               —               —            (3,913 )                  —                        —              —                (5,824 )               (9,737 )
   Amortization of deferred
   stock compensation                  —               —                —                     —                    482                —                   —                     482
   Net income                          —               —                —                     —                     —                 —               45,376                 45,376

Balance at December 31, 2004        6,160 $            12 $             — $                   — $                (1,733 ) $       (1,125 ) $          (29,012 ) $            (31,858 )



                                                                           See accompanying notes.

                                                                                     F-6
                                                              NEUSTAR, INC.

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (in thousands)

                                                                                           Year Ended December 31,

                                                                                  2002               2003                2004

Operating activities:
Net (loss) income                                                             $    (29,200 ) $          24,028       $     45,376
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
      Depreciation and amortization                                                 27,020              16,051             17,285
      Stock compensation                                                               239                 303              2,118
      Asset impairment charge                                                       13,190                  —                  —
      Amortization of deferred financing costs                                       2,071                 533                150
      Deferred income taxes                                                             —                   —              (6,419 )
      Noncash restructuring charge                                                   2,295              (1,295 )             (220 )
      Provision for doubtful accounts                                                  753                 184                960
Changes in operating assets and liabilities, net of acquisitions:
      Accounts receivable                                                           (6,601 )           (10,396 )           (7,697 )
      Unbilled receivables                                                           1,935               4,726                139
      Notes receivable                                                              15,695               2,753              4,938
      Prepaid expenses and other current assets                                       (207 )               (32 )           (1,524 )
      Deferred costs                                                                    —               (2,633 )             (869 )
      Other assets                                                                      —                 (257 )             (102 )
      Accounts payable and accrued expenses                                        (14,749 )             8,628             11,119
      Income taxes payable                                                              —                  375                 44
      Accrued restructuring reserve                                                  4,707              (3,507 )             (386 )
      Customer credits                                                                  —               21,000             (5,459 )
      Contract loss reserve                                                         (2,166 )                —                  —
      Deferred revenue                                                               5,902              12,426              5,279

   Net cash provided by operating activities                                        20,884              72,887             64,732

Investing activities:
      Purchases of property and equipment                                            (2,996 )           (8,186 )          (13,271 )
      Sales (purchases) of investments, net                                          (5,600 )            1,845            (41,155 )
      Businesses acquired, net of cash acquired                                          —              (8,089 )               —

   Net cash used in investing activities                                             (8,596 )          (14,430 )          (54,426 )

Financing activities:
      Issuance (release) of restricted cash                                            (11 )               493             (5,112 )
      Proceeds from issuance of notes payable                                       13,241              12,037              2,166
      Principal repayments on notes payable                                        (33,176 )           (16,104 )           (9,823 )
      Principal repayments on capital lease obligations                             (8,613 )           (10,342 )           (7,505 )
      Proceeds from exercise of common stock options                                    28                  39                 91
      Payment of preferred stock dividends                                              —                   —             (30,324 )
      Repayment of common stock subscriptions                                           —                  155                 —
      Repurchase of common stock                                                        —                   —              (1,012 )
      Payment of deferred financing fees                                              (633 )              (250 )               —

   Net cash used in financing activities                                           (29,164 )           (13,972 )          (51,519 )

Net (decrease) increase in cash and cash equivalents                               (16,876 )            44,485            (41,213 )
Cash and cash equivalents at beginning of year                                      32,623              15,747             60,232

Cash and cash equivalents at end of year                                      $     15,747      $       60,232       $     19,019
See accompanying notes.

         F-7
 1. DESCRIPTION OF BUSINESS

     NeuStar, Inc. (the Company) provides the North American communications industry with essential clearinghouse services. The Company
operates the authoritative directories that manage virtually all telephone area codes and numbers and enable the dynamic routing of calls among
thousands of competing CSPs in the United States and Canada. The Company also provides clearinghouse services to emerging CSPs,
including Internet service providers, cable television operators, and voice over Internet protocol, or VoIP, service providers. In addition, the
Company manages the authoritative directories for the .us and .biz Internet domains, as well as for Common Short Codes, part of the short
messaging service relied on by the US wireless industry.

    The Company provides its services from its clearinghouse, which includes unique databases and systems for workflow and transaction
processing. These services are used by CSPs to solve a range of their technical and operating requirements, including:

     •
             Addressing. The Company enables CSPs to use critical, shared addressing resources, such as telephone numbers, several Internet
             domain names, and Common Short Codes.

     •
             Interoperability . The Company enables CSPs to exchange and share critical operating data so that communications originating on
             one provider's network can be delivered and received on the network of another CSP. The Company also facilitates order
             management and work flow processing among CSPs.

     •
             Infrastructure and Other . The Company enables CSPs to more efficiently manage changes in their own networks by centrally
             managing certain critical data they use to route communications over their own networks.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

     The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All material
intercompany transactions and accounts have been eliminated in consolidation. The Company consolidates investments where it has a
controlling financial interest as defined by Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements, as amended by
Statement of Financial Accounting Standards (SFAS) No. 94, Consolidation of all Majority-Owned Subsidiaries. The usual condition for
controlling financial interest is ownership of a majority of the voting interest and, therefore, as a general rule ownership, directly or indirectly,
of more than 50% of the outstanding voting shares is a condition indicating consolidation. Minority interest is recorded in the statement of
operations for the share of losses absorbed by minority shareholders to the extent that the minority shareholder's investment in the subsidiary
does not fall below zero. For the years ended December 31, 2002, 2003 and 2004, the Company recorded losses in excess of its investment of
approximately $190,000, $0, and $0, respectively. For investments in variable interest entities, as defined by Financial Accounting Standards
Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), the Company would consolidate when it is
determined to be the primary beneficiary of a variable interest entity. For those investments in entities where the Company has significant
influence over operations, but where the Company neither has a controlling financial interest nor is the primary beneficiary of a variable
interest entity, the Company follows the equity method of accounting pursuant to Accounting Principles Bulletin (APB) Opinion

                                                                         F-8
No. 18, The Equity Method of Accounting for Investments in Common Stock. The Company does not have any variable interest entities or
investments accounted for under the equity method of accounting.

Unaudited Pro Forma Financial Information

     The unaudited pro forma consolidated statement of operations information for the year ended December 31, 2004 gives effect to all
aspects of the Recapitalization (see Note 19) as though it had occurred at the beginning of the period, except for the conversion of all
outstanding shares of Class B common stock into shares of Class A common stock. The pro forma net income attributable to common
stockholders per common share and the pro forma weighted average shares outstanding included in the statement of operations information
reflect the Recapitalization as though it had occurred at the beginning of the period, except for the conversion of all outstanding shares of
Class B common stock into shares of Class A common stock. Accrued and unpaid dividends as of December 31, 2004 were $2.1 million in the
aggregate and are included within the respective Preferred Stock captions in the consolidated balance sheets.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from
those estimates.

Reclassifications

     Certain amounts in the prior years' financial statements have been reclassified to conform to the current year presentation.

Fair Value of Financial Instruments

     SFAS No. 107, Disclosures about Fair Value of Financial Instruments , requires disclosures of fair value information about financial
instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. Due to their short-term nature, the
carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts
receivable, accounts payable and accrued expenses. As of December 31, 2003 and 2004, the Company believes the carrying value of its
long-term notes receivable approximates fair value as the interest rates approximate a market rate. The fair value of the Company's long-term
debt is based upon quoted market prices for the same and similar issuances giving consideration to quality, interest rates, maturity and other
characteristics. As of December 31, 2003 and 2004, the Company believes the carrying amount of its long-term debt approximates its fair value
since the fixed and variable interest rates of the debt approximates a market rate. The fair value of the Company's convertible preferred stock is
not practicable to determine, as no quoted market price exists for the convertible preferred stock nor have there been any recent transactions in
the Company's convertible preferred stock. The convertible preferred stock will be converted into common stock of the Company upon
consummation of a qualified initial public offering.

                                                                         F-9
Cash and Cash Equivalents

      The Company considers all highly liquid investments, which are readily convertible into cash and have original maturities of three months
or less at the time of purchase, to be cash equivalents. Supplemental non-cash information to the consolidated statements of cash flows is as
follows:

                                                                                               Year Ended December 31,

                                                                                        2002             2003            2004

                                                                                                    (in thousands)


                   Fixed assets acquired through capital leases                     $       889      $      7,433    $     8,054
                   Fixed assets acquired through notes payable                               —              1,154          1,359
                   Cash paid for interest                                                 4,313             1,673          1,693
                   Cash paid for income taxes                                                 2               836          7,291
                   Accounts payable incurred to purchase fixed assets                        —              1,539            125
                   Business acquired with common shares (Note 3)                             —              3,777           (113 )
                   Dividends to preferred stockholders                                    8,853             9,334          9,488

Restricted Cash

      At December 31, 2003 and 2004, $558,000 and $5.7 million, respectively, of cash was pledged as collateral on outstanding letters of credit
related to 2003 customer credits and lease obligations and was classified as restricted cash on the consolidated balance sheets.

Derivatives and Hedging Activities

     The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the
purpose or intent for holding the instrument, in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ,
as amended. Changes in the fair value of derivative financial instruments are either recognized periodically in the results of operations or in
stockholders' equity as a component of other comprehensive income, depending on whether the derivative financial instrument qualifies for
hedge accounting and, if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in the fair value of the derivatives
accounted for as fair value hedges are recorded in the results of operations along with the portions of the changes in the fair values of the
hedged items that relate to the hedged risks. Changes in fair value of derivatives accounted for as cash flow hedges, to the extent they are
effective as hedges, are recorded in other comprehensive income. Changes in fair values of derivatives not qualifying as hedges are reported in
the results of operations.

     In October 2003, we entered into an interest rate swap agreement to manage our interest rate exposure under our Receivables Facility (see
Note 9). The interest rate swap does not meet the criteria under SFAS No. 133 to qualify for hedge accounting treatment. Accordingly, changes
in the fair value of the instrument are recorded in earnings. The fair value of the interest rate swap was not significant at December 31, 2003
and 2004.

Concentrations of Credit Risk

     Financial instruments that are potentially subject to a concentration of credit risk consist principally of cash equivalents and accounts
receivable. Cash investment policies are in place that restrict placement of these investments to financial institutions evaluated as highly
creditworthy.

                                                                       F-10
     With respect to accounts receivable, the Company performs ongoing evaluations of its customers, generally granting uncollateralized
credit terms to its customers, and maintains an allowance for doubtful accounts based on historical experience and management's expectations
of future losses. Customers under the Company's contracts with the North American Portability Management, LLC, are charged a Revenue
Recovery Collection fee (See Accounts Receivable, Revenue Recovery Collection and Allowance for Doubtful Accounts).

Short-term Investments

     Investments in debt and equity securities that have readily determinable fair values are accounted for as available-for-sale securities.
Available-for-sale securities are stated at fair value as determined by the most recently traded price of each security at the balance sheet date,
with the unrealized gains and losses recorded as a component of other comprehensive income. The specific-identification method is used to
compute the realized gains and losses on debt and equity securities. As of December 31, 2003 and 2004, the carrying value of the investments
approximated their fair value and there were no unrealized gains or losses. As of December 31, 2003 and 2004, these investments consist
principally of commercial paper, high-grade auction rate securities and U.S. government or corporate debt securities.

Accounts Receivable, Revenue Recovery Collections and Allowance for Doubtful Accounts

     Accounts receivable are recorded at the invoiced amount and do not bear interest. In accordance with the Company's contracts with North
American Portability Management, LLC, the Company bills a Revenue Recovery Collections (RRC) fee to offset uncollectible receivables
from any individual customer. The RRC fee is based on a percentage of monthly billings. From January 1, 2002 through June 30, 2004, the
RRC fee was 3%. On July 1, 2004, the RRC fee was reduced to 2% for the remaining six months of 2004. The RRC fees are recorded as an
accrued liability when collected. If the RRC fee is insufficient the amounts can be recovered from the customers. Any accrued RRC fees in
excess of uncollectible receivables are paid back to the customers annually on a pro rata basis. RRC fees of $4.4 million and $4.3 million are
included in accrued expenses as of December 31, 2003 and 2004, respectively.

    All other receivables related to services not covered by the RRC fees are evaluated and, if deemed not collectible, are reserved. The
Company recorded an allowance for doubtful accounts of $84,000 and $468,000 as of December 31, 2003 and 2004, respectively. Bad debt
expense amounted to $753,000, $184,000 and $960,000 for the years ended December 31, 2002, 2003 and 2004, respectively.

Deferred Financing Costs

   The Company amortizes deferred financing costs using the effective-interest method and records such amortization as interest expense.
Amortization of debt discount and annual commitment fees for unused portions of available borrowings are also recorded as interest expense.

                                                                       F-11
Property and Equipment

    Property and equipment, including leasehold improvements and assets acquired through capital leases, are recorded at cost, net of
accumulated depreciation and amortization. Depreciation and amortization of property and equipment are determined using the straight-line
method over the estimated useful lives of the assets, as follows:

                           Computer hardware                               3-5 years
                           Equipment                                       5 years
                           Furniture and fixtures                          5-7 years
                           Leasehold improvements                          Lesser of related lease term or useful life

    Amortization expense of capital leased assets is included in depreciation expense. Replacements and major improvements are capitalized;
maintenance and repairs are charged to expense as incurred.

     The Company capitalizes software development and acquisition costs in accordance with Statement of Position (SOP) No. 98-1,
Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. SOP No. 98-1 requires the capitalization of costs
incurred in connection with developing or obtaining software for internal use. Costs incurred to develop the application are capitalized, while
costs incurred for planning the project and for post-implementation training and maintenance are expensed as incurred. The capitalized costs of
purchased technology and software development are amortized using the straight-line method over the estimated useful life of three to five
years. During the years ended December 31, 2003 and 2004, the Company capitalized costs related to internal use software of $3.0 million and
$9.1 million, respectively. Depreciation expense related to capitalized software costs are included in depreciation and amortization expense in
the consolidated statements of operations.

Goodwill

     Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets that are determined
to have an indefinite useful life are not amortized, but instead tested for impairment annually in accordance with the provisions of SFAS
No. 142, Goodwill and Other Intangible Assets .

    The Company performs its annual impairment analysis on October 1 of each year or more often if indicators of impairment arise. The
Company performed its annual impairment test with regard to the carrying value of goodwill on October 1, 2003 and 2004 and determined that
goodwill was not impaired at those dates.

Identifiable Intangible Assets

     Identifiable intangible assets are amortized over their respective estimated useful lives using a method of amortization that reflects the
pattern in which the economic benefits of the intangible assets are consumed or otherwise used up and are reviewed for impairment in
accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets .

                                                                       F-12
     The Company's identifiable intangible assets are amortized as follows:

                                                                                             Years          Method

                       Acquired technologies                                                   4         Straight-line
                       Customer lists                                                          3         Accelerated

    The Company's identifiable intangible assets have a weighted-average amortization period of 3 years. Amortization expense related to
acquired technologies and customer lists are included in depreciation and amortization expense in the consolidated statements of operations.

Impairment of Long-Lived Assets

     In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , a review of long-lived assets for
impairment is performed when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If an
indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to its
carrying amount. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss
equal to the excess of the asset's carrying amount over its fair value. The fair value is determined based on valuation techniques such as a
comparison to fair values of similar assets or using a discounted cash flow analysis. In December 2002, the Company determined that certain
assets were impaired, and as such the carrying values of those assets were adjusted down to their estimated fair values. There were no
impairment charges recognized during the years ended December 31, 2003 or 2004.

Revenue Recognition

    The Company provides the North American communications industry with essential clearinghouse services that address the industry's
addressing, interoperability, and infrastructure needs. The Company's revenue recognition policies are in accordance with the Securities and
Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition .

     The Company provides the following services pursuant to various private commercial and government contracts.

Addressing

     The Company's addressing services include telephone number administration, implementing the allocation of pooled blocks of telephone
numbers, and directory services for Internet domain names and Common Short Codes. The Company generates revenue from its telephone
number administration services under two government contracts. Under its contract to serve as the North American Numbering Plan
Administrator, the Company earns a fixed annual fee, and recognizes this fee as revenue on a straight-line basis as services are provided. In the
event the Company estimates losses on its fixed fee contract, the Company recognizes these losses in the period in which a loss becomes
apparent. Under its contract to serve as the National Pooling Administrator, the Company generates revenue under a cost-plus contract utilizing
the proportional performance method. The Company recognizes revenue based on costs incurred to date as a percentage of total estimated costs
to complete the project plus the pro rata amount of the negotiated fee.

                                                                      F-13
     In addition to the administrative functions associated with its role as the National Pooling Administrator, the Company also generates
revenue from implementing the allocation of pooled blocks of telephone numbers under our long-term contracts with North American
Portability Management, LLC, and the Company recognizes revenue on a per transaction fee basis as the services are performed. For its
Internet domain name services, the Company generates revenue for Internet domain registrations, which generally have contract terms between
one and ten years. The Company recognizes revenue on a straight-line basis over the lives of the related customer contracts. The Company
generates revenue from its Common Short Code services under short-term contracts ranging from three to twelve months, and the Company
recognizes revenue on a straight-line basis over the term of the customer contracts.

Interoperability

     The Company's interoperability services consist primarily of wireline and wireless number portability and order management services.
The Company generates revenue from number portability under its long-term contracts with North American Portability Management, LLC
and Canadian LNP Consortium, Inc. The Company recognizes revenue on a per transaction fee basis as the services are performed. The
Company provides order management services consisting of customer set-up and implementation followed by transaction processing under
contracts with terms ranging from one to three years. Customer set-up and implementation is not considered a separate deliverable;
accordingly, the fees are deferred and recognized as revenue on a straight-line basis over the term of the contract. Per-transaction fees are
recognized as the transactions are processed.

Infrastructure and Other

     The Company's infrastructure services consist primarily of network management and connection fees. The Company generates revenue
from network management services under its long-term contracts with North American Portability Management, LLC. The Company
recognizes revenue on a per transaction fee basis as the services are performed. In addition, the Company generates revenue from connection
fees and system enhancements under its contracts with North American Portability Management, LLC. The Company recognizes its connection
fee revenue as the service is performed. System enhancements are provided under cost-plus contracts utilizing the proportional performance
method. The Company recognizes revenue based on costs incurred to date as a percentage of total estimated costs to complete the enhancement
plus the pro rata amount of the fee.

Significant Contracts

     The Company provides wireline and wireless number portability, implements the allocation of pooled blocks of telephone numbers and
provides network management services pursuant to seven contracts with North American Portability Management, LLC, an industry group that
represents all telecommunications service providers in the United States. The Company recognizes revenue under its contracts with North
American Portability Management, LLC primarily on a per-transaction basis. The aggregate fees for transactions processed under these
contracts are determined by the total number of transactions, and these fees are billed to telecommunications service providers based on their
allocable share of the total transaction charges. This allocable share is based on each respective telecommunications service provider's share of
the aggregate end-user services revenues of all U.S. telecommunications service providers as determined by the FCC. Under the Company's
contracts, the Company also bills a revenue recovery collections, or RRC, fee of a percentage of monthly billings to its customers, which is
available to the Company if any telecommunications service provider fails to pay

                                                                      F-14
its allocable share of total transactions charges. In the period in which the RRC fees are billed, the RRC fees are recorded as an accrued
expense (see Note 8) on the consolidated balance sheet, with a corresponding increase to accounts receivable. If the RRC fee is insufficient for
that purpose, these contracts also provide for the recovery of such differences from the remaining telecommunications service providers. On an
annual basis, (i) the Company evaluates the RRC fee reserve by comparing cash collections to billings and the RRC percentage is adjusted, and
(ii) any excess RRC fee reserve is returned to the telecommunications service providers in accordance with the terms of these contracts.

     The per-transaction pricing under these contracts provides for annual volume discounts (credits) that are earned on all transactions in
excess of the pre-determined annual volume threshold. In the period in which the credits are earned, billings in excess of the discounted pricing
are recorded as a customer credit liability on the balance sheet, with a corresponding reduction to revenue. In the following year when the
credit is applied to invoices rendered, the customer credit liability is reduced with a corresponding credit to accounts receivable.

     In the fourth quarter of 2003 and 2004, the Company reduced revenues for all transactions in excess of the pre-determined annual volume
thresholds and recorded a corresponding customer credit liability in the amount of $6.0 million and $11.9 million, respectively.

     In December 2003, these contracts were amended to extend their expiration date from May 2006 to May 2011, and the per-transaction fee
charged to the Company's customers over the term of the contracts was reduced. As part of the amendments, the Company agreed to
retroactively apply the new transaction fee to all 2003 transactions processed and granted credits totaling $16.0 million. These credits are being
applied to customer invoices over a 23-month period beginning in January 2004. Additionally, the Company obtained letters of credit totaling
$16.0 million in January 2004 to secure these customer credits. As of December 31, 2004, approximately $15.5 million of these customer
credits were outstanding. The amount of the Company's revenue derived under its contracts with North American Portability Management,
LLC was $69.2 million, $84.5 million, and $130.0 million for the years ended December 31, 2002, 2003 and 2004, respectively.

Service Level Standards

     Pursuant to certain of the Company's private commercial contracts, the Company is subject to service level standards and to corresponding
penalties for failure to meet those standards. The Company records a provision for these performance-related penalties when incurred with a
corresponding reduction to revenue.

Cost of Revenues and Deferred Costs

    Cost of revenues includes all direct materials, direct labor, and those indirect costs related to revenue such as indirect labor, materials and
supplies and facilities cost.

     Deferred costs represents direct labor related to professional services incurred for the setup and implementation on OMS contracts. These
costs are recognized in cost of revenues ratably over the OMS contract term. Deferred costs are classified as such on the balance sheet for the
periods presented.

Advertising

     The Company expenses advertising as incurred. Advertising expense was approximately $3.9 million, $1.2 million and $447,000 for the
years ended December 31, 2002, 2003 and 2004, respectively.

                                                                       F-15
Accounting for Stock-Based Compensation

     SFAS No. 123, Accounting for Stock-Based Compensation , as amended by SFAS No. 148, Accounting for Stock-Based
Compensation—Transition and Disclosure, an amendment of SFAS No. 123 (SFAS No. 123), allows companies to account for stock-based
compensation using either the provisions of SFAS No. 123 or the provisions of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees , but requires pro forma disclosure in the notes to the financial statements as if the measurement
provisions of SFAS No. 123 had been adopted. The Company accounts for its stock-based employee compensation in accordance with APB
No. 25. Stock compensation expense to nonemployees has been determined in accordance with SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Connection with
Selling Goods or Services (EITF 96-18) and represents the fair value of the consideration received or the fair value of the equity instrument
issued, whichever may be more reliably measured. For options that have not reached a measurement date under EITF 96-18, the fair value of
the options granted to nonemployees is remeasured at each reporting date.

    The following table illustrates the effect on net (loss) income attributable to common stockholders and net (loss) income attributable to
common stockholders per common share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based
compensation.

                                                                                        Year Ended December 31,

                                                                                 2002             2003              2004

                                                                                 (in thousands, except per share data)


Pro forma net (loss) income attributable to common stockholders:
  As reported                                                                $    (38,302 ) $       14,445 $             35,639
  Add: stock-based compensation expense included in reported net
  (loss) income attributable to common stockholders                                     239              303              2,118
  Deduct: Total stock-based compensation expense determined under
  fair value-based method for all awards                                           (2,334 )         (3,366 )             (7,240 )

Pro forma net (loss) income attributable to common stockholders              $    (40,397 ) $       11,382 $             30,517

Net (loss) income attributable to common stockholders per share:
Basic—as reported                                                            $      (9.04 ) $          3.09 $              6.33

Basic—pro forma                                                              $      (9.54 ) $          2.43 $              5.42

Diluted—as reported                                                          $      (9.04 ) $          0.31 $              0.57

Diluted—pro forma                                                            $      (9.54 ) $          0.15 $              0.38


     The Black-Scholes option-pricing valuation model was developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions. Because
the Company's stock options have characteristics significantly different from those of publicly traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock options.

                                                                      F-16
     The effect of applying SFAS No. 123 on pro forma net (loss) income attributable to common stockholders as stated above is not
necessarily representative of the effects on reported net (loss) income attributable to common stockholders for future years due to, among other
things, the vesting period of the stock options and the fair value of additional options to be granted in the future years.

     For the purposes of the disclosure required by SFAS No. 123, the weighted-average fair value of each option granted during the years
ended December 2002, 2003 and 2004 was $2.43, $2.65 and $3.91, respectively. The fair value of each option is estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions used for grants issued during the years ended December 31,
2002, 2003, 2004:

                                                                                             Year Ended December 31,

                                                                                      2002            2003             2004

                       Expected life                                                 5 years          5 years          5 years
                       Expected volatility                                           77.84%           71.43%           67.14%
                       Average risk-free interest rate                                3.80%            3.08%            3.43%
                       Dividend yield                                                 0.00%            0.00%            0.00%

Basic and Diluted Net (Loss) Income Attributable to Common Stockholders per Common Share

     Basic net (loss) income attributable to common stockholders per common share excludes dilution for potential common stock issuances
and is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted net (loss) income attributable to common stockholders per common share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Convertible preferred stock,
stock options and warrants were not considered in the computation of diluted net (loss) income attributable to common stockholders per
common share for the year ended December 31, 2002 as their effect is anti-dilutive for such period.

                                                                      F-17
      The following table provides a reconciliation of the numerators and denominators used in computing basic and diluted net (loss) income
attributable to common stockholders per common share and pro forma net (loss) income attributable to common stockholders per common
share (in thousands, except per share data):

                                                                                           Year Ended December 31,

                                                                                    2002             2003                2004

Historical:
Numerator:
  Net (loss) income                                                            $     (29,200 ) $       24,028 $           45,376
  Dividends on and accretion of convertible preferred stock                           (9,102 )         (9,583 )           (9,737 )

  Net (loss) income attributable to common stockholders                        $     (38,302 ) $       14,445        $    35,639


Pro forma (unaudited):
  Numerator:
  Net (loss) income attributable to common stockholders                                                              $    35,639
  Dividends on and accretion of convertible preferred stock                                                                9,737

  Pro forma net (loss) income attributable to common stockholders                                                    $    45,376

Historical:
Denominator:
  Weighted average common shares outstanding—basic                                     4,236            4,680              5,632
  Dilutive effect of:
         Stock options for the purchase of common stock                                    —            6,820              7,515
         Conversion of preferred stock and accrued dividends payable into
         common stock                                                                      —           58,755             60,801
         Warrants for the purchase of common stock                                         —            6,265              6,289

  Weighted average common shares outstanding—diluted                                   4,236           76,520             80,237

Pro Forma (unaudited):
Denominator:
  Weighted average common shares outstanding—basic
  Assumed conversion of preferred stock into common stock

  Pro forma weighted average common shares outstanding—basic
  Dilutive effect of:
         Stock options for the purchase of common stock
         Warrants for the purchase of common stock

  Pro forma weighted average common shares outstanding—diluted


Income Taxes

      The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes . Under SFAS No. 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined

                                                                     F-18
based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rate and laws that
will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than
not that some portion or all of the deferred tax asset will not be realized.

Segment Information

     The Company currently operates in one business segment; namely providing critical technology services to the communications industry.
The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief
operating decision maker who comprehensively manages the entire business. The Company does not operate any material separate lines of
business or separate business entities with respect to its services. Accordingly, the Company does not accumulate discrete financial information
with respect to separate service lines and does not have separately reportable segments as defined by SFAS No. 131, Disclosure About
Segments of an Enterprise and Related Information .

Comprehensive (Loss) Income

    There were no material differences between net (loss) income and comprehensive net (loss) income for the years ended December 31,
2002, 2003 and 2004.

Recent Accounting Pronouncements

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and
Equity (SFAS No. 150). SFAS No. 150 requires that an issuer classify certain financial instruments as a liability because they embody an
obligation of the issuer. The remaining provisions of SFAS No. 150 revise the definition of a liability to encompass certain obligations that a
reporting entity can or must settle by issuing its own equity shares, depending on the nature of the relationship established between the holder
and the issuer. The provisions of this statement require that any financial instruments that are mandatorily redeemable on a fixed or
determinable date or upon an event certain to occur be classified as liabilities. The Company's convertible preferred stock may be converted
into common stock at the option of the stockholder, and therefore, it is not classified as a liability under the provisions of SFAS No. 150.

     On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which is a
revision of SFAS No. 123. SFAS 123(R) supersedes APB No. 25, and amends SFAS No. 95, Statement of Cash Flows . Generally the approach
in SFAS 123(R) is similar to the approach described in SFAS No. 123. However, SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro forma
disclosure is no longer an alternative upon adopting SFAS 123(R).

     SFAS 123(R) must be adopted no later than July 1, 2005. Early adoption will be permitted in periods in which financial statements have
not yet been issued. SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

     •
            A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the
            requirements of SFAS 123(R) for all share-based payments

                                                                      F-19
          granted after the effective date and (b) based on the requirements of SFAS 123(R) for all awards granted to employees prior to the
          effective date of SFAS 123(R) that remain unvested on the effective date.

     •
            A "prospective" method which includes the requirements of the modified prospective method described above, but also permits
            entities to restate based on the amounts previously recognized under SFAS 123(R) for purposes of pro forma disclosures either
            (a) all prior periods presented or (b) prior interim periods of the year of adoption.

     The Company plans to adopt SFAS 123(R) using the modified prospective method on July 1, 2005.

3. ACQUISITIONS

BizTelOne, Inc.

     In January 2003, the Company acquired BizTelOne, Inc. (BTO) for $2.5 million in cash. The acquisition provided technology and market
presence needed to facilitate growth of the Company's order management services. The acquisition was accounted for as a purchase and the
results of operations of BTO have been included in the accompanying consolidated statements of operations since the date of the acquisition.

      The Company allocated the purchase price principally to acquired technology ($937,000) and goodwill ($2.1 million), and recorded
liabilities assumed of $489,000. Acquired technology is included in intangible assets (see Note 7) and is being amortized on a straight-line
basis over four years.

     In connection with the purchase, the Company was obligated to pay additional consideration over a two-year period to BTO's former
shareholders if certain levels of revenue were achieved by BTO in 2004. The Company accrued $700,000 at December 31, 2004 with a
corresponding increase to goodwill for settlement of the earnout.

NightFire Software, Inc.

      In August 2003, the Company acquired certain assets of NightFire Software Inc. (NightFire) for $4.1 million in cash (net of $293,000 cash
acquired) and the issuance of 881,435 shares of common stock for total purchase consideration of $7.9 million. NightFire's products enabled
fully automated voice, data, and broadband access services fulfillment for competitive local exchange carriers, integrated communications
carriers, incumbent local exchange carriers, inter-exchange carriers, Internet service providers, and other types of service providers. The
acquisition of NightFire continues the expansion of the Company's OMS offering to telecommunication service providers.

     The common stock of the Company was valued at $4.29 per share, which approximated fair market value, on the date of the acquisition.
Of the total shares issued, approximately 294,000 shares of common stock were held in escrow for a period of nine months, ending May 2004,
pursuant to an indemnification clause in the purchase agreement. The value of these shares has been included in the purchase consideration at
the date of acquisition.

     The acquisition was accounted for as a purchase and accordingly, the results of operations of the acquired business have been included in
the accompanying consolidated statements of operations since the date of the acquisition. The purchase price was allocated to acquired
technology ($1.3 million), customer lists ($996,000), and goodwill ($5.7 million) based on their estimated fair values on the

                                                                      F-20
acquisition date. Acquired technology and customer lists are included in intangible assets. Acquired technology is being amortized on an
accelerated basis over four years, and customer lists are being amortized on a straight-line basis over three years.

    During July 2004, 267,446 shares of common stock were released from escrow and the Company recorded a purchase price adjustment of
approximately $113,000 for the value of 26,366 shares of common stock that were returned to the Company with an offsetting reduction to
goodwill. The shares returned to the Company were held in Treasury as of December 31, 2004.

4. SECURITIZED NOTES RECEIVABLE

     The Company has receivables for functionality upgrades on behalf of its customers under its Statement of Work (SOW) contracts with
North American Portability Management, LLC. At the option of these customers, payment of these securitized notes receivable is made over
36 months from completion of the contract. The obligations, which are unsecured, accrue interest monthly on the unpaid balance. The interest
charges range from 7.3% to 9.6% per annum. Payments are received from each customer for its pro-rata share of the obligation under the SOW
contracts.

5. DEFERRED FINANCING COSTS

     During 2002, 2003 and 2004, the Company paid $633,000, $250,000 and $0, respectively, in loan origination fees that are being amortized
using the effective-interest method over the term of the related debt. Total amortization expense was $2.1 million, $496,000 and $150,000 for
the years ended December 31, 2002, 2003 and 2004, respectively, and is reported as interest expense in the consolidated statements of
operations. As of December 31, 2003 and 2004, the balance of unamortized deferred financing fees was $215,000 and $65,000, respectively,
and is included within other noncurrent assets.

6. PROPERTY and EQUIPMENT

    Property and equipment consists of the following (in thousands):

                                                                                                    December 31,

                                                                                             2003                  2004

                    Computer hardware                                                   $      28,572       $        26,245
                    Equipment                                                                     280                   312
                    Furniture and fixtures                                                      2,754                 2,176
                    Leasehold improvements                                                     10,062                11,852
                    Construction in-progress                                                    4,533                 3,002
                    Capitalized software                                                       21,278                25,099

                                                                                                67,479               68,686
                    Accumulated depreciation and amortization                                  (37,680 )            (32,182 )

                    Property and equipment, net                                         $      29,799       $        36,504


     The Company entered into capital lease obligations of $7.4 million and $8.1 million for the years ended December 31, 2003 and 2004,
respectively, primarily for equipment and furniture.

                                                                     F-21
     In 2002, the Company identified indicators of impairment related to certain assets. The indicators were primarily a result of poor economic
conditions and slower than expected domain name services sales. The Company revised its projections downward for domain name services for
2003 and beyond. The asset group that was evaluated for impairment consisted of computer hardware and internally developed software that
was either purchased or developed in conjunction with the development of the Company's domain name services database and software
platform. In accordance with SFAS No. 144, the Company prepared an undiscounted cash flow analysis and concluded that an impairment of
the asset group existed, as the undiscounted cash flows were less than the carrying amount of those assets. Accordingly, an impairment charge
of $13.2 million was recorded for the excess of the carrying value of the assets over their fair value, which was determined based on a
discounted cash flow analysis. The impairment charge reduced the carrying value of computer hardware and equipment by $3.4 million and
capitalized software by $9.8 million.

     In 2003, the Company revised the estimated useful life related to certain systems as the Company expected to replace the affected systems
in 2004. As a result, the Company accelerated depreciation based on the revised useful life for an amount totaling $686,000 in 2003.
Depreciation and amortization expense for the years ended December 31, 2002, 2003 and 2004 was $27.0 million and $16.0 million and
$17.3 million, respectively.

7. GOODWILL and INTANGIBLE ASSETS

     Goodwill and other intangible assets consists of the following (in thousands):

                                                                                                       December 31,

                                                                                                2003                  2004

                     Goodwill                                                               $     52,176       $       49,453

                     Other intangible assets:
                        Customer lists                                                               996                   996
                        Acquired technology                                                        2,208                 2,208

                     Total other intangible assets                                                 3,204                 3,204
                     Accumulated amortization                                                       (629 )              (1,954 )

                     Other intangible assets, net                                           $      2,575       $         1,250


     Amortization expense related to other intangible assets for the years ended December 31, 2002, 2003 and 2004 of $0, $629,000 and
$1.3 million, respectively, is included in depreciation and amortization expense. Amortization expense related to other intangibles for the years
ended December 31, 2005, 2006 and 2007 is expected to be $694,000, $344,000 and $212,000, respectively.

                                                                      F-22
8. ACCRUED EXPENSES

     Accrued expenses at December 31, 2003 and 2004 consist of the following (in thousands):

                                                                                                       December 31,

                                                                                                2003                  2004

Accrued wages                                                                                      6,884               15,656
RRC fee reserve                                                                                    4,423                4,289
Other                                                                                              4,217               12,685

Total accrued expenses                                                                      $     15,524       $       32,630

9. NOTES PAYABLE

     Notes payable consists of the following (in thousands):

                                                                                                   December 31,

                                                                                                2003                  2004

Promissory note payable to vendor; principal and interest payable quarterly at 6.4%
per annum with a maturity date of July 1, 2004; secured by the equipment financed       $              291    $               —
Promissory note payable to vendor; principal and interest payable quarterly at 1.73%
per annum with a maturity date of April 1, 2006; secured by the equipment financed                 1,513                     767
Promissory note payable to vendor; principal and interest payable quarterly at 2.88%
per annum with a maturity date of April 1, 2006; secured by the equipment financed                      91                    41
Promissory note payable to predecessor; principal and interest payable quarterly at
prime rate plus 1% per annum with a maturity date of August 13, 2004;                              2,949                      —
Promissory note payable to vendor; principal and interest payable quarterly at 3.87%
per annum with a maturity date of April 1, 2006; secured by the equipment financed                      —                    146
Promissory note payable to vendor; principal and interest payable quarterly at 2.08%
per annum with a maturity date of April 1, 2007; secured by the equipment financed                      —               1,443
Credit Agreement with a bank, bearing interest at the one-month LIBOR rate plus
2.00% (4.40% at December 31, 2004), with monthly paydown corresponding with the
cash collection of securitized notes receivable (see Note 4), with a maturity date of
February 1, 2007                                                                                   8,802                3,597

                                                                                                  13,646                5,994
Less: current portion                                                                            (12,678 )             (4,636 )

Notes payable, long-term                                                                $              968    $         1,358


Revolving Credit Facility

     In August 2002, the Company entered into a Revolving Credit Facility (Revolving Credit Facility), which provides the Company with up
to $15 million in available credit. Borrowings under the Revolving

                                                                    F-23
Credit Facility may be either Base Rate loans or Eurodollar rate loans. Base Rate loans bear interest at a fluctuating rate per annum equal to the
higher of the federal funds rate plus 0.5% or the lender's prime rate. Eurodollar rate loans bear interest at the Eurodollar rate plus the applicable
margin. The average interest rate on this facility was 5.44%, 4.12% and 4.27% for the years ended December 31, 2002, 2003 and 2004,
respectively. The Company's obligations under the Revolving Credit Facility are secured by all of the Company's assets (other than the assets
of NeuLevel, Inc. and those securing its obligations under the Credit Agreement, as discussed below) and its interest in NeuLevel, Inc.
(NeuLevel), its subsidiary. As of December 31, 2003 and 2004, $4.0 million and $1.8 million of letters of credit were outstanding, respectively.
As of December 31, 2003 and 2004, the available capacity under the Revolving Agreement was $11.0 million and $13.2 million, respectively.

    Under the terms of the Revolving Credit Facility, the Company must comply with certain financial covenants such as maintaining
minimum levels of consolidated net worth, quarterly consolidated EBITDA, and liquid assets and not exceeding certain levels of capital
expenditures and leverage ratios. Additionally, there are negative covenants that limit the Company's ability to declare or pay dividends,
acquire additional indebtedness, incur liens, dispose of significant assets, make acquisitions or significantly change the nature of the business
without permission of the lender.

     During 2003 and 2004, the Company was not in compliance with certain covenants and obtained waivers for such defaults.

Receivables Facilities

     In November 2001, the Company established a Receivables Facility with a bank, which provided the Company with up to a total of
$37 million, as amended, in available credit. In connection with the Receivables Facility, the Company drew down net proceeds of
approximately $28.0 million, net of financing costs, against $30.2 million in securitized notes receivable (see Note 4) in November 2001. This
balance was repaid in full in 2003.

     In September 2002, the Company drew down additional net proceeds of $6.7 million, net of financing costs, against $7.0 million in
securitized notes receivable (see Note 4). In October 2003, the Company used a portion of the proceeds from the new Receivables Facility, as
discussed below, to pay off the remaining balance on the Receivables Facility.

      In October 2003, the Company established a new Receivables Facility with a bank, pursuant to which it borrowed $10.1 million, secured
by, and payable from the proceeds of, its securitized notes receivable (see Note 4). An independent third party administers the collection of the
securitized notes receivable. As the securitized notes receivable are collected, the third party pays the bank directly for all secured amounts on a
monthly basis, thereby reducing the amounts outstanding under the facility. Minimum payments of $1 million have been due every six months
since January 2004, and all amounts outstanding are due February 1, 2007. The Company has guaranteed a portion of this Receivables Facility
(less than 10% of the outstanding principal balance) but is otherwise not liable for the collection of amounts owed under the secured securitized
notes receivable. The loan facility bears interest at the reserve adjusted one month LIBOR rate plus 2%. As of December 31, 2004, the rate was
4.40%.

                                                                        F-24
    As of December 31, 2004, remaining principal payments under promissory notes payable, the Revolving Agreement and the Credit
Agreement are as follows (in thousands):

                        2005                                                                                  $       4,636
                       2006                                                                                           1,031
                       2007                                                                                             327

                       Total                                                                                           5,994
                       Less: current portion                                                                          (4,636 )

                        Notes payable, long-term                                                              $       1,358


10. COMMITMENTS and CONTINGENCIES

Capital Leases

     The following is a schedule of future minimum lease payments due under capital lease obligations (in thousands):

                       2005                                                                                  $         5,812
                       2006                                                                                            5,424
                       2007                                                                                            1,849

                       Total minimum lease payments                                                                   13,085
                       Less: amounts representing interest                                                            (1,666 )

                       Present value of minimum lease payments                                                        11,419
                       Less: current portion                                                                          (4,813 )

                       Capital lease obligation, long-term                                                   $         6,606


     The following assets were capitalized under capital leases at the end of each period presented (in thousands):

                                                                                                       December 31,

                                                                                                2003                  2004

                     Equipment and hardware                                                $      24,185          $     14,922
                     Furniture and fixtures                                                        2,511                 1,918

                                                                                                  26,696                16,840
                     Less: accumulated amortization                                              (16,625 )              (4,982 )

                                                                                           $      10,071          $     11,858


   The Company is obligated under certain capital lease obligations to maintain letters of credit for the value of the underlying assets. The
Company has letters of credit with balances totaling $4.0 million and $1.8 million at December 31, 2003 and 2004, respectively.

                                                                      F-25
10. COMMITMENTS and CONTINGENCIES

Operating Leases

     The Company leases office space under noncancelable operating lease agreements. The leases terminate at various dates through 2010 and
generally provide for scheduled rent increases. Future minimum lease payments under noncancelable operating leases and rental income from
subleases as of December 31, 2004, are as follows (in thousands):

                                                                                                               Operating

                        2005                                                                               $         4,194
                        2006                                                                                         3,929
                        2007                                                                                         3,946
                        2008                                                                                         3,841
                        2009                                                                                         3,915
                        Thereafter                                                                                   3,638

                                                                                                           $        23,463

     Rent expense was $3.2 million, $2.6 million and $3.0 million for the years ended December 31, 2002, 2003 and 2004, respectively.

Contingencies

     Currently, and from time to time, the Company is involved in litigation incidental to the conduct of its business. The Company is not a
party to any lawsuit or proceeding that, in the opinion of management, is reasonably possible to have a material adverse effect on its financial
position, results of operations or cash flows.

11. RESTRUCTURING CHARGES

     In December 2001 and June 2002, the Company announced plans to restructure its operations to better integrate and align the resources of
the Company. This restructuring program included workforce reductions, closure of excess facilities, write-down of property and equipment
and other charges. As a result of this restructuring program, in conformity with SEC Staff Accounting Bulletin (SAB) No. 100, Restructuring
and Impairment Charges, and EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity Including Certain Costs incurred in a Restructuring , the Company recorded restructuring and other charges during the years ended
December 31, 2002 and 2003.

Workforce Reduction

     The restructuring program resulted in workforce reductions of approximately 130 employees across certain functional units and
geographic locations for the years ended December 31, 2002 and 2003, respectively. The Company recorded workforce reduction charges of
$1.7 million during the year ended December 31, 2002, primarily for severance and fringe benefits.

                                                                      F-26
Closure of Excess Facilities

     The Company recorded charges of approximately $4.1 million during the year ended December 31, 2002, for excess facilities relating to
lease terminations and excess lease costs. To determine the excess lease costs, which are net of the Company's cost recovery efforts from
subleasing a building, certain estimates were made related to the (1) time period over which the relevant building would remain vacant, (2) the
term of the sublease, and (3) sublease rates, including common area charges. During 2002, the Company recorded a change in estimate to
reduce the 2001 restructuring accrual by approximately $1.3 million due to changes in assumptions related to sub-lease income. During 2003, a
change in estimate of approximately $1.3 million was recorded to reduce the restructuring liability due primarily to the cancellation of a lease
without penalties previously believed to apply to the property, which had been abandoned in 2002. During 2004, a change in estimate of
approximately $220,000 was recorded to reduce the restructuring liability primarily due to changes in assumptions regarding the time period
over which the building will remain vacant.

     Property and equipment that was disposed of or removed from operations resulted in a net charge of $2.3 million, $0 and $0 during the
years ended December 31, 2002, 2003, and 2004, respectively, and consisted primarily of computer software, leasehold improvements, and
computer equipment.

     Restructuring costs recorded are summarized as follows (in thousands):

                                                                                                  Year Ended December 31,

                                                                                           2002              2003           2004

Workforce reduction                                                                    $      1,680 $              — $          —
Excess facilities                                                                             4,079                —            —
Change in estimates and assumptions                                                          (1,284 )          (1,296 )       (220 )
Write-down of property and equipment, as related to facility closures                         2,338                —            —
Other charges                                                                                   519                —            —

                                                                                       $      7,332      $     (1,296 ) $     (220 )


     At December 31, 2003 and 2004, the accrued liability associated with the restructuring and other related charges was $5.7 million and
$5.0 million, respectively. Amounts related to the lease termination due to the closure of excess facilities will be paid over the respective lease
terms, the longest of which extends through 2011. The Company paid approximately $3.3 million, $3.3 million and $900,000, in the years
ended December 31, 2002, 2003 and 2004, respectively, related to restructuring charges.

12. LEGAL PROCEEDINGS

     During 2001, the Company's subsidiary, NeuLevel, was involved in litigation over the randomization process of assigning domain names.
During 2002, the court approved a settlement pursuant to which the Company agreed to (i) provide refunds of the application fees associated
with the assignment of certain domain names and (ii) pay the plaintiffs' attorneys $1.2 million for attorney fees. During 2002, the Company
received insurance proceeds of $1.2 million related to the litigation that was recorded as a reduction of the associated legal expenses. The
amount owed to the plaintiffs' attorneys was paid in full during 2003.

                                                                        F-27
     Pursuant to the settlement agreement, the Company agreed to refund the $2 application fee it received for each application for a .biz name
for which there were multiple applicants (Group 2B) and refund $.15 for each application for a .biz name for which there was one applicant but
multiple applications (Group 2A), up to a maximum of $182,000 for all Group 2A applications. Through December 31, 2002 and 2003, the
Company refunded $1.5 million and $373,000, respectively, which is the total Group 2B amount. Through December 31, 2003, the Company
refunded $2,000 of the total Group 2A amount. The Company and the plaintiffs are awaiting final court approval of the Joint Final Report
submitted in July 2003 relating to the settlement.

13. INCOME TAXES

     The provision for income taxes consists of the following components (in thousands):

                                                                                                Year Ended December 31,

                                                                                         2002            2003             2004

                  Current:
                    Federal                                                          $          —    $      401     $       5,609
                    State                                                                       —           435             1,976

                  Total current                                                                 —           836             7,585
                  Deferred:
                     Federal                                                                    —               —          (5,429 )
                     State                                                                      —               —            (990 )

                  Total deferred                                                                —               —          (6,419 )

                  Total provision for income taxes                                   $          —    $      836     $       1,166


     As of June 30, 2004, the Company had generated operating profits for six consecutive quarters and had fully utilized its federal net
operating loss carryforwards. As a result of this earnings trend and projected operating results over future years, the Company reversed
approximately $20.2 million of its deferred tax asset valuation allowance, having determined that it was more likely than not that these deferred
tax assets will be realized. This reversal resulted in the recognition of an income tax benefit of $16.9 million and a reduction of goodwill of
$3.3 million. Of the total income tax benefit recognized, approximately $14.5 million relates to a federal deferred tax benefit with the
remainder representing the state deferred tax benefit.

     Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for
financial reporting purposes and the amounts used for income tax

                                                                      F-28
purposes. Significant components of the Company's net deferred income taxes are as follows (in thousands):

                                                                                                           December 31,

                                                                                                    2003                  2004

                     Deferred tax assets:
                       NOL carryforwards                                                    $          8,212       $            —
                       Restructuring accrual                                                           2,199                 1,964
                       Deferred revenue                                                                5,522                 4,939
                       Accrued compensation                                                            2,323                 5,792
                       Start-up costs                                                                  2,794                 1,742
                       Asset impairment charges                                                        2,565                    —
                       Stock-based compensation expense                                                  201                   602
                       Other reserves                                                                    276                 1,173
                       Other                                                                             359                   495

                     Total deferred tax assets                                                        24,451               16,707

                     Deferred tax liabilities:
                       Unbilled receivables                                                             (455 )                (482 )
                       Depreciation and amortization                                                  (2,421 )              (4,883 )
                       Identifiable intangibles                                                         (327 )                (236 )
                       Deferred expenses                                                              (1,024 )              (1,362 )
                       Other                                                                             (15 )                 (15 )

                     Total deferred tax liabilities                                                   (4,242 )              (6,978 )

                     Net deferred tax asset                                                           20,209                 9,729
                     Valuation allowance                                                             (20,209 )                  —

                     Net deferred asset                                                     $                —     $         9,729


     A reconciliation of the statutory United States statutory income tax rate to the effective income tax rate follows:

                                                                                                Year ended December 31,

                                                                                           2002             2003          2004

                        Tax at statutory rate                                               35.0 %           35.0 %        35.0 %
                        State taxes                                                          4.3              5.7           5.1
                        AMT Credit/Tax                                                       0.0              1.6          (1.0 )
                        Other                                                                2.2              0.0           0.1
                        Change in valuation allowance                                      (41.5 )          (39.0 )       (36.7 )

                        Effective tax rate                                                   0.0 %            3.3 %         2.5 %


    The Federal and state net operating loss and tax credit carryforwards were not subject to limitation under Section 382 of the Internal
Revenue Code.

                                                                       F-29
14. CONVERTIBLE PREFERRED STOCK

Preferred Stock

     The Company's Certificate of Incorporation provides for the issuance of 100,000 shares of Series A non-voting Preferred Stock, $.01 par
(Series A); 4,000,000 shares of Series B Voting Convertible Preferred Stock, $.01 par (Series B); 28,600,000 shares of Series C Voting
Convertible Preferred Stock, $.01 par (Series C); 10,000,000 shares of Series D Voting Convertible Preferred Stock, $.01 par (Series D);
5,000,000 shares of Series E Voting Convertible Preferred Stock, $.01 par (Series E).

     The Company is also authorized to issue 5,000,000 shares of undesignated preferred stock. These shares have not been designated but may
be issued from time to time, in one or more series, to be determined by the Board of Directors. The Board of Directors has authority to fix, by
resolution or resolutions adopted prior to the issuance of any shares of a particular series, the terms of any such designated shares, including
number of shares issued, dividends to be received, conversion rights, redemption rights, liquidation rights, and voting power rights.

Series A Preferred Stock

     There was no Series A outstanding at December 31, 2003 or 2004.

Series B Preferred Stock

     The holders of the Series B are entitled to receive preferential cumulative dividends in cash at the rate per share of 6% of stated value
($0.651) or $0.04 per annum, compounded quarterly. Dividends may be declared and paid on the Series B. Each share of Series B is
convertible into seven shares of common stock, subject to anti-dilution adjustments, and is entitled to that number of votes. Conversion into
common stock is automatic in the event of an underwritten public offering (or a combination of offerings) of common stock with gross
proceeds to the Company of not less than $50 million (Qualified IPO). In the event of liquidation, dissolution, or winding up of the Company,
the holders of the Series B shall receive, on par with the holders of the Series C, a liquidation preference of $0.651 per share plus any accrued
and unpaid dividends per share. Dividends on the Series B were $4,500, $4,800 and $4,800 for each of the years ended December 31, 2002,
2003 and 2004. Accrued and unpaid dividends on Series B were $13,000, $18,000 and $1,000 at December 31, 2002, 2003 and 2004,
respectively.

     The Series B has a deemed liquidation provision included among the rights given to its holders whereby, upon the sale of the Company or
substantially all the Company's assets, the holders of the Series B are entitled to elect to receive a cash payment equal to the liquidation
preference or the amount of consideration that would have been payable had the Series B converted to common stock.

Series C Preferred Stock

     The holders of the Series C are entitled to receive cumulative dividends in cash at the rate per share of 6% of stated value ($2.956) or
$0.18 per annum, compounded quarterly. Dividends may be declared and paid on the Series C in preference in respect to other series of stock
determined as subordinate. The Series C are convertible to common shares on a 1.4-for-1 basis, subject to anti-dilution adjustments. Upon a
Qualified IPO, the Series C will automatically convert to common stock at the applicable conversion price. Each share of Series C is entitled to
the same number of votes as the shares of common stock into which it is convertible. The Company also has the right to redeem,

                                                                       F-30
in whole or in part, the Series C outstanding at the Series C redemption price of $2.956 per share, plus an amount equal to any and all dividends
accrued and unpaid, with consent of the holders of a majority of the Series C. In the event of liquidation, dissolution, or winding up of the
Company, the holders of the Series C shall receive, on par with the holders of the Series B, a liquidation preference of $2.956 per share plus
any accrued and unpaid dividends per share. Dividends on the Series C were approximately $5.4 million and $5.7 million and $5.8 million for
the years ended December 31, 2002, 2003 and 2004, respectively. Accrued and unpaid dividends on the Series C were approximately
$8.3 million, $14.0 million and $1.3 million at December 31, 2002, 2003 and 2004, respectively.

     The Series C has a deemed liquidation provision included among the rights given to its holders whereby, upon the sale of the Company or
substantially all the Company's assets, the holders of the Series C are entitled to elect to receive a cash payment equal to the liquidation
preference or the amount of consideration that would have been payable had the Series C converted to common stock.

Series D Preferred Stock

     Holders of the Series D are entitled to receive cumulative dividends in cash at the rate per share of 6% of stated value ($5.935) or $0.36
per annum, compounded quarterly. Dividends may be declared and paid on the Series D, subject in all cases to the rights and preferences of the
holders of Series B and C but are in preference with respect to other series of shares determined as subordinate. The Series D are convertible to
common shares on a 1.4-for-1 basis, subject to anti-dilution adjustments. Upon a Qualified IPO, the Series D will automatically convert to
common stock at the conversion price applicable at that time. Each share of Series D is entitled to that number of votes as the shares of
common stock into which it is convertible.

     During the period commencing on August 5, 2006 and ending September 5, 2006, the holders of a majority of the then-outstanding shares
of Series D and Series E may require the Company to engage an independent investment banker to seek a third-party purchaser for
then-outstanding Series D and E at not less than the applicable liquidation amount or some or all of the Company's assets or to sell additional
securities to fund the redemption of the Series D and Series E, such that the holders of such shares will receive the applicable liquidation
amount. If the shares of Series D and Series E are not purchased or redeemed by the Company prior to June 5, 2007, the Company must redeem
such shares on that date. If a majority of the holders of Series D and E do not elect to have their shares redeemed, a certain holder of Series D
has a one-month period ending in October 2006 to require the Company to redeem their shares on June 5, 2009. If the Board of Directors
determines that funds will not be reasonably available to satisfy the redemption obligation, the Company shall not be required to do so,
provided that it increases the dividend rate on shares held by a certain holder of Series D by .5% per annum, up to a maximum dividend rate of
15% per annum. Series D will be redeemable in amounts equal to the original investment plus accrued and unpaid dividends. The redemption
amount of the Series D, $54.0 million plus accrued and unpaid dividends is being accreted to August 5, 2006, the beginning of the period when
holders of Series D may seek redemption of their shares.

     In the event of a liquidation, dissolution, or winding up of the Company, the holders of the Series D and E will be entitled to a liquidation
preference over holders of all other series of preferred and common stock. The holders of the Series B and C are pari passu and have preference
over the common stockholders. Dividends on and accretion of the Series D were approximately $3.4 million, $3.6 million and $3.7 million for
the years ended December 31, 2002, 2003 and 2004, respectively.

                                                                      F-31
Accrued and unpaid dividends on the Series D were $5.3 million, $8.9 million and $817,000 at December 31, 2002, 2003 and 2004,
respectively.

Series E Preferred Stock

     There was no Series E outstanding at December 31, 2003 or 2004.

15. STOCKHOLDERS' DEFICIT — Common Stock and Warrants

Common Stock

     The Company has 100,000,000 shares of common stock, $.002 par value, authorized for issuance. The common stock has one vote per
share.

      The Company has granted the minority interest holder of NeuLevel an option to purchase within 30 days of completion of the Company's
initial public offering up to $20.0 million worth of common stock at a purchase price per share equal to the public offering price. Upon
completion of the Company's initial public offering, this option will be accounted for as a derivative in accordance with EITF Issue No. 00-19,
Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.

Warrants

     In prior years, the Company issued warrants to purchase 6,361,383 shares of common stock at $0.0667 per share in connection with
certain debt financings. The warrants expire on December 7, 2009 if unexercised. No warrants had been exercised as of December 31, 2004.

Reserve for Issuance

     At December 31, 2004, the Company has authorized the following shares of common stock for issuance upon conversion of the preferred
stock and the exercise of options and warrants:

Series B (100,000 shares outstanding)                                                                     700,000
Series C (28,569,692 shares outstanding)                                                               39,997,565
Series D (9,098,525 shares outstanding)                                                                12,737,932
Common stock options                                                                                   15,541,607
Common stock warrants                                                                                   6,361,383

Total shares of authorized common stock reserved for future issuance                                   75,338,487

16. STOCK OPTION PLANS

     The Company has a 1999 Equity Incentive Plan (the Plan) pursuant to which the Company may issue stock options to purchase common
stock. In June 2004, the Company amended the Plan to increase the number of shares covered by the Plan from 14,133,708 to 17,143,708. The
exercise price per share for options granted under the Plan is generally not less than 100% of the fair market value of the common stock on the
option grant date. The Board of Directors or Compensation Committee of the Board of Directors determines the vesting of the options, with a
maximum vesting period of ten

                                                                       F-32
years. Options issued through 2004 generally vest with respect to 25% of the shares on the first anniversary of the grant date and 2.083% of the
shares on the last day of each succeeding calendar month thereafter. The options expire ten years from date of issuance and are forfeitable upon
termination of an option holder's service.

     The following table summarizes the Company's stock option activity:

                                                                                                           Weighted-
                                                                                                            Average
                                                                                           Shares         Exercise Price

Outstanding at December 31, 2001                                                            8,163,147 $                    0.11
  Options granted                                                                           3,128,918                      3.72
  Options exercised                                                                          (392,682 )                    0.07
  Options forfeited                                                                        (1,537,523 )                    1.62

Outstanding at December 31, 2002                                                            9,361,860                      1.06
  Options granted                                                                           4,016,446                      5.26
  Options exercised                                                                          (220,060 )                    0.18
  Options forfeited                                                                          (455,978 )                    2.00

Outstanding at December 31, 2003                                                          12,702,268                       2.37
  Options granted                                                                          2,983,173                       6.69
  Options exercised                                                                         (611,118 )                     0.15
  Options forfeited                                                                         (712,681 )                     3.91

Outstanding at December 31, 2004                                                          14,361,642                       3.29

Exercisable at December 31, 2004                                                            8,547,241                      1.47

Exercisable at December 31, 2003                                                            7,456,761                      0.92

Exercisable at December 31, 2002                                                            5,009,607                      0.47


     The following table summarizes information regarding options outstanding at December 31, 2004:

                                                                                   Weighted-
                                                                                     Average
                                                                                   Remaining
                                                                                 Contractual Life
                                    Options Outstanding                             (in years)                       Options Exercisable

                           Number of                      Weighted-                                         Number of                    Weighted-
   Range of                 Options                        Average                                           Options                      Average
 Exercise Price            Outstanding                   Exercise Price                                     Exercisable                 Exercise Price

$0.07 – $0.54                  5,774,510             $             0.10                        5.41          5,683,234              $             0.09
    $3.18                        724,589                           3.18                        6.97            624,949                            3.18
$4.29 – $4.64                  3,469,227                           4.42                        8.05          2,147,548                            4.38
$6.25 – $6.43                  3,779,697                           6.32                        9.24             80,297                            6.25
    $8.39                        613,619                           8.39                        9.88             11,213                            8.39

                             14,361,642                            3.29                        7.33          8,547,241                            1.47


                                                                          F-33
     On June 22, 2004, the Company granted options to employees for the purchase of 2,369,554 shares of common stock with an exercise
price of $6.25, which represented a contemporaneous determination of fair market value of the Company's common stock by the Company's
board of directors. On November 18, 2004, the Company granted options to employees for the purchase of 613,619 shares of common stock
with an exercise price of $8.39, which represented a contemporaneous determination of fair market value of the Company's common stock by
the Company's board of directors.

     As of December 31, 2004, the Company had granted a total of 557,446 stock options to nonemployees at a weighted-average exercise
price of $2.45 per share, all of which remain outstanding at December 31, 2004. The Company has applied the recognition provisions of SFAS
No. 123 and EITF 96-18 related to these stock options and utilized the Black-Scholes option-pricing model to determine the fair value of these
stock options at each reporting date until a measurement date is achieved under EITF 96-18 (generally upon vesting of the award). In
connection with these awards, the Company recognized compensation expense of $189,000, $249,000 and $644,000 for the years ended
December 31, 2002, 2003 and 2004, respectively. At December 31, 2004, compensation expense to be recognized for future services associated
with these stock options was approximately $885,000. This amount is subject to adjustment based on fluctuations in the fair value of common
stock.

     In June 2004, the Company entered into an agreement with an employee which gave the employee the right to put 150,000 shares of
common stock to be received upon the exercise of vested stock options back to the Company at $6.75 per share. In July 2004, the employee
exercised vested stock options for 150,000 shares of common stock and put the shares back to the Company in August 2004. The Company
recognized stock-based compensation expense of $982,000 on the date the put right was granted in accordance with FASB Interpretation
No. 44, Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of ABP 25 . The shares repurchased were held in
treasury as of December 31, 2004.

     On July 19, 2004, the Company granted an employee of the Company the right to receive a total of 250,000 shares of common stock. The
stock right cliff vests on December 18, 2008. The Company recorded $2.2 million in deferred compensation expense during the year ended
December 31, 2004 in connection with this stock grant. The deferred compensation is calculated as the fair value of the shares on the grant date
and is being amortized over the vesting period of the restricted stock.

17. EMPLOYEE BENEFIT PLANS

     The Company has a 401(k) Profit-Sharing Plan for the benefit of all employees who meet certain eligibility requirements. This plan covers
substantially all of the Company's full-time employees. The plan documents provide for the Company to make matching and other
discretionary contributions, as determined by the Board of Directors. During the year ended December 31, 2001, the Company also participated
in a money-purchase plan, which provided for the Company to make contributions to participants based on a percentage of their compensation,
as defined in the plan document. All activity as related to the money-purchase plan was frozen on December 15, 2001, and effective January 1,
2002, the net assets of this plan were merged with the net assets of the 401(k) Profit Sharing Plan. The Company recognized contribution
expense related to both plans totaling $1.4 million, $1.3 million and $1.5 million for the years ended December 31, 2002, 2003 and 2004,
respectively.

                                                                     F-34
18. RELATED PARTY TRANSACTIONS

     During the years ended December 31, 2002, 2003 and 2004, the Company acquired professional services from a company owned by a
family member of the Chairman and CEO of the Company. The services were related to build-out work on the Company's leased office spaces.
The amounts paid to the related party during the years ended December 31, 2002, 2003 and 2004 were approximately $24,000, $38,000 and
$117,000, respectively. As of December 31, 2003 and 2004, the Company has a payable to this party of $19,000 and $0, respectively.

     The Company has entered into an agreement with Melbourne IT Limited (MIT), a holder of a 10% interest in NeuLevel, whereby MIT
serves as a registrar for domain names within the .biz top-level domain. During the years ended December 31, 2002, 2003 and 2004, the
Company recorded approximately $394,000, $377,000 and $512,000 respectively, in revenue from MIT related to domain name registration
services and other nonrecurring revenues from IP claim notification services and pre-registration services.

19. SUBSEQUENT EVENT

     On February 1, 2005, the Company acquired Fiducianet, Inc. (Fiducianet) for $2.2 million in cash and the issuance of 35,745 shares of
common stock for total purchase consideration of $2.6 million. The acquisition of Fiducianet enables the Company to serve as a single point of
contact in managing all day-to-day customer obligations involving subpoenas, court orders and law enforcement agency requests under
electronic surveillance laws including the Communications Assistance for Law Enforcement, Patriot and Homeland Security Acts. The
acquisition has been accounted for using purchase accounting. The Company is currently in the process of completing its purchase price
allocation.

       In March 2005, the Company's Board of Directors approved a registration statement on Form S-1 to be filed with the Securities and
Exchange Commission in connection with the initial public offering of the Company's common stock. In connection with the Company's initial
public offering, the Company's Board of Directors approved a recapitalization of the Company, which would result in (i) payment of all
accrued and unpaid dividends on all of the outstanding shares of preferred stock, followed by the conversion of all of the outstanding shares of
preferred stock into shares of common stock, (ii) thereafter, the amendment of the Company's certificate of incorporation to provide for Class A
common stock and Class B common stock and simultaneously split each share of common stock into 1.4 shares of Class B common stock, and
(iii) the ultimate conversion of all outstanding shares of Class B common stock into shares of Class A common stock at the election of the
holder of such shares of Class B common stock (collectively, the "Recapitalization"). The accompanying consolidated financial statements give
retroactive effect as though the 1.4 for 1 split of the Company's common stock occurred for all periods presented, but do not reflect the other
aspects of the Recapitalization.

                                                                     F-35
20. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

                                                                                                Quarter Ended

                                                                        Mar. 31,          Jun. 30,               Sep. 30,          Dec. 31,
                                                                         2003              2003                   2003              2003

                                                                                      (in thousands, except per share data)


Summary consolidated statements of operations:
  Total revenue                                                    $        25,871    $        26,310       $        28,018    $       31,494 (1)
  Income from operations                                                     6,531              5,669                 9,222             5,252
  Net income                                                                 5,455              5,158                 8,595             4,820
  Net income attributable to common stockholders                             3,142              2,787                 6,163             2,353
  Net income attributable to common stockholders per common
  share—basic                                                      $           0.71   $           0.62      $           1.34   $          0.46
  Net income attributable to common stockholders per common
  share—diluted                                                    $           0.07   $           0.06      $           0.11   $          0.06



                                                                                                Quarter Ended

                                                                        Mar. 31,          Jun. 30,               Sep. 30,          Dec. 31,
                                                                         2004              2004                   2004              2004

                                                                                      (in thousands, except per share data)


Summary consolidated statements of operations:
  Total revenue                                                    $        38,714    $        39,610       $        45,229    $       41,448 (1)
  Income from operations                                                    14,054             11,586                14,794             6,977
  Net income                                                                13,533             18,668                 8,964             4,211
  Net income attributable to common stockholders                            11,056             16,155                 6,386             2,042
  Net income attributable to common stockholders per common
  share—basic                                                      $           2.06   $           2.94      $           1.10   $          0.35
  Net income attributable to common stockholders per common
  share—diluted                                                    $           0.17   $           0.23      $           0.11   $          0.06


(1)
      Revenue for the quarters ended December 31, 2003 and 2004 reflects contractual pricing discounts based on pre-established annual
      aggregate transaction volume targets under our contracts with North American Portability Management, LLC, which had a $6.0 million
      impact and $11.9 million impact respectively.

                                                                 F-36
                                                             NEUSTAR, INC.

                                                 CONSOLIDATED BALANCE SHEETS
                                             (in thousands, except share and per share data)

                                                                                                                   Pro Forma
                                                                          December 31,          March 31,          March 31,
                                                                              2004               2005                 2005

                                                                                                (unaudited)        (unaudited)


ASSETS
Current assets:
  Cash and cash equivalents                                         $              19,019   $         23,381   $
  Restricted cash                                                                   4,835              3,527
  Short-term investments                                                           44,910             52,210
  Accounts receivable, net of allowance for doubtful accounts of
  $468 and $403, respectively                                                      29,171             34,598
  Unbilled receivables                                                                980              1,938
  Securitized notes receivable                                                      3,325              2,716
  Notes receivable                                                                    965                920
  Prepaid expenses and other current assets                                         3,747              4,168
  Deferred costs                                                                    1,570              4,756
  Deferred tax asset                                                               10,923              8,117

Total current assets                                                              119,445            136,331

Restricted cash, long-term                                                            835                500
Property and equipment, net                                                        36,504             38,341
Goodwill                                                                           49,453             50,566
Intangibles assets, net                                                             1,250              3,511
Securitized notes receivable, long-term                                             1,074                434
Deferred costs, long-term                                                           1,932              1,733
Other noncurrent assets                                                               961                770

Total assets                                                        $             211,454   $        232,186   $

                                                         See accompanying notes.

                                                                   F-37
                                                                                  NEUSTAR, INC.

                                                                 CONSOLIDATED BALANCE SHEETS
                                                             (in thousands, except share and per share data)

                                                                                                                                                 Pro Forma
                                                                                                  December 31,            March 31,              March 31,
                                                                                                      2004                 2005                     2005

                                                                                                                          (unaudited)            (unaudited)


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                                           $            2,828      $            7,619     $
   Accrued expenses                                                                                       32,630                  24,314
   Income taxes payable                                                                                      419                   6,522
   Customer credits                                                                                       15,541                  11,573
   Deferred revenue                                                                                       13,972                  19,579
   Notes payable                                                                                           4,636                   3,371
   Capital lease obligation                                                                                4,813                   5,116
   Accrued restructuring reserve                                                                           1,330                     964

Total current liabilities                                                                                 76,169                  79,058
Deferred revenue, long-term                                                                               13,812                  14,055
Notes payable, long-term                                                                                   1,358                     994
Capital lease obligation, long-term                                                                        6,606                   6,542
Accrued restructuring reserve, long-term                                                                   3,719                   2,914
Deferred tax liability                                                                                     1,194                   2,596

Total liabilities                                                                                        102,858                 106,159

Commitments and contingencies

Series B Voting Convertible Preferred Stock, $0.01 par value; 4,000,000 shares authorized;
100,000 shares issued and outstanding and no shares issued or outstanding on a pro forma
basis; liquidation preference of $67 at March 31, 2005                                                           66                     67
Series C Voting Convertible Preferred Stock, $0.01 par value; 28,600,000 shares authorized;
28,569,692 shares issued and outstanding and no shares issued or outstanding on a pro forma
basis; liquidation preference of $86,985 at March 31, 2005                                                85,717                  86,985
Series D Voting Convertible Preferred Stock, $0.01 par value; 10,000,000 shares authorized;
9,098,525 shares issued and outstanding and no shares issued or outstanding on a pro forma
basis; liquidation preference of $55,628 at March 31, 2005                                                54,671                  55,545

Stockholders' deficit:
      Class A common stock, $0.001 par value; no shares authorized, issued and outstanding
      as of December 31, 2004 and March 31, 2005; 200,000,000 shares authorized; no
      shares issued and outstanding on a pro forma basis                                                         —                      —
      Class B common stock, $0.001 par value; no shares authorized, issued and outstanding
      as of December 31, 2004 and March 31, 2005; 100,000,000 shares authorized; • shares
      issued and outstanding on a pro forma basis                                                                —                      —
      Common stock, $0.002 par value; 100,000,000 share authorized; 6,159,985 and
      6,320,282 issued and outstanding as of December 31, 2004 and March 31, 2005,
      respectively; no shares authorized, issued and outstanding on a pro forma basis (see
      Note 19)                                                                                                12                      13
      Additional paid-in capital                                                                              —                      544
      Deferred stock compensation                                                                         (1,733 )                (1,625 )
      Treasury stock, at cost, 236,366 shares at December 31, 2004                                        (1,125 )                (1,125 )
      Accumulated deficit                                                                                (29,012 )               (14,377 )

Total stockholders' deficit                                                                              (31,858 )               (16,570 )

Total liabilities and stockholders' deficit                                                   $          211,454      $          232,186     $

                                                                             See accompanying notes.

                                                                                          F-38
                                                            NEUSTAR, INC.

                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                               (in thousands, except per share data)

                                                                                             Three Months Ended March 31,

                                                                                               2004                 2005

                                                                                                      (Unaudited)


Revenue:
  Addressing                                                                             $        11,960       $      19,721
  Interoperability                                                                                 7,607              13,087
  Infrastructure and other                                                                        19,147              24,984

Total revenue                                                                                     38,714              57,792

Operating expense:
  Cost of revenue (excluding depreciation and amortization shown separately below)                10,470              13,263
  Sales and marketing                                                                              4,146               7,018
  Research and development                                                                         1,731               2,570
  General and administrative                                                                       3,393               7,590
  Depreciation and amortization                                                                    4,920               3,582
  Restructuring recoveries                                                                            —                 (706 )

                                                                                                  24,660              33,317

Income from operations                                                                            14,054              24,475
Other (expense) income:
   Interest expense                                                                                   (747 )               (626 )
   Interest income                                                                                     326                  475

Income before income taxes                                                                        13,633              24,324
Provision for income taxes                                                                           100               9,693

Net income                                                                                        13,533              14,631
Dividends on and accretion of preferred stock                                                     (2,477 )            (2,143 )

Net income attributable to common stockholders                                           $        11,056       $      12,488

Net income attributable to common stockholders per common share:
  Basic                                                                                  $            2.06     $           2.08

   Diluted                                                                               $            0.17     $           0.19

Weighted average common shares outstanding:
  Basic                                                                                            5,355               6,002

   Diluted                                                                                        80,658              75,712

Pro forma net income attributable to common stockholders per common share (unaudited):
   Pro forma net income attributable to common stockholders                                                    $

   Pro forma net income attributable to common stockholders per common share:
          Basic                                                                                                $

         Diluted                                                                                               $

   Pro forma weighted average common shares outstanding:
          Basic
Diluted


          See accompanying notes.

                   F-39
                                                               NEUSTAR, INC.

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (in thousands except share and per share data)

                                                                                                     Three Months Ended
                                                                                                          March 31,

                                                                                                   2004                  2005

                                                                                                           (Unaudited)


Operating activities:
Net income                                                                                     $      13,533      $         14,631
Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization                                                                       4,920                 3,582
      Stock compensation                                                                                    195                 2,322
      Amortization of deferred financing costs                                                               47                    22
      Deferred income taxes                                                                                  —                  3,411
      Noncash restructuring charge                                                                           —                   (706 )
      Provision for doubtful accounts                                                                        50                   300
Changes in operating assets and liabilities, net of acquisitions:
      Accounts receivable                                                                                238                (6,153 )
      Unbilled receivables                                                                                79                  (958 )
      Notes receivable                                                                                 1,200                 1,294
      Prepaid expenses and other current assets                                                       (2,602 )                (366 )
      Deferred costs                                                                                      28                (2,987 )
      Other assets                                                                                       230                   169
      Accounts payable and accrued expenses                                                           (4,163 )              (3,128 )
      Income taxes payable                                                                                —                  6,103
      Accrued restructuring reserve                                                                      (20 )                (465 )
      Customer credits                                                                                (4,500 )              (3,968 )
      Deferred revenue                                                                                   477                 5,575

   Net cash provided by operating activities                                                              9,712             18,678

Investing activities:
      Purchases of property and equipment                                                             (2,194 )              (3,398 )
      Sales (purchases) of investments, net                                                              200                (7,300 )
      Businesses acquired                                                                                 —                 (2,164 )

   Net cash used in investing activities                                                              (1,994 )             (12,862 )

Financing activities:
      (Release) issuance of restricted cash                                                          (13,992 )               1,643
      Proceeds from issuance of notes payable                                                            262                    —
      Principal repayments on notes payable                                                           (2,429 )              (1,629 )
      Principal repayments on capital lease obligations                                               (2,729 )              (1,558 )
      Proceeds from exercise of common stock options                                                      12                    90

   Net cash used in financing activities                                                             (18,876 )              (1,454 )

Net (decrease) increase in cash and cash equivalents                                                 (11,158 )               4,362
Cash and cash equivalents at beginning of period                                                      60,232                19,019

Cash and cash equivalents at end of period                                                     $      49,074      $         23,381


                                                           See accompanying notes.

                                                                     F-40
                                                                NEUSTAR, INC.

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   DESCRIPTION OF BUSINESS AND ORGANIZATION

     NeuStar, Inc. (the Company) provides the North American communications industry with essential clearinghouse services. The Company
operates the sole authoritative directories that manage virtually all telephone area codes and numbers, and enable the dynamic routing of calls
among thousands of competing communications service providers, or CSPs, in the United States and Canada. The Company also provides
clearinghouse services to emerging CSPs including Internet service providers, cable television operators, and voice over internet protocol, or
VoIP, service providers. In addition, the Company manages the authoritative directories for the .us and .biz Internet domains, as well as for
Common Short Codes, part of the short messaging service, or SMS, relied on by the US wireless industry.

    The Company provides its services from its clearinghouse, which includes unique databases and systems for workflow and transaction
processing. These services are used by CSPs to solve a range of their technical and operating requirements, including:

     •
            Addressing. The Company enables CSPs to use critical, shared addressing resources, such as telephone numbers, several Internet
            domain names, and Common Short Codes.

     •
            Interoperability. The Company enables CSPs to exchange and share critical operating data so that communications originating on
            one provider's network can be delivered and received on the network of another CSP. The Company also facilitates order
            management and work flow processing among CSPs.

     •
            Infrastructure and Other. The Company enables CSPs to more efficiently manage changes in their own networks by centrally
            managing certain critical data they use to route communications over their own networks.

    In March 2005, the Company's Board of Directors approved a registration statement on Form S-1 to be filed with the Securities and
Exchange Commission in connection with the Initial Common Stock Offering.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

     The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the
results that may be expected for the full fiscal year. The balance sheet for December 31, 2004 has been derived from the audited consolidated
financial statements at that date but does not include all of the information and notes required by U. S. generally accepted accounting principles
for complete financial statements.

    These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of
December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 appearing elsewhere in this prospectus.

                                                                      F-41
Unaudited Pro Forma Financial Information

     The pro forma consolidated balance sheet data as of March 31, 2005 give effect to all aspects of the Recapitalization (see Note 6) as
though it had occurred on March 31, 2005, except for the conversion of all outstanding shares of Class B common stock into shares of Class A
common stock. The pro forma consolidated statement of operations data for the three months ended March 31, 2005 give effect to all aspects of
the Recapitalization as though it had occurred at the beginning of the period, except for the conversion of all outstanding shares of Class B
common stock into shares of Class A common stock. The pro forma net income attributable to common stockholders per common share and
the pro forma weighted average shares outstanding included in the statement of operations information reflect the Recapitalization as though it
had occurred at the beginning of the period, except for the conversion of all outstanding shares of Class B common stock into shares of Class A
common stock. Accrued and unpaid dividends as of December 31, 2004 and March 31, 2005 were $2.1 million and $4.2 million, respectively,
in the aggregate and are included within the respective Preferred Stock captions in the consolidated balance sheets.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from
those estimates.

Reclassifications

     Certain amounts in the prior periods' financial statements have been reclassified to conform to the current period presentation.

Accounting for Stock-Based Compensation

     SFAS No. 123, Accounting for Stock-Based Compensation , as amended by SFAS No. 148, Accounting for Stock-Based
Compensation—Transition and Disclosure, an amendment of SFAS No. 123 (SFAS No. 123), allows companies to account for stock-based
compensation using either the provisions of SFAS No. 123 or the provisions of Accounting Principles Board (APB) No. 25, Accounting for
Stock Issued to Employees , but requires pro forma disclosure in the notes to the financial statements as if the measurement provisions of SFAS
No. 123 had been adopted. The Company accounts for its stock-based employee compensation in accordance with APB No. 25. Stock
compensation expense to nonemployees has been determined in accordance with SFAS No. 123 and Emerging Issues Task Force Issue
No. 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Connection with Selling Goods or
Services (EITF 96-18) and represents the fair value of the consideration received or the fair value of the equity instrument issued, whichever
may be more reliably measured. For options that have not reached a measurement date under EITF 96-18, the fair value of the options granted
to nonemployees is periodically remeasured at each reporting date.

                                                                        F-42
Accounting for Stock-Based Compensation

     The following table illustrates the effect of net income attributable to common stockholders and net income attributable to common
stockholders per common share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based
compensation.

                                                                                                    Three Months Ended
                                                                                                         March 31,

                                                                                                   2004                2005

                                                                                                          (Unaudited)
                                                                                                (in thousands, except per share
                                                                                                             data)


                     Pro forma net income attributable to common stockholders:
                        As reported                                                         $        11,056       $      12,488
                        Add: stock-based compensation expense included in reported
                        net income attributable to common stockholders                                    195              2,322
                        Deduct: Total stock-based compensation expense determined
                        under fair value-based method for all awards                                 (1,133 )             (2,953 )

                     Pro forma net income attributable to common stockholders               $        10,118       $      11,857


                     Net income attributable to common stockholders per share:
                     Basic—as reported                                                      $             2.06    $           2.08

                     Basic—pro forma                                                        $             1.89    $           1.98

                     Diluted—as reported                                                    $             0.17    $           0.19

                     Diluted—pro forma                                                      $             0.13    $           0.16


     The Black-Scholes option-pricing valuation model was developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions. Because
the Company's stock options have characteristics significantly different from those of publicly traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock options.

     The effect of applying SFAS No. 123 on pro forma net income attributable to common stockholders as stated above is not necessarily
representative of the effects on reported net income attributable to common stockholders for future years due to, among other things, the
vesting period of the stock options and the fair value of additional options to be granted in the future years.

     For the purposes of the disclosure required by SFAS No. 123, the weighted-average fair value of each option granted during the three
months ended March 31, 2005 was $6.14. There were no options granted during the three months ended March 31, 2004. The fair value of each
option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued
during the three months ended March 31, 2005: expected life of 5 years; expected volatility of 63.11%; risk free interest rate, 3.89%; and
dividend yield of 0.00% during the option term.

Basic and Diluted Net Income Attributable to Common Stockholders per Common Share

    Basic net income attributable to common stockholders per common share excludes dilution for potential common stock issuances and is
computed by dividing net income attributable to common

                                                                      F-43
stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income attributable to common
stockholders per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.

      The following table provides a reconciliation of the numerators and denominators used in computing basic and diluted net income
attributable to common stockholders per common share and pro forma net income attributable to common stockholders per common share (in
thousands, except per share data):

                                                                                                 Three Months Ended
                                                                                                      March 31,

                                                                                                2004                 2005

                                                                                                       (Unaudited)


                    Historical:
                    Numerator:
                      Net income                                                            $     13,533 $            14,631
                      Dividends on and accretion of convertible preferred stock                   (2,477 )            (2,143 )

                        Net income attributable to common stockholders                      $     11,056      $       12,488


                    Pro forma:
                    Numerator:
                      Net income attributable to common stockholders                                          $       12,488
                      Dividends on and accretion of convertible preferred stock                                        2,143

                        Pro forma net income attributable to common stockholders                              $       14,631


                    Historical:
                    Denominator:
                      Weighted average common shares outstanding—basic                             5,355               6,002
                      Dilutive effect of:
                             Stock options for the purchase of common stock                        6,672               9,144
                             Conversion of preferred stock and accrued dividends
                             payable into common stock                                            62,361              54,244
                             Warrants for the purchase of common stock                             6,270               6,322

                        Weighted average common shares outstanding—diluted                        80,658              75,712


                    Pro Forma:
                    Denominator:
                      Weighted average common shares outstanding—basic
                      Assumed conversion of preferred stock into common stock

                        Pro forma weighted average common shares outstanding—basic
                        Dilutive effect of:
                               Stock options for the purchase of common stock
                               Warrants for the purchase of common stock

                        Pro forma weighted average common shares
                        outstanding—diluted


                                                                      F-44
Income Taxes

      Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting bases and the tax bases of
assets and liabilities. Deferred tax assets are also recognized for tax net operating loss carryforwards. These deferred tax assets and liabilities
are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. The
realization of total deferred tax assets is contingent upon the generation of future taxable income. Valuation allowances are provided to reduce
such deferred tax assets to amounts more likely than not to be ultimately realized.

    Income tax expense includes U.S. federal, state and local income taxes and is based on pre-tax income. The interim period provision for
income taxes is based upon the Company's estimate of its annual effective income tax rate. In determining the estimated annual effective
income tax rate, the Company analyzes various factors, including projections of the Company's annual earnings and taxing jurisdictions in
which the earnings will be generated, the impact of state and local income taxes and the ability of the Company to use tax credits and net
operating loss carryforwards.

      As of June 30, 2004, the Company generated operating profits for six consecutive quarters and had fully utilized its federal net operating
loss carryforwards. As a result of this earnings trend and projected operating results over future years, the Company reversed approximately
$20.2 million of its deferred tax asset valuation allowance, having determined that it was more likely than not that these deferred tax assets will
be realized. This reversal resulted in the recognition of an income tax benefit of $16.9 million and a reduction of goodwill of $3.3 million. Of
the total income tax benefit recognized, approximately $14.5 million relates to a federal deferred tax benefit with the remainder representing
the state deferred tax benefit. As a result, income tax expense has been recorded based on pre-tax income for the three months ended March 31,
2005. The effective income tax rate for the three months ended March 31, 2004 and 2005 is 0.7% and 39.8%, respectively.

Comprehensive Net Income

    There were no material differences between net income and comprehensive net income for the three months ended March 31, 2004 and
2005.

Recent Accounting Pronouncements

     On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which is a
revision of SFAS No. 123. SFAS 123(R) supersedes APB No. 25, and amends SFAS No. 95, Statement of Cash Flows . Generally the approach
in SFAS 123(R) is similar to the approach described in SFAS No. 123. However, SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Pro forma
disclosure is no longer an alternative upon adopting SFAS 123(R). In April 2005, the Securities and Exchange Commission amended the
compliance dates for SFAS 123(R) from fiscal periods beginning after June 15, 2005 to fiscal years beginning after June 15, 2005. The
Company will continue to account for share-based compensation using the intrinsic value method set forth in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), until adoption of SFAS 123(R) on January 1, 2006.

                                                                       F-45
     SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

     •
            A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the
            requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of
            SFAS 123(R) for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective
            date.

     •
            A "prospective" method which includes the requirements of the modified prospective method described above, but also permits
            entities to restate based on the amounts previously recognized under SFAS 123(R) for purposes of pro forma disclosures either (a)
            all prior periods presented or (b) prior interim periods of the year of adoption.

     The Company plans to adopt SFAS 123(R) using the modified prospective method on January 1, 2006.

3.   ACQUISITION

     On February 1, 2005, the Company acquired Fiducianet, Inc. (Fiducianet) for $2.2 million in cash and the issuance of 35,745 shares of
common stock for total purchase consideration of $2.6 million. The acquisition of Fiducianet enables the Company to serve as a single point of
contact in managing all day-to-day customer obligations involving subpoenas, court orders and law enforcement agency requests under
electronic surveillance laws including the Communications Assistance for Law Enforcement, Patriot and Homeland Security Acts. The
acquisition was accounted for as a purchase and the results of Fiducianet have been included in the accompanying consolidated statements of
operations since the date of the acquisition.

      The Company allocated the purchase price principally to customer lists ($2.6 million) and goodwill ($1.1 million), and recorded net
liabilities assumed of approximately $14,000. Customer lists is included in intangible assets and is being amortized on a straight-line basis over
five years. In accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes , the Company recorded a
deferred tax liability of approximately $1.0 million with an offset entry to goodwill.

4.   GOODWILL and INTANGIBLE ASSETS

     Goodwill and other intangible assets consists of the following (in thousands):

                                                                                          December 31,            March 31,
                                                                                              2004                 2005

                   Goodwill                                                           $           49,453      $        50,566

                   Other intangible assets:
                      Customer lists                                                                  996               3,566
                      Acquired technology                                                           2,208               2,208

                   Total other intangibles                                                          3,204                5,774
                   Accumulated amortization                                                        (1,954 )             (2,263 )

                   Other intangibles, net                                             $             1,250     $         3,511


                                                                      F-46
     Amortization expense related to other intangible assets for the three months ended March 31, 2004 and 2005 was $388,000 and $309,000,
respectively, is included in depreciation and amortization expense.

5.   STOCKHOLDERS' EQUITY

Common Stock

     On February 14, 2005, the Company granted options to employees for the purchase of 341,844 shares of common stock with an exercise
price of $10.86, which represented a contemporaneous determination of fair market value of the Company's common stock by the Company's
board of directors.

     During February 2005, the Company granted fully vested options to nonemployees for the purchase of 22,400 shares of common stock at
a weighted average exercise price of $10.86 per share, respectively. The Company recognized compensation expense of approximately
$180,000. The fair value of these awards was calculated on the date of grant using the Black-Scholes pricing model with the following
weighted average assumptions: expected life of the award equal to the remaining contractual life; volatility 63.11%; risk-free interest rate,
3.38%; and dividend yield of 0.00% during the option term.

     During March 2005, an employee of the Company changed status from an employee to a consultant and in accordance with the terms of
the original option agreement, continued to vest in 26,250 options as of March 29, 2005 and as a result the Company re-meausured the fair
value of the vested options and recognized compensation expense of approximately $331,000. The fair value of this award was calculated on
the modification date using the Black-Scholes pricing model with the following weighted average assumptions: expected life of the award
equal to the remaining contractual life; volatility 63.11%; risk-free interest rate, 3.43%; and dividend yield of 0.00% during the option term.

     During March 2005, the Company accelerated the vesting of certain options issued to nonemployees. This acceleration enabled the
optionholders to immediately vest in approximately 102,000 options, which otherwise would have vested over the options' original vesting
period, generally 48 months. In connection with this acceleration, the Company recorded approximately $1.6 million as compensation expense
based on the fair value of the options on the date of acceleration. The fair value of these awards was remeasured on the acceleration date using
the Black-Scholes option-pricing model with the following weighted average assumptions: expected life of the award equal to the remaining
contractual life; volatility 63.11%; risk-free interest rate, 3.72%; and dividend yield of 0.00% during the option term. As of March 31, 2005, all
options granted to nonemployees have vested.

6.   SUBSEQUENT EVENT

      In connection with the Company's initial public offering, the Company's Board of Directors approved a recapitalization of the Company,
which would result in (i) payment of all accrued and unpaid dividends on all of the outstanding shares of preferred stock, followed by the
conversion of all of the outstanding shares of preferred stock into shares of common stock, (ii) thereafter, the amendment of the Company's
certificate of incorporation to provide for Class A common stock and Class B common stock and simultaneously split each share of common
stock into 1.4 shares of Class B common stock, and (iii) the ultimate conversion of all outstanding shares of Class B common stock into shares
of Class A common stock at the election of the holder of such shares of Class B common stock (collectively, the "Recapitalization"). The
accompanying unaudited consolidated financial statements give retroactive effect as though the 1.4 for 1 split of the Company's common stock
occurred for all periods presented, but do not reflect the other aspects of the Recapitalization.

                                                                      F-47
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

                                                                     • Shares
                                                           Class A Common Stock




                                                                 PRELIMINARY
                                                                  PROSPECTUS


Through and including • , 2005 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus
when acting as an underwriter and with respect to an unsold allotment or subscription.
                                                                      PART II

                                           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.      Other Expenses of Issuance and Distribution.

     The estimated expenses in connection with the offering (all of which will be borne by the registrant), are as follows:

Expenses                                                                                                                               Amount

Securities and Exchange Commission registration fee                                                                             $               81,213
Printing expenses                                                                                                                                    *
Accounting fees and expenses                                                                                                                         *
Legal fees and expenses                                                                                                                              *
Transfer agent's fees and expenses                                                                                                                   *
Miscellaneous                                                                                                                                        *

Total                                                                                                                           $                   *

*
           To be filed by amendment.

Item 14.      Indemnification of Directors and Officers.

     Section 145(a) of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.

     Section 145(b) of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted
under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to be indemnified for such expenses which the court shall deem proper.

      Section 145 of the Delaware General Corporation Law further provides that (i) to the extent that a former or present director or officer of a
corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith; (ii) indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and (iii) the corporation may purchase and maintain insurance on behalf of any present or

                                                                        II-1
former director, officer, employee or agent of the corporation or any person who at the request of the corporation was serving in such capacity
for another entity against any liability asserted against such person and incurred by him or her in any such capacity or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

      As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the registrant's Restated Certificate of Incorporation
provides that a director shall not be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.
However, such provision does not eliminate or limit the liability of a director for acts or omissions not in good faith or for breaching his or her
duty of loyalty, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase that was
illegal, or obtaining an improper personal benefit. In addition, the registrant's Restated Certificate of Incorporation and bylaws contain
provisions indemnifying the directors, officers, employees and agents of the registrant to the fullest extent permitted by the Delaware General
Corporation Law. On May 20, 2005, the registrant's board of directors approved entering into indemnification agreements with each of its
directors and each of its officers at the senior vice president level and above. These agreements provide for indemnification to the fullest extent
permitted by the Delaware General Corporation Law.

      The registrant anticipates that it will amend its Restated Certificate of Incorporation and bylaws prior to the consummation of the offering
to require indemnification of directors and executive officers of the registrant to the fullest extent authorized by the Delaware General
Corporation Law, and to permit the indemnification of its other employees and agents (and employees and agents of its subsidiaries and
affiliates) to the fullest extent authorized under the Delaware General Corporation Law.

      Under the provisions of the registrant's Restated Certificate of Incorporation, expenses incurred by a director in defending a civil or
criminal suit or proceeding shall be paid by the registrant in advance of the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the person seeking indemnification to repay such amounts if it is ultimately determined that he or she is not
entitled to be indemnified. The Restated Certificate of Incorporation currently authorizes, but does not require, advancement of expenses to
officers, employees and agents of the registrant on the same conditions that apply to directors of the registrant. The registrant anticipates that it
will amend its certificate of incorporation and bylaws prior to the closing of the offering covered by this Registration Statement to provide for
mandatory advancement of expenses to executive officers on the same terms that apply to directors of the registrant. The rights to
indemnification set forth in the registrant's Restated Certificate of Incorporation and bylaws are not exclusive of any provisions with respect
thereto in other contracts or agreements between the registrant and any officer, director, employee or agent of the registrant, including the
indemnification agreements described above.

     The registrant may, to the fullest extent permitted by the Delaware General Corporation Law, purchase and maintain insurance on behalf
of any officer, director, employee or agent against any liability that may be asserted against such person. All of the registrant's directors and
officers will be covered by insurance policies maintained by the registrant against certain liabilities for actions taken in their capacities as such,
including liabilities under the Securities Act of 1933.

Item 15.   Recent Sales of Unregistered Securities.

     Share numbers in the following discussion have been adjusted to give effect to the stock split to be effected as part of the recapitalization
contemplated in connection with this offering.

    In September 2003, the registrant issued 881,435 shares of common stock in partial consideration for the acquisition of assets of NightFire
Software, Inc., 26,366 of which shares were returned to the registrant in satisfaction of indemnification claims in accordance with the definitive
acquisition

                                                                         II-2
agreement. This issuance was undertaken in reliance upon the exemptions from the registration requirements of the Securities Act of 1933
afforded by Rule 506 promulgated thereunder. The registrant believes that exemptions other than the foregoing exemption may exist for this
transaction.

     In February 2005, the registrant issued 35,745 shares of common stock in partial consideration for an acquisition. This issuance was
undertaken in reliance upon the exemptions from the registration requirements of the Securities Act of 1933 afforded by Rule 505 promulgated
thereunder. The registrant believes that exemptions other than the foregoing exemption may exist for this transaction.

     In July 2004, the registrant issued phantom stock units covering 350,000 shares of common stock to an executive officer of the registrant.
This issuance was undertaken in reliance upon the exemptions from the registration requirements of the Securities Act of 1933 afforded by
Rule 701 promulgated thereunder, as a transaction pursuant to the compensatory benefit plans and contracts relating to compensation. The
registrant believes that exemptions other than the foregoing may exist for this transaction.

     Since March 1, 2002, the registrant has issued to directors, officers, employees and consultants options to purchase 10,470,381 shares of
common stock with per share exercise prices ranging from $3.1795 to $10.8571, and issued 1,529,551 shares of common stock upon exercise
of options during that time. This issuance was undertaken in reliance upon the exemptions from the registration requirements of the Securities
Act of 1933, including by Rule 701 promulgated thereunder, as a transaction pursuant to the compensatory benefit plans and contracts relating
to compensation. From March 2002 through February 2005, however, the registrant did not supply the holders of options granted under its
equity incentive plan with its financial statements or information about the risks associated with investment in its securities, as required to
comply with Rule 701. As a result, shares issued upon exercise of these options were issued in violation of Section 5 of the Securities Act of
1933, and holders of such shares have the right to rescind their purchases, subject to applicable statutes of limitations.

                                                                      II-3
Item 16.        Exhibits and Financial Statement Schedules

(a)
           Exhibits


      Exhibit
       No.            Description of Exhibit

            1.1       Underwriting Agreement.*
            3.1       Form of Restated Certificate of Incorporation.‡
            3.2       Form of Amended and Restated Bylaws.‡
            4.1       Specimen Class A Common Stock Certificate.*
            4.2       Specimen Class B Common Stock Certificate.*
            4.3       Stockholders Agreement, dated as of        •       , 2005, by and among NeuStar, Inc. and the stockholders named therein.*
            4.4       Registration Rights Agreement, dated as of June 5, 2001, by and among NeuStar, Inc. and the stockholders named therein.#
            4.5       Form of Warrants dated December 7, 1999.+
            4.6       Joint Venture Formation Agreement dated April 27, 2001, by and between NeuStar, Inc. and Melbourne IT Limited.#
            5.1       Opinion of Gibson, Dunn & Crutcher LLP.*
            9.1       Amended and Restated Trust Agreement dated September 24, 2004, by and among NeuStar, Inc., the stockholders named
                      therein and the trustees named therein.#
           10.1       Contractor services agreement entered into the 7 th day of November 1997 by and between NeuStar, Inc. and North American
                      Portability Management, LLC.**+
           10.2       Amended and restated contractor services agreement made and entered into as of June 1, 2003, by and between Canadian LNP
                      Consortium Inc. and NeuStar, Inc.**#
           10.3       National Thousands-Block Pooling Administration agreement awarded to NeuStar, Inc. by the Federal Communications
                      Commission, effective June 14, 2001.**#
           10.4       North American Numbering Plan Administrator agreement awarded to NeuStar, Inc. by the Federal Communications
                      Commission, effective July 9, 2003.**#
           10.5       .us Top-Level Domain Registry Management and Coordination agreement awarded to NeuStar, Inc. by the National Institute
                      of Standards and Technology on behalf of the Department of Commerce on October 26, 2001.**#
           10.6       Registry Agreement by and between the Internet Corporation for Assigned Names and Numbers and NeuLevel, Inc., dated as
                      of May 11, 2001.#
           10.7       Common Short Code License Agreement made and entered into October 17, 2003, by and between the Cellular
                      Telecommunications and Internet Association and NeuStar, Inc.**#
          10.8        NeuStar, Inc. 1999 Equity Incentive Plan (the "1999 Plan").†‡
          10.9        NeuStar, Inc. 2005 Stock Incentive Plan (the "2005 Plan").†‡
         10.10        Incentive Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Jeffrey
                      Ganek.†#
         10.11        Incentive Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Mark
                      Foster.†#
         10.12        Incentive Stock Option Agreement under the 1999 Plan, made as of March 26, 2002, by and between NeuStar, Inc. and
                      Michael Lach, as amended as of June 22, 2004.†#
         10.13        Nonqualified Stock Option Agreement under the 1999 Plan, made as of March 26, 2002, by and between NeuStar, Inc. and
                      Michael Lach, as amended as of June 22, 2004.†#
         10.14        Incentive Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Jeffrey
                      Ganek.†#
         10.15        Incentive Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Mark
                      Foster.†#
         10.16        Nonqualified Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Jeffrey
                      Ganek.†#
         10.17        Nonqualified Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Mark
                      Foster.†#
         10.18        Incentive Stock Option Agreement under the 1999 Plan, made as of January 16, 2003, by and between NeuStar, Inc. and John
                      Malone, as amended as of December 18, 2003 and as of June 22, 2004.†#


                                                                         II-4
10.19   Nonqualified Stock Option Agreement under the 1999 Plan, made as of January 16, 2003, by and between NeuStar, Inc. and
        John Malone, as amended as of December 18, 2003 and as of June 22, 2004.†#
10.20   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Jeffrey Ganek, as amended as of June 22, 2004.†#
10.21   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Michael Lach, as amended as of June 22, 2004.†#
10.22   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Mark Foster, as amended as of June 22, 2004.†#
10.23   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        John Malone, as amended as of June 22, 2004 and May 20, 2005.†‡
10.24   Nonqualified Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Jeffrey Ganek, as amended as of June 22, 2004.†#
10.25   Nonqualified Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Michael Lach, as amended as of June 22, 2004.†#
10.26   Nonqualified Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Mark Foster, as amended as of June 22, 2004.†#
10.27   Nonqualified Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        John Malone, as amended as of June 22, 2004 and May 20, 2005.†‡
10.28   Incentive Stock Option Agreement under the 1999 Plan, made as of June 22, 2004, by and between NeuStar, Inc. and Jeffrey
        Babka, as amended as of May 20, 2005.†‡
10.29   Nonqualified Stock Option Agreement under the 1999 Plan, made as of June 22, 2004, by and between NeuStar, Inc. and
        Jeffrey Babka, as amended as of May 20, 2005.†‡
10.30   Phantom Stock Unit Agreement under the 1999 Plan, made as of July 19, 2004, by and between NeuStar, Inc. and Michael R.
        Lach.†#
10.31   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and
        Henry Geller.†#
10.32   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and
        Henry Kressel.†#
10.33   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Joe
        Landy.†#
10.34   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Ken
        Pickar.†#
10.35   Nonqualified Stock Option Agreement under the 1999 Plan, made as of February 14, 2005, by and between NeuStar, Inc. and
        Jim Cullen.†#
10.36   Nonqualified Stock Option Agreement under the 1999 Plan, made as of February 14, 2005, by and between NeuStar, Inc. and
        Frank Schiff.†#
10.37   Loudoun Tech Center Office Lease by and between Merritt-LT1, LLC, Landlord, and NeuStar, Inc., Tenant.+
10.38   Credit Agreement, dated as of August 14, 2002, among NeuStar, Inc., Bank of America, N.A., and other lenders.+
10.39   Credit Agreement, dated as of October 1, 2003, between NeuStar Funding LLC and Bank of America, N.A.+
10.40   NeuStar, Inc. Annual Performance Incentive Plan.†‡
10.41   NeuStar, Inc. 2005 Key Employee Severance Pay Plan.†‡
10.42   Executive Relocation Policy.†‡
10.43   Employment Continuation Agreement, made as of April 8, 2004, by and between NeuStar, Inc. and Jeffrey Ganek.†‡
10.44   Employment Continuation Agreement, made as of April 8, 2004, by and between NeuStar, Inc. and Mark Foster.†‡
10.45   Form of Restricted Stock Agreement under the 2005 Plan.†‡
10.46   Form of Nonqualified Stock Option Agreement under the 2005 Plan.†‡



                                                          II-5
      10.47       Form of Incentive Stock Option Agreement under the 2005 Plan.†‡
      10.48       Summary of relocation arrangement with Jeffrey A. Babka.†‡
       21.1       Subsidiaries of NeuStar, Inc.‡
       23.1       Consent of Ernst & Young LLP.‡
       23.2       Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1).*
       24.1       Power of Attorney.^


†
        Compensation arrangement.
*
        To be filed by amendment.
**
        Confidential treatment has been requested for portions of this document.
^
        Previously filed as an exhibit to this registration statement filed March 29, 2005.
#
        Previously filed as an exhibit to this registration statement filed April 8, 2005.
+
        Previously filed as an exhibit to this registration statement filed May 11, 2005.
‡
        Filed herewith.

(b)
        Financial Statement Schedules.

      Schedule II—Valuation and Qualifying Accounts

     All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable, and therefore have been omitted.

Item 17.    Undertakings

      The undersigned registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

           (i)   to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

           (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
      the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
      of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
      offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
      in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
      in the "Calculation of Registration Fee" table in the effective registration statement; and

           (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
      or any material change to such information in the registration statement.

      (b) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

      (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering;

                                                                         II-6
     (d) To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriters to permit prompt delivery to each purchaser;

     (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue;

     (f) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective; and

     (g) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities shall
be deemed to be the initial bona fide offering thereof.

                                                                        II-7
                                                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling, Commonwealth of Virginia,
on May 27, 2005.

                                                                   NEUSTAR, INC.

                                                                   By:                    /s/ JEFFREY E. GANEK

                                                                                               Jeffrey E. Ganek
                                                                                      Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to Registration Statement has been signed by
the following persons in the capacities indicated on May 27, 2005.

                      Signature                                                                 Title




           /s/ JEFFREY E. GANEK                          Chairman of the Board of Directors and Chief Executive Officer (Principal
                                                         Executive Officer)
                  Jeffrey E. Ganek

           /s/ JEFFREY A. BABKA                          Senior Vice President and Chief Financial Officer (Principal Financial Officer
                                                         and Principal Accounting Officer)
                  Jeffrey A. Babka

                         *                                                                   Director


                  James G. Cullen

                         *                                                                   Director

                   Henry Geller

                         *                                                                   Director

                 Dr. Henry Kressel

                         *                                                                   Director


                  Joseph P. Landy

                         *                                                                   Director

               Dr. Kenneth A. Pickar

                         *                                                                   Director

                  Frank L. Schiff

*By:           /s/ MARTIN K. LOWEN

                      Martin K. Lowen
                      Attorney in Fact
II-8
                                          Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
NeuStar, Inc.

We have audited the consolidated financial statements of NeuStar, Inc. as of December 31, 2003 and 2004, and for each of the three years in
the period ended December 31, 2004, and have issued our report thereon dated March 24, 2005 (except for the last paragraph of Note 19, as to
which the date is             ) (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule
listed in Item 16(b) in Amendment No. 3 of Form S-1 of this Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.

Ernst & Young LLP

March 24, 2005, except for the last paragraph of
Note 19, as to which the date is              ,
2005.

The foregoing report is in the form that will be signed upon the completion of the recapitalization described in the last paragraph of Note 19 to
the consolidated financial statements.

/s/ Ernst & Young LLP

McLean, VA
May 26, 2005

                                                                       S-1
                                                       NEUSTAR, INC.
                                      SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

                                                                                        As of December 31,

                                                                           2002                 2003              2004

                                                                                            (in thousands)


Allowance for Doubtful Accounts
   Beginning Balance                                                   $            — $                  66 $              84
   Additions                                                                       753                  184               960
   Reductions(1)                                                                  (687 )               (166 )            (576 )

      Ending Balance                                                   $           66   $                84   $          468


Deferred Tax Asset Valuation Allowance
  Beginning Balance                                                    $     18,209     $           30,270 $         20,209
  Additions                                                                  12,061                     —                —
  Reductions                                                                     —                 (10,061 )        (20,209 )

      Ending Balance                                                   $     30,270     $           20,209    $            —



(1)
         Includes accounts written off, net of collections.

                                                              S-2
                                                        EXHIBIT INDEX

Exhibit
 No.        Description of Exhibit

      1.1   Underwriting Agreement.*
      3.1   Form of Restated Certificate of Incorporation.‡
      3.2   Form of Amended and Restated Bylaws.‡
      4.1   Specimen Class A Common Stock Certificate.*
      4.2   Specimen Class B Common Stock Certificate.*
      4.3   Stockholders Agreement, dated as of        •       , 2005, by and among NeuStar, Inc. and the stockholders named therein.*
      4.4   Registration Rights Agreement, dated as of June 5, 2001, by and among NeuStar, Inc. and the stockholders named therein.#
      4.5   Form of Warrants dated December 7, 1999.+
      4.6   Joint Venture Formation Agreement dated April 27, 2001, by and between NeuStar, Inc. and Melbourne IT Limited.#
      5.1   Opinion of Gibson, Dunn & Crutcher LLP.*
      9.1   Amended and Restated Trust Agreement dated September 24, 2004, by and among NeuStar, Inc., the stockholders named
            therein and the trustees named therein.#
     10.1   Contractor services agreement entered into the 7 th day of November 1997 by and between NeuStar, Inc. and North American
            Portability Management, LLC.**+
     10.2   Amended and restated contractor services agreement made and entered into as of June 1, 2003, by and between Canadian LNP
            Consortium Inc. and NeuStar, Inc.**#
     10.3   National Thousands-Block Pooling Administration agreement awarded to NeuStar, Inc. by the Federal Communications
            Commission, effective June 14, 2001.**#
     10.4   North American Numbering Plan Administrator agreement awarded to NeuStar, Inc. by the Federal Communications
            Commission, effective July 9, 2003.**#
     10.5   .us Top-Level Domain Registry Management and Coordination agreement awarded to NeuStar, Inc. by the National Institute
            of Standards and Technology on behalf of the Department of Commerce on October 26, 2001.**#
     10.6   Registry Agreement by and between the Internet Corporation for Assigned Names and Numbers and NeuLevel, Inc., dated as
            of May 11, 2001.#
     10.7   Common Short Code License Agreement made and entered into October 17, 2003, by and between the Cellular
            Telecommunications and Internet Association and NeuStar, Inc.**#
    10.8    NeuStar, Inc. 1999 Equity Incentive Plan (the "1999 Plan").†‡
    10.9    NeuStar, Inc. 2005 Stock Incentive Plan (the "2005 Plan").†‡
   10.10    Incentive Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Jeffrey
            Ganek.†#
   10.11    Incentive Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Mark
            Foster.†#
   10.12    Incentive Stock Option Agreement under the 1999 Plan, made as of March 26, 2002, by and between NeuStar, Inc. and
            Michael Lach, as amended as of June 22, 2004.†#
   10.13    Nonqualified Stock Option Agreement under the 1999 Plan, made as of March 26, 2002, by and between NeuStar, Inc. and
            Michael Lach, as amended as of June 22, 2004.†#
   10.14    Incentive Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Jeffrey
            Ganek.†#
   10.15    Incentive Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Mark
            Foster.†#
   10.16    Nonqualified Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Jeffrey
            Ganek.†#
   10.17    Nonqualified Stock Option Agreement under the 1999 Plan, made as of June 6, 2002, by and between NeuStar, Inc. and Mark
            Foster.†#
   10.18    Incentive Stock Option Agreement under the 1999 Plan, made as of January 16, 2003, by and between NeuStar, Inc. and John
            Malone, as amended as of December 18, 2003 and as of June 22, 2004.†#
   10.19    Nonqualified Stock Option Agreement under the 1999 Plan, made as of January 16, 2003, by and between NeuStar, Inc. and
            John Malone, as amended as of December 18, 2003 and as of June 22, 2004.†#
10.20   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Jeffrey Ganek, as amended as of June 22, 2004.†#
10.21   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Michael Lach, as amended as of June 22, 2004.†#
10.22   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Mark Foster, as amended as of June 22, 2004.†#
10.23   Incentive Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        John Malone, as amended as of June 22, 2004 and May 20, 2005.†‡
10.24   Nonqualified Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Jeffrey Ganek, as amended as of June 22, 2004.†#
10.25   Nonqualified Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Michael Lach, as amended as of June 22, 2004.†#
10.26   Nonqualified Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        Mark Foster, as amended as of June 22, 2004.†#
10.27   Nonqualified Stock Option Agreement under the 1999 Plan, made as of December 18, 2003, by and between NeuStar, Inc. and
        John Malone, as amended as of June 22, 2004 and May 20, 2005.†‡
10.28   Incentive Stock Option Agreement under the 1999 Plan, made as of June 22, 2004, by and between NeuStar, Inc. and Jeffrey
        Babka, as amended as of May 20, 2005.†‡
10.29   Nonqualified Stock Option Agreement under the 1999 Plan, made as of June 22, 2004, by and between NeuStar, Inc. and
        Jeffrey Babka, as amended as of May 20, 2005.†‡
10.30   Phantom Stock Unit Agreement under the 1999 Plan, made as of July 19, 2004, by and between NeuStar, Inc. and Michael R.
        Lach.†#
10.31   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and
        Henry Geller.†#
10.32   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and
        Henry Kressel.†#
10.33   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Joe
        Landy.†#
10.34   Nonqualified Stock Option Agreement under the 1999 Plan, made as of April 10, 2000, by and between NeuStar, Inc. and Ken
        Pickar.†#
10.35   Nonqualified Stock Option Agreement under the 1999 Plan, made as of February 14, 2005, by and between NeuStar, Inc. and
        Jim Cullen.†#
10.36   Nonqualified Stock Option Agreement under the 1999 Plan, made as of February 14, 2005, by and between NeuStar, Inc. and
        Frank Schiff.†#
10.37   Loudoun Tech Center Office Lease by and between Merritt-LT1, LLC, Landlord, and NeuStar, Inc., Tenant.*+
10.38   Credit Agreement, dated as of August 14, 2002, among NeuStar, Inc., Bank of America, N.A., and other lenders.+
10.39   Credit Agreement, dated as of October 1, 2003, between NeuStar Funding LLC and Bank of America, N.A.+
10.40   NeuStar, Inc. Annual Performance Incentive Plan.†‡
10.41   NeuStar, Inc. 2005 Key Employee Severance Pay Plan.†‡
10.42   Executive Relocation Policy.†‡
10.43   Employment Continuation Agreement, made as of April 8, 2004, by and between NeuStar, Inc. and Jeffrey Ganek.†‡
10.44   Employment Continuation Agreement, made as of April 8, 2004, by and between NeuStar, Inc. and Mark Foster.†‡
10.45   Form of Restricted Stock Agreement under the 2005 Plan.†‡
10.46   Form of Nonqualified Stock Option Agreement under the 2005 Plan.†‡
10.47   Form of Incentive Stock Option Agreement under the 2005 Plan.†‡
10.48   Summary of relocation arrangement with Jeffrey A. Babka.†‡
 21.1   Subsidiaries of NeuStar, Inc.‡
 23.1   Consent of Ernst & Young LLP.‡
 23.2   Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1).*
     24.1     Power of Attorney.^


†
     Compensation arrangement.
*
     To be filed by amendment.
**
     Confidential treatment has been requested for portions of this document.
^
     Previously filed as an exhibit to this registration statement filed March 29, 2005.
#
     Previously filed as an exhibit to this registration statement filed April 8, 2005.
+
     Previously filed as an exhibit to this registration statement filed May 11, 2005.
‡
     Filed herewith.
QuickLinks

 TABLE OF CONTENTS
 PROSPECTUS SUMMARY
 Summary of the Offering
SUMMARY CONSOLIDATED FINANCIAL DATA
 RISK FACTORS
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
MARKET AND OTHER DATA
USE OF PROCEEDS
DIVIDEND POLICY
 CAPITALIZATION
DILUTION
 SELECTED CONSOLIDATED FINANCIAL DATA
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Payments Due by Period
 BUSINESS
 MANAGEMENT
 PRINCIPAL AND SELLING STOCKHOLDERS
 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 RECAPITALIZATION TRANSACTIONS
 DESCRIPTION OF CAPITAL STOCK
POTENTIAL CLAIMS RELATED TO OUR OPTIONS
 SHARES ELIGIBLE FOR FUTURE SALE
 U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS
 UNDERWRITING
VALIDITY OF SHARES
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS NEUSTAR, INC.
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 NEUSTAR, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)
 NEUSTAR, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)
 NEUSTAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
 NEUSTAR, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (in thousands)
 NEUSTAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
 NEUSTAR, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)
 NEUSTAR, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data)
 NEUSTAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
 NEUSTAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands except share and per share data)
 NEUSTAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 PART II INFORMATION NOT REQUIRED IN PROSPECTUS
 SIGNATURES
 Report of Independent Registered Public Accounting Firm
 NEUSTAR, INC. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
 EXHIBIT INDEX
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                                                                                                                                     Exhibit 3.1


                                                           FORM OF
                                          RESTATED CERTIFICATE OF INCORPORATION
                                                              OF
                                                        NEUSTAR, INC.
                                                    (a Delaware corporation)

    NEUSTAR, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of
Delaware, hereby certifies as follows:

    1. The name of the corporation is NeuStar, Inc. NeuStar, Inc. was originally incorporated under the name "CIS ACQUISITION
CORPORATION," and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 8,
1998.

     2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Restated Certificate of Incorporation of this corporation.

     3. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended
to read in its entirety as follows:


                                                              ARTICLE I
                                                        NAME OF CORPORATION

                                            The name of this corporation (the " Corporation ") is:

                                                                 NeuStar, Inc.


                                                              ARTICLE II
                                                          REGISTERED OFFICE

    The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County
of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company.


                                                                ARTICLE III
                                                                 PURPOSE

    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the " Delaware Code ").


                                                           ARTICLE IV
                                                    AUTHORIZED CAPITAL STOCK

     A. General .     The total authorized capital stock of the Corporation shall be: four hundred million (400,000,000) shares, consisting of
three classes:

          1.   two hundred million (200,000,000) shares of Class A Common Stock, $.001 par value per share (the " Class A Common Stock
    ");

         2. one hundred million (100,000,000) shares of Class B Common Stock, $.001 par value per share (the " Class B Common Stock
    " and, together with the Class A Common Stock, the " Common Stock "); and

         3. one hundred million (100,000,000) shares of preferred stock, $.001 par value per share, as may be issued from time to time, in
    one or more series, to be determined by the Board of Directors, each of said series to be distinctly designated (such shares, the " Preferred
    Stock ").
      Upon this Certificate becoming effective, each share of common stock that is then outstanding shall be reclassified into 1.40 shares of
Class B Common Stock. No certificate or scrip representing fractional shares of Class B Common Stock shall be issued in connection with
such reclassification, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the
Corporation. Upon delivery of stock certificates in connection with such reclassification, each stockholder who would otherwise have been
entitled to receive a fraction of a share of Class B Common Stock (after taking into account all stock certificates delivered by such stockholder)
shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Class B Common Stock multiplied
by the purchase price of a share of Class A Common Stock offered to the public in the Corporation's initial public offering.

    B. Common Stock . The relative powers, preferences and rights of, and the qualifications, limitations and restrictions granted to and
imposed upon, the Class A Common Stock and Class B Common Stock are as follows:

          1. Dividends. Whenever a dividend is paid to the holders of one class of Common Stock, the Corporation also shall pay an
     equal dividend to the holders of the other class of Common Stock; provided , however , that if a distribution of additional shares of
     Common Stock is to be paid to holders of Common Stock, such distribution shall be for an equal amount of shares, and holders of Class A
     Common Stock will be paid additional shares of Class A Common Stock and holders of Class B Common Stock will be paid additional
     shares of Class B Common Stock. Dividends shall be payable only as and when declared by the Board of Directors.

          2. Reclassification. Unless otherwise approved by the holders of a majority of each class of Common Stock voting separately,
     the Corporation shall not subdivide or combine one class of its Common Stock without subdividing or combining the other class of
     Common Stock, on an equal per share basis, and shall not reclassify one class of its Common Stock, unless the shares of each class are
     reclassified into identical securities.

           3. Voting. Except as required by law or as otherwise provided in this Restated Certificate of Incorporation, all holders of
     Common Stock shall vote together as a single class, and each holder of Common Stock shall be entitled to one vote per share of Class A
     Common Stock and one vote per share of Class B Common Stock; provided , however , that, except as otherwise required by law, holders
     of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of
     Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock
     if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series,
     to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred
     Stock). The number of authorized shares of any class of stock may be increased or decreased (but not below the number of shares thereof
     then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation, irrespective of Section 242(b)(2) of
     the Delaware General Corporation Law, without a separate class vote of the holders of such class.

          4. Liquidation and Mergers. Unless otherwise approved by the holders of a majority of each class of Common Stock voting
     separately, the holders of Class A Common Stock and the holders of Class B Common Stock shall share equally, on a share for share
     basis, on any distribution of the Corporation's assets upon any liquidation, dissolution or winding up of the Corporation, whether voluntary
     or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, and shall have be entitled to
     receive the same consideration, on a share for share basis, in the event of any merger or consolidation in which shares of Common Stock
     of the Corporation are converted into cash, securities or other property.

                                                                          2
5.   Conversion .

      a. Voluntary Conversion. Each holder of record of Class B Common Stock may, at any time or from time to time, in such
holder's sole discretion and at such holder's option, convert any or all of such holder's shares of Class B Common Stock into fully
paid and non-assessable Class A Common Stock at the rate of one share of Class A Common Stock for each share of Class B
Common Stock surrendered for conversion. Any such conversion may be effected by any holder of Class B Common Stock
surrendering such holder's certificate or certificates for the Class B Common Stock to be converted, duly endorsed, at the office of the
Corporation or any transfer agent for the Class B Common Stock, together with a written notice to the Corporation at such office that
such holder elects to convert all or a specified number of shares of Class B Common Stock to be issued. If so required by the
Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form
satisfactory to the Corporation, duly executed by the holder of such shares or the duly authorized representative of such holder.
Promptly thereafter, the Corporation shall issue and deliver to such holder or such holder's nominee or nominees, a certificate or
certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as herein provided. Such
conversion shall be deemed to have been made at the close of business on the date of receipt by the Corporation or any such transfer
agent of the documentation required to be delivered by the holder of such Class B Common Stock, and the person or persons entitled
to receive the Class A Common Stock issuable on such conversion shall be treated for all purposes as the record holder or holders of
such Class A Common Stock on that date.

     b. Retirement of Class B Common Stock. No additional shares of Class B Common Stock shall be issued or disposed of by
the Corporation after the date hereof, except pursuant to a stock split or stock dividend or pursuant to the terms of any convertible
security issued prior to the reclassification of the Corporation's Common Stock into Class B Common Stock pursuant to this Restated
Certificate of Incorporation. Upon conversion of Class B Common Stock into Class A Common Stock, the Class B Common Stock
so converted shall be retired and shall not be reissued.

     c. Restriction on Transfer and Ownership of Shares. The restrictions set forth in Article IV, Section D of the Corporation's
Certificate of Incorporation ("Restriction on Transfer and Ownership of Shares") shall apply to all shares of capital stock of the
Corporation except that, to the extent that Delaware law would prohibit the enforcement of such restrictions on the shares of Class B
Common Stock issued upon reclassification of the Corporation's common stock effected pursuant to this Restated Certificate of
Incorporation, such restrictions shall not apply to such shares. The Corporation is hereby authorized to place any required legend or
make any other required notations in its books and records to reflect such restrictions.

      d. Tax Matters. The issuance of certificates for shares of Class A Common Stock issuable upon the conversion of Class B
Common Stock shall be made without charge to the converting holder for any tax imposed on the Corporation in respect of the issue
thereof. The Corporation shall not, however, be required to pay any tax which may be payable with respect to any transfer involved
in the issue and delivery of any certificate in a name other than that of the holder of the shares being converted, and the Corporation
shall not be required to issue or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to
the Corporation the amount of such tax or has established to the satisfaction of the Corporation that such tax has been paid.

                                                               3
     C. Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this
Article IV, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers
(including voting powers), preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

     D.    Restriction on Transfer and Ownership of Shares .

          1. Definitions. For the purpose of this Article IV, Section D, the following terms shall have the following meanings. Unless
     explicitly noted otherwise, any cross-reference to a "Section" within any of the sections of this Article IV, Section D shall be deemed to
     refer to other sections within this Article IV, Section D. The terms used in this Article IV, Section D shall have the meanings set forth
     below:

          " Aggregate Stock Ownership Limit " shall mean the number of shares of Capital Stock that would entitle a stockholder to nine and
     nine tenths percent (9.9%) of the aggregate voting power with respect to the election of directors or other matters submitted to the
     stockholders generally for their approval.

          " Beneficial Ownership " shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is
     held directly or indirectly (including by a nominee). The terms " Beneficial Owner " and " Beneficially Own " shall have the correlative
     meanings. A Person shall be deemed the Beneficial Owner of and shall be deemed to Beneficially Own:

              a. any securities that such Person beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act
          and Rule 13d-3 promulgated under the Exchange Act, in each case as in effect on the date hereof;

               b. any securities that such Person has the right to vote, alone or in concert with others, pursuant to any agreement,
          arrangement or understanding; provided , that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any
          security if the agreement, arrangement or understanding to vote such security (A) arises solely from a revocable proxy given to such
          Person in response to a public proxy solicitation made pursuant to and in accordance with the applicable rules and regulations
          promulgated under the Exchange Act, and (B) is not also then reportable on Schedule 13D under the Exchange Act (or any
          comparable or successor report);

               c. any securities that are beneficially owned, directly or indirectly, by any other Person with which such Person has any
          agreement, arrangement or understanding for the purpose of acquiring, holding, voting (other than voting pursuant to a revocable
          proxy as described in the proviso to clause b of this definition of "Beneficial Owner") or disposing of any securities of the Company.

          " Capital Stock " shall mean all classes or series of capital stock of the Corporation, including without limitation Common Stock and
     Preferred Stock.

          " Divestiture Shares " means those shares of Capital Stock (rounded to the nearest whole share) that a Person is required to sell in
     order to comply with the stock ownership restrictions set forth in Section 3.a; provided , that if such Person holds more than one class of
     Capital Stock, Divestiture Shares must be of the same class as those shares acquired by such Person in the Transfer that triggered
     Section 3.b.

         " Excepted Holder " shall mean any stockholder of the Corporation for whom, to the extent consistent with the FCC Neutrality
     Requirements, an Excepted Holder Limit is created by the

                                                                          4
Corporation's Certificate of Incorporation, as amended from time to time, or by the Board of Directors pursuant to Section 3.h.

     " Excepted Holder Limit " shall mean, provided that the affected Excepted Holder agrees to comply with the requirements
established by the Board of Directors pursuant to Section 3.h and subject to adjustment pursuant to Section 3.k, the stock ownership limit
applicable to such Excepted Holder as established by the Board of Directors pursuant to Section 3.h, which shall be consistent with the
FCC Neutrality Requirements.

     " Excess Shares " means the number of shares Beneficially Owned by a Person in excess of the Aggregate Stock Ownership Limit.

     " FCC " means the Federal Communications Commission.

     " FCC Neutrality Requirements " means the neutrality requirements to which the Corporation is subject under the applicable laws,
regulations, rules and orders of the FCC.

     " Initial Date " shall mean the closing date of the Initial Public Offering.

     " Initial Public Offering " shall mean the initial public offering of shares of the Corporation's Capital Stock pursuant to an effective
registration statement under the Securities Act (other than a Form S-8 or successor form) covering the offer and sale of such shares,
including an offering comprised of shares held solely by the Corporation's stockholders.

      " Market Price " on any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price
for such Capital Stock on such date. The "Closing Price" on any date shall mean the last reported sale price for such Capital Stock, regular
way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock,
in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading
on the NYSE or, if such Capital Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated
transaction reporting system with respect to securities listed on the principal national securities exchange on which such Capital Stock is
listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last
quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the
NASDAQ or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Capital
Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker
making a market in such Capital Stock selected by the Board of Directors of the Corporation or, in the event that no trading price is
available for such Capital Stock, the fair market value of the Capital Stock, as determined in good faith by the Board of Directors of the
Corporation.

     " NASDAQ " means the National Association of Securities Dealers, Inc. Automated Quotation System.

     " NYSE " shall mean the New York Stock Exchange.

     " Person " shall mean an individual, corporation, partnership, estate, trust, association, joint stock company or other entity and also
includes a "group" as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

     " Post-IPO TSP Stock Ownership Limit " shall mean the number of shares of Capital Stock that would entitle a stockholder to five
percent (5.0%) of the aggregate voting power with respect to the election of directors or other matters submitted to the stockholders
generally for their approval.

                                                                    5
     " Prohibited Owner " shall mean any Person who Beneficially Owns or purports to Beneficially Own shares of Capital Stock which
results or would result in a violation of the provisions of Section 3.a; provided , however , that no party to the Voting Trust Agreement or
the Stockholders Agreement will be considered to be a "Prohibited Owner" as a result of being a party to either or both of the Voting Trust
Agreement and the Stockholders Agreement. For purposes of this Article IV, Section D, the Corporation may enforce the provisions set
forth herein directly against (a) the record owner of the shares of Capital Stock that are held on behalf of a Person whose Beneficial
Ownership or purported Beneficial Ownership results or would result in a violation of the provisions of Section 3.a, (b) any other holder
with dispositive power over such shares, including any bank, broker or other securities intermediary who holds such shares on behalf of
such Person; or (c) if applicable, any Person who holds or purports to hold the right to vote the shares of Capital Stock, whether by virtue
of a proxy, voting agreement or otherwise.

     " Restriction Termination Date " shall mean the first day after the Initial Date on which the Board of Directors determines that
compliance with the restrictions and limitations on Beneficial Ownership and Transfers of shares of Capital Stock set forth herein is no
longer required in order for the Corporation to comply with the FCC Neutrality Requirements.

     " Status Change " shall mean, with respect to any Person, any event, occurrence, transaction or other circumstance which results in
such Person becoming a TSP or TSP Affiliate (whether due to an action taken by such Person or otherwise).

     " Stockholders Agreement " shall mean the Stockholders Agreement between the Corporation and certain of its stockholders, of
even date herewith, as amended from time to time, including any successor agreement, if applicable.

      " Transfer " shall mean any issuance, acquisition, sale, transfer, gift, assignment, devise or other disposition, as well as any other
event that causes any Person to acquire or increase its percentage Beneficial Ownership of Capital Stock, including (i) any acquisition or
disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of
any such conversion or exchange right, including an acquisition of such securities by the Corporation (ii) transfers of interests in other
entities that result in changes in Beneficial Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of
record or Beneficially Owned, and whether by operation of law or otherwise, and (iii) entering into a voting agreement or voting trust
(other than the Voting Trust or the Stockholders Agreement). The terms " Transferring " and " Transferred " shall have the correlative
meanings.

    " TSP " or " TSP Affiliate " means any of the following: (i) a telecommunications service provider, as that term is defined in 47
C.F.R. § 52.12(a)(1)(i) or successor regulations; (ii) an affiliate of a telecommunications service provider, as defined in 47 C.F.R. §
52.12(a)(1)(i) or successor regulations; and (iii) any Person deemed to be a TSP or TSP Affiliate by virtue of Section 3.e.

    " Voting Trust " shall mean the voting trust governed by the Amended and Restated Trust Agreement, dated September 24, 2004 (as
amended from time to time, including any successor agreement if applicable, the " Voting Trust Agreement ").

     " Voting Trustee " shall mean, collectively, the trustees for the Voting Trust appointed in accordance with its terms (including, if
applicable, any successor trustees), and if the context requires, each such trustee individually.

                                                                    6
     2. Private Company Restrictions. From the effective date of this provision until the earlier of (i) the Initial Date, and (ii) the
Restriction Termination Date, the following restrictions on ownership and transfer of Capital Stock shall apply:

           a. No Issuance to TSPs or TSP Affiliates: The Corporation shall not issue shares of Capital Stock to any Person who is a
     TSP or TSP Affiliate without the written approval or consent of the FCC; provided , however , that in determining whether a Person
     is a TSP or TSP Affiliate, the Corporation shall be entitled to rely on representations, warranties, covenants and undertakings from
     such Person.

         b. Basic Restriction. No Person may Beneficially Own shares of Capital Stock in excess of the Aggregate Stock
     Ownership Limit (whether by virtue of a Transfer of shares of Capital Stock or otherwise), unless such Person's Excess Shares are
     Transferred to the Voting Trust.

          c. Transfer in Voting Trust. If any Transfer of shares of Capital Stock occurs which, if effective, would result in any
     Person Beneficially Owning shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, then:

          (i)
                   such Person's Excess Shares shall be automatically Transferred to the Voting Trust in exchange for voting trust
                   certificates; and

          (ii)
                   such Person shall submit such number of shares of Capital Stock to the Voting Trust for registration in the name of the
                   Voting Trust.

          d. Notice. Any Person who acquires or intends to acquire Beneficial Ownership of shares of Capital Stock that will cause
     such Person's Beneficial Ownership to exceed the Aggregate Stock Ownership Limit shall immediately give written notice to the
     Corporation of such event, or in the case of such a proposed or attempted transaction, give at least fifteen (15) days prior written
     notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if
     any, of such Transfer on the Corporation.

          e. Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce
     the provisions of this Section 2.

          f. Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right
     hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent
     specifically waived in writing.

          g. Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 2, or any definition
     contained in Section 1, the Board of Directors shall have the power to determine the application of the provisions of this Section 2 or
     any such definition with respect to any situation based on the facts reasonably believed in good faith by it. In the event Section 2
     requires an action by the Board of Directors and the Restated Certificate of Incorporation fails to provide specific guidance with
     respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not
     contrary to the provisions of Sections 1, 2 or 3.

          h. Legend. Each certificate for shares of Capital Stock shall bear a legend that states that there are certain restrictions on
     transfer of the Corporation's stock, about which the Corporation will furnish a full statement to any stockholder on request and
     without charge.

          i.     Status of Shares Held by the Voting Trustee .

          (i)
                   Shares of Capital Stock held by the Voting Trustee shall continue to be issued and outstanding shares of Capital Stock of
                   the Corporation. The Beneficial Owner shall

                                                                    7
                have the power to dispose of the Excess Shares, and the rights to any dividends or other distributions in respect of the
                Excess Shares.

         (ii)
                  The Voting Trustee shall have all voting rights with respect to shares of Capital Stock held in the Voting Trust, subject to
                  the terms and conditions set forth in the Voting Trust Agreement. Any dividend or other distribution paid to a Voting
                  Trustee shall be paid with respect to such shares of Capital Stock held by the Voting Trustee to the applicable Beneficial
                  Owner promptly following receipt by the Voting Trustee. Subject to Delaware law, effective as of the date that the shares
                  of Capital Stock have been transferred to the Voting Trustee, the Voting Trustee shall have the authority: (A) to rescind
                  as void any vote cast by a Beneficial Owner prior to the discovery by the Corporation that the shares of Capital Stock
                  have been transferred to the Voting Trustee; and (B) to recast such vote in accordance with the terms and conditions of
                  the Voting Trust Agreement; provided , however , that if the Corporation has already taken irreversible corporate action,
                  then the Voting Trustee shall not have the authority to rescind and recast such vote.



         j. Severability. If any term or provision specified in this Section 2 is held by a court of competent jurisdiction to be in
    violation of any applicable law or public policy, and if such court should declare such term or provision to be illegal, invalid,
    unlawful, void, voidable or unenforceable as written, then such provision shall be given full force and effect to the fullest possible
    extent that it is legal, valid and enforceable, and the remainder of the terms and provisions herein shall be construed as if such illegal,
    invalid, unlawful, void, voidable or unenforceable term or provision were not contained herein.

    3. Public Company Restrictions. From the Initial Date until the Restriction Termination Date, the following restrictions on
ownership and transfer of Capital Stock shall apply:

         a. Basic Restrictions. (i) No Person who is a TSP or TSP Affiliate, other than an Excepted Holder, shall Beneficially Own
    shares of Capital Stock equal to, or in excess of, the Post-IPO TSP Stock Ownership Limit, and (ii) no Excepted Holder shall
    Beneficially Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

         b.     Required Divestiture.

         (i)
                  If (A) any Person experiences a Status Change that results in a violation of Section 3.a; or (B) any Transfer of shares of
                  Capital Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the
                  NASDAQ, NYSE or any other national securities exchange or automated inter-dealer quotation system) occurs which, if
                  effective, would result in any Person becoming a Prohibited Owner, then (I) within five (5) business days after the
                  Corporation has delivered written notice to such Person that it is a Prohibited Owner, such Person shall sell his, her or its
                  Divestiture Shares; provided , that if the Corporation's notice indicates that the Corporation exercises its right under
                  Section 3.b(ii) hereof, such Person shall sell such shares to the Corporation or its designee in accordance with the terms
                  and conditions of Section 3(b)(ii); provided , further , that if the Corporation does not exercise its right under
                  Section 3.b(ii), such Person shall only sell such Divestiture Shares to a third party whose ownership of the shares will not
                  violate the ownership limitations set forth in Section 3.a; and (II) within five (5) business days after the sale discussed in
                  Section 3.b(i) is consummated, such Person shall deliver written notice of such sale to the Corporation.

                                                                    8
     (ii)
              Upon the occurrence of the Status Change or the consummation of the Transfer that results in a violation of the
              ownership limitations set forth in Section 3.a, as the case may be, the Prohibited Owner shall be deemed to have offered
              his, her or its Divestiture Shares (free of any liens, or any voting restrictions or proxies) for sale to the Corporation, or its
              designee, at a price per share equal to the Market Price on the date the Corporation, or its designee, accepts such offer.
              The Corporation shall have the right to accept such offer until the Prohibited Owner has notified the Corporation that the
              Divestiture Shares have been sold in accordance with Section 3.b(i).

      c. Other Remedies for Breach. If the Board of Directors, any duly authorized committee thereof (or, if permitted by the
DGCL, any other Person designated by the Board of Directors or any duly authorized committee thereof) shall at any time determine
in good faith that a Transfer or other event has taken place that results in a violation of Section 3.a or that a Person intends to acquire
or has attempted to acquire Beneficial Ownership of any shares of Capital Stock in violation of Section 3.a (whether or not such
violation is intended), the Board of Directors or a committee thereof or other designees if permitted by the DGCL shall take such
action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation,
refusing to register or otherwise give effect to such Transfer on the books of the Corporation, disregarding any vote of such shares of
Capital Stock in accordance with Section 3.j, or instituting proceedings to enjoin such Transfer, vote or other event. Nothing in this
Section 3 shall restrict the Corporation's authority, at its election, to purchase Divestiture Shares from a Prohibited Owner pursuant to
Section 3.b(ii); provided , however , that to the extent that such purchase by the Corporation causes any Person' Beneficial Ownership
to equal or exceed the Post-IPO TSP Stock Ownership Limit, such Person will be subject to the notice and certification requirements
in Section 3.e; provided , further , however , that to the extent that such purchase by the Corporation causes any Person to become a
Prohibited Owner due to the increase in such Person's percentage Beneficial Ownership, such Person will be subject to all the
restrictions set forth herein, including the required divestiture provisions set forth in Section 3.b and the restrictions on voting
Divestiture Shares set forth in Section 3.j.

     d. Notice of Restricted Transfer. Any Person who acquires, or attempts or intends to acquire, Beneficial Ownership of
shares of Capital Stock that will or may violate Section 3.a shall immediately give written notice to the Corporation of such event, or
in the case of such a proposed or attempted transaction, give at least fifteen (15) days prior written notice, and shall provide to the
Corporation such other information as the Corporation may request relating to the Transfer or Transferee.

     e.     Owners Required To Provide Information.         From the Initial Date until the Restriction Termination Date:

     (i)
              Every Beneficial Owner of shares equal to or in excess of the Post-IPO TSP Stock Ownership Limit, within five
              (5) business days after the Transfer that caused such Beneficial Owner's stock ownership to equal or exceed the Post-IPO
              TSP Stock Ownership Limit, shall give written notice to the Corporation certifying (A) the name and address of such
              owner, (B) the number of shares of Capital Stock Beneficially Owned; (C) a description of the manner in which such
              shares are held; and (D) that such Beneficial Owner is not a TSP or a TSP Affiliate. In addition, each such Beneficial
              Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine
              the effect, if any, of such Beneficial Ownership on the Corporation. In the event that such Beneficial Owner experiences
              a Status Change, such Beneficial Owner shall, within 5 business days of such Status Change, give written notice thereof
              to the Corporation (and such Beneficial Owner shall be subject to all restrictions to which a TSP or TSP Affiliate is
              subject, including without limitation Section 3.b and 3.c, effective as of the date of such Status Change).

                                                                  9
             (ii)
                     At its discretion, the Board shall be entitled to treat any Person who fails to supply the written certification contemplated
                     by Section 3.e(i) as a TSP or TSP Affiliate, and such Person shall then be treated as a TSP or TSP Affiliate hereunder,
                     including being subject to all restrictions to which a TSP or TSP Affiliate is subject, including without limitation
                     Section 3.b and 3.c.

             (iii)
                     Each Person who is a Beneficial Owner of Capital Stock and each Person (including the stockholder of record) who is
                     holding Capital Stock Beneficially Owned by another Person shall provide to the Corporation such information as the
                     Corporation may reasonably request, in good faith, in order to ensure compliance with the restrictions on ownership and
                     transfer set forth herein.

     f. Remedies Not Limited. Nothing contained in this Section 3 shall limit the authority of the Board of Directors to take such
other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders, including any action to
comply with the FCC Neutrality Requirements.

     g. Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 3, or any definition
contained in Section 1, the Board of Directors shall have the power to determine the application of the provisions of this Section 3 or any
such definition with respect to any situation based on the facts reasonably believed in good faith by it. In the event Section 3 requires an
action by the Board of Directors and the Restated Certificate of Incorporation fails to provide specific guidance with respect to such
action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the
provisions of Sections 1, 2 or 3.

     h.      Exceptions .

     (i)
                To the extent consistent with the FCC Neutrality Requirements, the Board of Directors, in its sole discretion, may exempt
                (prospectively or retroactively) a Person from the Post-IPO TSP Stock Ownership Limit, and may establish or increase an
                Excepted Holder Limit for such Person if the Board of Directors obtains such representations, covenants and undertakings
                from such Person, as well as any necessary approvals or other consents from any governmental authority (including without
                limitation the FCC) as the Board of Directors may deem necessary or appropriate in order to conclude that granting the
                exemption and/or establishing or increasing the Excepted Holder Limit, as the case may be, will not cause the Corporation to
                violate any of the FCC Neutrality Requirements.

     (ii)
                Prior to granting any exception pursuant to Section 3.h(i), the Board of Directors may require notice to or, if applicable, a
                ruling or approval from the FCC, or an opinion of counsel, in any case in form and substance satisfactory to the Board of
                Directors in its sole discretion. Notwithstanding the giving of such notice, or the receipt of any ruling or opinion, the Board of
                Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception. The
                Board of Directors may terminate or provide for the automatic termination of the Excepted Holder Limit for any Person in the
                event that such Person fails to comply with such conditions or restrictions as are established by the Board of Directors
                pursuant to this Section 3.h(ii).

     (iii)
                Notwithstanding anything herein to the contrary, an underwriter or placement agent that participates in a public offering or a
                private placement of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own
                shares of Capital Stock (or securities convertible into or exchangeable for Capital Stock) in excess of the Post-IPO TSP Stock
                Ownership Limit (regardless of whether such underwriter or placement agent is a TSP or TSP Affiliate), but only to the extent
                necessary to facilitate

                                                                      10
             such public offering or private placement and provided that the restrictions contained in Section 3.a will not be violated
             following the distribution by such underwriter or placement agent of such shares of Capital Stock.

      i. Legend. Each certificate for shares of Capital Stock shall bear substantially the following legend: "The shares represented by
this certificate are subject to restrictions on ownership and transfer set forth in Article IV of the Corporation's Restated Certificate of
Incorporation. In addition to certain further restrictions and except as expressly provided in the Corporation's Restated Certificate of
Incorporation, no TSP or TSP Affiliate may Beneficially Own shares of the Corporation's Capital Stock equal to, or in excess of, five
percent (5.0%) of the voting power of the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder
Limit shall be applicable). Any Person who Beneficially Owns or attempts to Beneficially Own shares of Capital Stock which causes or
will cause a Person to Beneficially Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify
the Corporation. If any of the restrictions on transfer or ownership are violated, the holder of the shares of Capital Stock represented
hereby will be required to sell excess shares immediately either to the Corporation or its designee (at the Corporation's election) or to
another Person whose Beneficial Ownership of such shares will not violate such restrictions on transfer or ownership. All capitalized
terms in this legend have the meanings defined in the Corporation's Restated Certificate of Incorporation, as the same may be amended
from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital Stock
of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its
principal office."

     j.      Prohibited Owner's Rights With Respect To Divestiture Shares.

     (i)
               General.     Divestiture Shares shall continue to be issued and outstanding shares of Capital Stock of the Corporation.

     (ii)
               No Voting Rights Relating to Divestiture Shares. Subject to Delaware law, effective as of the date of the Transfer that
               triggered the application of Section 3.b, the Prohibited Holder shall not be entitled to vote any Divestiture Shares on any
               matters presented to the Corporation's stockholders for their approval and the Corporation shall disregard any vote cast by a
               Prohibited Owner in respect of Divestiture Shares; provided , however , that until such time as the Corporation receives notice
               that a Transfer, Status Change or other event has occurred that resulted in a Person Beneficially Owning shares of Capital
               Stock in violation of Section 3.a, the Corporation shall, subject to Delaware law, be entitled to rely on its share transfer and
               other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity
               and authority of proxies and otherwise conducting votes of stockholders.

     (iii)
               Dividends and Sale Proceeds. The Prohibited Owner shall have the right to receive dividends, if any, and the proceeds
               from the sale of such Divestiture Shares.

      k. Change in Post-IPO TSP Stock Ownership Limit. To the extent consistent with the FCC Neutrality Requirements, the Board
of Directors may from time to time increase or decrease the Post-IPO TSP Stock Ownership Limit; provided , however , that stockholders
shall receive notice of any such change, and a certificate of any such change shall be maintained and made available to any stockholder
upon request; provided ; further , that a decreased Post-IPO TSP Stock Ownership Limit will not be effective for any Person whose
percentage ownership of Capital Stock is in excess of such decreased Post-IPO TSP Stock Ownership Limit until such time as such
Person's percentage of Capital Stock equals or falls below the decreased Post-IPO TSP Stock Ownership Limit, but any further acquisition
of Capital Stock in excess of the decreased Post-IPO TSP Stock Ownership Limit of Capital Stock will be in violation of the Post-IPO
TSP Stock Ownership Limit.

                                                                     11
           l. NYSE or NASDAQ Transactions. Nothing in this Section 3 shall preclude the settlement of any transaction entered into
     through the facilities of NASDAQ, NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact
     that the settlement of any transaction occurs shall not negate the effect of any other provision of this Section 3 and any transferee in such a
     transaction shall be subject to all of the provisions and limitations set forth in this Section 3.

          m. Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the
     provisions of this Section 3.

           n. Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder
     shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically
     waived in writing.

          o. Severability. If any term or provision specified in this Section 3 is held by a court of competent jurisdiction to be in violation
     of any applicable law or public policy, and if such court should declare such term or provision to be illegal, invalid, unlawful, void,
     voidable or unenforceable as written, then this Section 3 shall be deemed to include such provision to the fullest possible extent that it is
     legal, valid and enforceable, and the remainder of the terms and provisions herein shall be construed as if such illegal, invalid, unlawful,
     void, voidable or unenforceable term or provision were not contained herein.


                                                            ARTICLE V
                                                  BOARD POWER REGARDING BYLAWS

      In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind the bylaws of the Corporation.


                                                               ARTICLE VI
                                                         ELECTION OF DIRECTORS

      A. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, the number of
directors constituting the entire Board of Directors of the Corporation shall be not less than three nor more than fifteen, as fixed from time to
time by vote of a majority of the entire Board of Directors; provided , however , that the number of directors shall not be reduced so as to
shorten the term of any director at the time in office; provided , further , that the number of directors constituting the entire Board of Directors
shall be seven until otherwise fixed by a majority of the entire Board of Directors.

     B. Beginning with the initial annual meeting, the Board of Directors shall be divided into three classes: Class I, Class II and Class III.
The terms of office of the classes of directors elected at the initial annual meeting shall expire at the times of the annual meetings of the
stockholders as follows: Class I on the next annual meeting, Class II on the second next annual meeting and Class III on the third next annual
meeting, or thereafter in each case when their respective successors are elected and qualified. At each subsequent annual election, the directors
chosen to succeed those whose terms are expiring shall be identified as being of the same class as the directors whom they succeed, and shall
be elected for a term expiring at the time of the third succeeding annual meeting of stockholders, or thereafter in each case when their
respective successors are elected and qualified. Subject to the rights of the holders of any series of preferred stock then outstanding, any
vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled
by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall
hold office until the next election of the class for which such directors have been chosen and until their successors shall be elected and
qualified. The

                                                                         12
number of directorships shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible. Elections of
directors need not be by written ballot.


                                                                   ARTICLE VII
                                                                   LIABILITY

     No director of the Corporation shall be personally liable to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the
Delaware Code or any amendment thereto or successor provision thereof, or (d) for any transaction from which the director derived an
improper personal benefit. If the Delaware Code is amended to authorize corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware Code,
as so amended. Any repeal or modification of this provision shall not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.


                                                                 ARTICLE VIII
                                                              INDEMNIFICATION

     A.    Right to Indemnification.

           1. Subject to the limitations set forth in Section A.2 of this Article VIII, each person who was or is made a party or is threatened to
     be made a party to or is otherwise involved in any Proceeding, by reason of the fact that he or she is or was a director or an executive
     officer of the Corporation or is or was a director or executive officer of the Corporation serving at the request of the Corporation as a
     director, officer, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with
     respect to an employee benefit plan (such person, an " Indemnitee "), whether the basis of such Proceeding is alleged action in an official
     capacity as a director, officer, trustee or agent or in any other capacity while serving as a director, officer, trustee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same
     exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the
     Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment),
     against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
     settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.

          2. Notwithstanding any other provision in this Article VIII, the Corporation shall not be obligated under this Article VIII to make
     any indemnity in connection with any claim made against an Indemnitee:

               a.   to the extent expressly prohibited by applicable law;

               b. for which payment has actually been made to Indemnitee under a valid and collectible insurance policy or under a valid and
          enforceable indemnity clause, bylaw or agreement of the Corporation or any other company or organization on whose board
          Indemnitee serves at the request of the Corporation, except with respect to any deductible (or the equivalent) from or excess beyond
          the amount payable or paid under any insurance policy or other indemnity provision;

               c. for an accounting of profits made (i) from the purchase and sale (or sale and purchase) by the Indemnitee of securities of
          the Corporation within the meaning of

                                                                          13
     Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or
     (ii) from any transactions prohibited under Section 306(a) of the Sarbanes-Oxley Act of 2002; or

          d. in connection with any Proceeding (or any part of any Proceeding), including claims and counterclaims, initiated or brought
     voluntarily by the Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the
     Corporation or its directors, officers, employees or other Indemnitees in their capacity as such, unless (i) the Proceeding is brought
     pursuant to Section C of this Article VIII with respect to the enforcement of rights to indemnification under this Article, (ii) the
     Board of Directors authorized the Proceeding (or such part of any Proceeding) prior to its initiation or (iii) the Corporation elects to
     provide the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law.

     B. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section B of this Article VIII, an
Indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney's fees) incurred in defending any such
Proceeding in advance of its final disposition (hereinafter an " advancement of expenses "); provided , however , that, if the Delaware
General Corporation Law requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an " undertaking "), by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there
is no further right to appeal (hereinafter a " final adjudication ") that such Indemnitee is not entitled to be indemnified for such expenses
under this Section B or otherwise. Notwithstanding the foregoing, the Corporation shall not be required to advance any expenses to an
Indemnitee in the event and to the extent that such Indemnitee has entered a plea of guilty in the applicable criminal Proceeding.

      C. Right of Indemnitee to Bring Suit. If a claim under Section A or B of this Article VIII is not paid in full by the Corporation
within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General Corporation Law, and (b) in any suit brought by the Corporation
to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses
upon a final adjudication that the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that
indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties
to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the

                                                                  14
Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought
by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the
Corporation.

      D. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VIII
shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or directors or otherwise.

     E. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

     F. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the
Corporation (or any of its direct or indirect subsidiaries or affiliates) who does not qualify for indemnification as an Indemnitee under this
Article VIII to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of
directors and executive officers of the Corporation.

      G. Nature of Rights. The rights conferred upon Indemnitees in this Article VIII shall be contract rights and such rights shall
continue as to an Indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators. Any amendment, alteration or repeal of this Article VIII that adversely affects any right of an Indemnitee or
its successors shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any
occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

     H.    Certain Definitions.    For purposes of this Article VIII, the following terms shall be defined as follows:

           1. " executive officer " shall mean (a) any officer of the Corporation with a position of senior vice president (or, if applicable,
     executive vice president) or higher; or (b) any other officer of the Corporation who is expressly designated by a resolution of the
     Board of Directors as an "executive officer" for purposes of this Article (regardless of whether such person is designated as an
     executive officer for other purposes). If an individual is designated an "executive officer" by virtue of clause (a) or (b) of this
     Section H.1, and the Board of Directors subsequently ceases to designate such individual as an "executive officer," such individual
     shall continue to be treated as an "executive officer" with respect to any Proceeding involving any occurrence or alleged occurrence
     of any action or omission to act that took place a period when such individual was an "executive officer" pursuant to clause (a) or
     (b) of this Section H.1.

          2. " Proceeding " includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
     mechanism, investigation, inquiry, administrative or legislative hearing or any other actual, threatened or completed proceeding,
     including any and all appeals, whether brought in the right of the Corporation or otherwise and whether of a civil, criminal,
     administrative or investigative nature, in which Indemnitee was involved, or becomes

                                                                   15
          or may become involved, as a party or otherwise, for which indemnification is not prohibited under Section A.2 of this Article VIII,
          including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or
          otherwise, by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was
          serving, at the request of the Corporation, as a director, officer, employee or agent or fiduciary of any other entity, including, but not
          limited to, another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything
          done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability
          or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this
          Article VIII.

          I. Constituent Corporations. For the purposes of this Article VIII, references to the "Corporation" include all constituent
     corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a
     director or officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation
     as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same
     position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would if he had served the
     resulting or surviving corporation in the same capacity.


                                                                ARTICLE IX
                                                             CORPORATE POWER

    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.


                                                         ARTICLE X
                                         NO STOCKHOLDER ACTION BY WRITTEN CONSENT

    No action required to be taken or which may be taken at any meeting of the stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing without a meeting to the taking of any action is denied.


                                                          ARTICLE XI
                                             CREDITOR COMPROMISE OR ARRANGEMENT

      Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for
the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any
reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

                                                                         16
     IN WITNESS WHEREOF , the undersigned has executed this Restated Certificate of Incorporation, which has been duly adopted in
accordance with Section 242 and 245 of the Delaware General Corporation Law, on            , 2005.

                                                       NEUSTAR, INC.

                                                       By:
                                                             Name: Jeffrey E. Ganek
                                                             Title: Chief Executive Officer

                                                                 17
QuickLinks

 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF NEUSTAR, INC. (a Delaware corporation)
ARTICLE I NAME OF CORPORATION
ARTICLE II REGISTERED OFFICE
ARTICLE III PURPOSE
ARTICLE IV AUTHORIZED CAPITAL STOCK
 ARTICLE V BOARD POWER REGARDING BYLAWS
ARTICLE VI ELECTION OF DIRECTORS
ARTICLE VII LIABILITY
ARTICLE VIII INDEMNIFICATION
ARTICLE IX CORPORATE POWER
ARTICLE X NO STOCKHOLDER ACTION BY WRITTEN CONSENT
ARTICLE XI CREDITOR COMPROMISE OR ARRANGEMENT
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                                                                      Exhibit 3.2


                                                      FORM OF

                                        AMENDED AND RESTATED BYLAWS

                                                         OF

                                                   NEUSTAR, INC.
                                                                   ARTICLE I
                                                                   OFFICES

     The address of the registered office of NeuStar, Inc. (the "Corporation") in the State of Delaware is 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company. The
Corporation may also have such other offices at such other places, within or without the State of Delaware, as the Board of Directors may from
time to time designate or the business of the Corporation may require.


                                                                 ARTICLE II
                                                              STOCKHOLDERS

      Section 1.     Annual Meeting .

     (a) An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of
such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within 13 months of the last annual meeting of stockholders.

     (b) Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may
be made at an annual meeting of stockholders only (i) pursuant to the Corporation's notice with respect to such meeting (or any supplement
thereto), (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has
complied with the notice procedures set forth in this section.

      (c) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the
foregoing paragraph, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (ii) such business
must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware, (iii) if the stockholder, or the
beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that
term is defined in subclause (C)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a
proxy statement and form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable law to
carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a
percentage of the Corporation's voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee
or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice
and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a
Solicitation Notice under this section. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices
of the Corporation not less than 90 or more than 120 days prior to the first anniversary (the " Anniversary ") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual meeting of stockholders; provided, however , that if the date of the
annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (I) the 90th day prior to
such annual meeting or (II) the 10th day following the day on which public announcement of the date of such meeting is first made. In no event
shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (A) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be
disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the " Exchange Act "), and
such person's written consent to being named in the proxy statement as nominee and to serve as a director if elected; (B) as to any other
business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such
business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class and
number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether
either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at
least the percentage of the Corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Corporation's voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a " Solicitation Notice ").

      (d) Notwithstanding anything in paragraph (c) of this Section 1 to the contrary, in the event that the number of directors to be elected to
the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at least 100 days prior to the Anniversary, a stockholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.

      (e) Only persons nominated in accordance with the procedures set forth in this Section 1 shall be eligible to serve as directors and only
such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the
procedures set forth in this section. The chairman of the meeting shall have the power and the duty to determine whether a nomination or any
business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be disregarded.

     (f) For purposes of these Bylaws, " public announcement " shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (g) Notwithstanding the foregoing provisions of this Section 1, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 1. Nothing in this Section 1 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

      Section 2.    Special Meetings.

     (a) Special meetings of the stockholders, other than those required by statute, may be called at any time by the Chairman of the Board or
the President or by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these
Bylaws, the term " Whole Board " shall mean the total number of authorized directors whether or not there exist any vacancies in previously
authorized directorships. The Board of Directors may postpone or reschedule any previously scheduled special meeting.

     (b) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to
the Corporation's notice of meeting. Nominations of persons

                                                                         2
for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of record of the Corporation who is
a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in Section 1 of this Article II. Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the stockholder's notice required by paragraph (c) of Section 1 of this
Article II shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later
of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving
of a stockholder's notice as described above.

     (c) Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2. Nothing in this Section 2 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

      Section 3.      Notice of Meetings. Notice of the place, if any, date, and time of all meetings of the stockholders, and the means of
remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall
be given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation).

     When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any,
thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however , that if the date of any
adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity
herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

      Section 4.      Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger
number may be required by law. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or
classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that
matter.

     If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date, or time.

      Section 5.     Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the
Chairman of the Board or, in his or her absence, the President of the Corporation or, in his or her absence, such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the

                                                                          3
stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman of the meeting appoints.

      Section 6.     Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The
chairman shall have the power to adjourn the meeting to another place, if any, date and time. The date and time of the opening and closing of
the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

       Section 7.     Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by
proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the
meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph
may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission
could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire
original writing or transmission. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney-in-fact. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation. A
proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is
received by the Corporation.

     The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to
the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his
or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or
her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

     All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast affirmatively or negatively.

      Section 8.      Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical
order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be
open to the examination of any such stockholder for a period of at least 10 days prior to the meeting in the manner provided by law.

      The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list
shall presumptively determine the identity of the stockholders entitled to examine the list and to vote at the meeting and the number of shares
held by each of them.


                                                               ARTICLE III
                                                           BOARD OF DIRECTORS

      Section 1.     Number of Directors; Qualifications. Subject to the rights of the holders of any series of preferred stock to elect
directors under specified circumstances, the number of directors constituting

                                                                          4
the Whole Board shall be not less than three nor more than fifteen, as fixed from time to time by vote of a majority of the Whole Board;
provided , however , that the number of directors shall not be reduced so as to shorten the term of any director at the time in office; provided ,
further , that the number of directors constituting the Whole Board shall be seven until otherwise fixed by a majority of the Whole Board. In
the event that the service by any individual on the Corporation's board of directors would cause the Corporation to violate any of the neutrality
requirements to which the Corporation is subject under the applicable laws, regulations, rules and orders of the Federal Communications
Commission, such individual shall not qualify to serve as a director of the Corporation and, if applicable, such individual shall cease to be a
member of the board of directors immediately.

       Section 2.     Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of preferred stock then
outstanding, any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of the class for which such directors have been chosen and until their successors
shall be elected and qualified.

      Section 3.      Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or
dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each
regular meeting shall not be required.

      Section 4.      Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the
President or by a majority of the Whole Board and shall be held at such place, on such date, and at such time as they or he or she shall fix.
Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written
notice not less than five days before the meeting or by telephone or by telegraphing or telexing or by facsimile or electronic transmission of the
same not less than 24 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a
special meeting.

      Section 5.     Quorum. At any meeting of the Board of Directors, a majority of the total number of the Whole Board shall constitute a
quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.

     Section 6.      Participation in Meetings By Conference Telephone. Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment
by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such
meeting.

       Section 7.    Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner
as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors
present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions
are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper
form and shall be in electronic form if the minutes are maintained in electronic form.

      Section 8.      Compensation of Directors. Unless otherwise restricted by the Corporation's Certificate of Incorporation, the Board of
Directors shall have the authority to fix the compensation of the directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or paid a stated
salary or paid other compensation as director. No such payment shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing committees may be allowed compensation for attending committee
meetings.

                                                                         5
      Section 9.     Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of
Directors. The Board of Directors shall exercise all of the powers and duties conferred by law except as provided by the Certificate of
Incorporation or these Bylaws.

      Section 10.      Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission. The
resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.


                                                                   ARTICLE IV
                                                                  COMMITTEES

       Section 1.     Committees of the Board of Directors. The Board of Directors may from time to time designate committees of the
Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and
shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it
desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

       Section 2.     Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to
members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may
be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.


                                                                     ARTICLE V
                                                                     OFFICERS

      Section 1.     Generally. The officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice
Presidents, a Chief Financial Officer, a Secretary, one or more Assistant Secretaries and such other officers as may from time to time be
appointed by the Board of Directors. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice
President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution
determine the order of their rank. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after
every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any number of offices may be held by the same person. The salaries of officers elected by the Board of Directors shall
be fixed from time to time by the Board of Directors or by such officers as may be designated by resolution of the Board of Directors.

      Section 2.     Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation. Subject to
the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management
and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are

                                                                           6
commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power
to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and
direction of all of the other officers, employees and agents of the Corporation.

      Section 3.      President. The President shall be the chief operating officer of the Corporation. He or she shall have general
responsibility for the management and control of the operations of the Corporation and shall perform all duties and have all powers which are
commonly incident to the office of chief operating officer or which are delegated to him or her by the Board of Directors. Subject to the
direction of the Board of Directors and the Chairman of the Board, the President shall have power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized and shall have general supervision of all of the other officers (other than the
Chairman of the Board or any Vice Chairman), employees and agents of the Corporation.

      Section 4.      Vice President. Each Vice President shall have such powers and duties as may be delegated to him or her by the Board
of Directors. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all
the powers of and be subject to all the restrictions upon the President.

       Section 5.     Chief Financial Officer. The Chief Financial Officer shall have the general care and custody of the funds and securities
of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall
be selected by the Board. He shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever. He
shall exercise general supervision over expenditures and disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be necessary or desirable. He shall, in general, perform all other duties
incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board.

       Section 6.      Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing
committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these By-Laws. He shall keep in safe
custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it
shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his signature.

       Section 7.    Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe.

      Section 8.      Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to
any other officers or agents, notwithstanding any provision hereof.

      Section 9.     Removal.      Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

                                                                          7
      Section 10.     Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the
Chief Executive Officer or any officer of the Corporation authorized by the Chief Executive Officer shall have power to vote and otherwise act
on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other
Corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other Corporation.

      Section 11.      Corporate Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to
time be prescribed by the Board of Directors. All checks or other orders for the payment of money shall be signed by the Chief Executive
Officer, President or the Chief Financial Advisor or such other person or agent as may from time to time be authorized and with such
countersignature, if any, as may be required by the Board of Directors.


                                                                    ARTICLE VI
                                                                     STOCK

       Section 1.     Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by,
the Chief Executive Officer, President or a Vice President, and by the Secretary or an Assistant Secretary, certifying the number of shares
owned by him or her. Any or all of the signatures on the certificate may be by facsimile. The Board of Directors shall have the power to
appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock
certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.

      Section 2.       Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office
of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in
accordance with Section 4 of Article VI of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor. Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request
the Corporation to do so. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem
necessary or proper concerning the issue, transfer and regulation of certificates for shares of stock of the Corporation.

      Section 3.      Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may, except as
otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is
adopted and which record date shall not be more than 60 nor less than 10 days before the date of any meeting of stockholders, nor more than
60 days prior to the time for such other action as hereinbefore described; provided, however , that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or
allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution relating thereto.

                                                                           8
     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however , that the Board of Directors may fix a new record date for the adjourned meeting.

      Section 4.     Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another
may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

      Section 5.     Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

       Section 6.     List of Stockholders Entitled to Vote. The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 219 of the Delaware General Corporation Law or the books of the Corporation,
or to vote in person or by proxy at any meeting of stockholders.

       Section 7.     Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may at any regular or
special meetings, declare dividends upon the stock of the Corporation either (a) out of its surplus, as defined in and computed in accordance
with Sections 154 and 244 of the Delaware General Corporation Law or (b) in case there shall be no such surplus, out of its net profits for the
fiscal year in which the dividend is declared and/or the preceding fiscal year. Before the declaration of any dividend, the Board of Directors
may set apart, out of any funds of the Corporation available for dividends, such sum or sums as from time to time in their discretion may be
deemed proper for working capital or as a reserve fund to meet contingencies or for such other purposes as shall be deemed conducive to the
interests of the Corporation.

      Section 8.     Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares
of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to
receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The Corporation shall not
be bound to recognize any equitable or other claims to or interest in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof.


                                                                  ARTICLE VII
                                                                   NOTICES

      Section 1.     Notices. Notice to stockholders may be given personally, by mail, or by electronic transmission in accordance with
Section 232 of the Delaware General Corporation Law. If mailed, notice to stockholders shall be deemed given when deposited in the mail,
postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Notice shall be
deemed to have been given to all stockholders of record who share a post office or street or electronic mail address if notice is given in
accordance with the "householding" rules set forth in Rule 14a-3(e) under the Exchange Act and Section 233 of the Delaware General
Corporation Law. An affidavit of the Secretary or Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice
has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to the Corporation shall be deemed
given when received by the Secretary of the Corporation.

      Section 2.     Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by
such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at

                                                                         9
any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of notice.


                                                                ARTICLE VIII
                                                              MISCELLANEOUS

      Section 1.    Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in
these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of
Directors or a committee thereof.

       Section 2.     Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal
shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be
kept and used by the Chief Financial Officer or by an Assistant Secretary.

      Section 3.      Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the
books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation
by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such
director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

      Section 4.     Fiscal Year.    The fiscal year of the Corporation shall be as fixed by the Board of Directors.

      Section 5.      Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified
number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

      Section 6.      Electronic Transmission. For purposes of these Bylaws, " electronic transmission " means any form of
communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by
a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

      Section 7.      Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any
substantive effect in limiting or otherwise construing any provision herein.

      Section 8.      Inconsistent Provisions; Changes in Delaware Law. If any provision of these Bylaws is or becomes inconsistent with
any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the
provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. If
any of the provisions of the General Corporation Law of the State of Delaware referred to above are modified or superseded, the references to
those provisions is to be interpreted to refer to the provisions as so modified or superseded.


                                                         ARTICLE IX
                                         INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Corporation shall be authorized to indemnify and hold harmless each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any proceeding, by

                                                                        10
reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was a director, officer, employee or
agent of the Corporation serving at the request of the Corporation as a director, officer, trustee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a
director, officer, employee, agent or trustee, and the Corporation may indemnify each such person to the fullest extent authorized by the
Delaware General Corporation Law against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such proceeding.


                                                                  ARTICLE X
                                                                 AMENDMENTS

     These Bylaws, or any of them, may be altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any meeting of the Board or by written consent, or (ii) by the
stockholders, at any annual meeting of stockholders, without previous notice, or at any special meeting of stockholders, provided that notice of
such proposed amendment, modification, repeal or adoption is given in the notice of special meeting. Any Bylaws made or altered by the
stockholders may be altered or repealed by either the Board or the stockholders.


                                                               ARTICLE XI
                                                           CONDUCT OF BUSINESS

      In the conduct of its business and other corporate matters, the Corporation shall take such actions as are necessary to comply with the
neutrality requirements to which the Corporation is subject under the applicable laws, regulations, rules and orders of the Federal
Communications Commission. In the case of an ambiguity in the application of any of the provisions of this Article XI, the Board of Directors
shall have the power to determine the application of the provisions of this Article XI with respect to any situation based on the facts reasonably
believed in good faith by it. In the event Article XI requires an action by the Board of Directors and the Corporation's Certificate of
Incorporation and these Bylaws fail to provide specific guidance with respect to such action, the Board of Directors shall have the power to
determine the action to be taken.

Date of Adoption: [***Effective date***]

                                                                         11
                                                     CERTIFICATE OF SECRETARY

     The undersigned, being the duly elected Secretary of NeuStar, Inc., a Delaware corporation, hereby certifies that the Bylaws to which this
Certificate is attached were duly adopted by the Board of Directors of the corporation as of the [***Effective date***].

                                                                          Martin Lowen, Secretary
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 FORM OF AMENDED AND RESTATED BYLAWS OF NEUSTAR, INC.
 ARTICLE I OFFICES
ARTICLE II STOCKHOLDERS
ARTICLE III BOARD OF DIRECTORS
 ARTICLE IV COMMITTEES
ARTICLE V OFFICERS
ARTICLE VI STOCK
ARTICLE VII NOTICES
ARTICLE VIII MISCELLANEOUS
ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE X AMENDMENTS
ARTICLE XI CONDUCT OF BUSINESS
 CERTIFICATE OF SECRETARY
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                                                                                                                                      Exhibit 10.8

                                                             NEUSTAR, INC.
                                                     1999 EQUITY INCENTIVE PLAN
                                                    AS RESTATED AS OF APRIL 4, 2005

1.    Purpose

     The purpose of the Plan is to provide a means through which the Company may attract able persons to become and remain directors of the
Company, act as consultants to the Company or enter and remain in the employ of the Company and to provide a means whereby employees,
directors and consultants of the Company can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by
reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and promoting an identity of
interest between stockholders and these employees, directors and consultants.

2.    Definitions

     The following definitions shall be applicable throughout the Plan.

     (a) "Award" means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right,
Restricted Stock Award, Phantom Stock Unit Award, Performance Share Unit Award, Stock Bonus Award or other right or benefit granted in
accordance with the terms and purpose of the Plan.

    (b) "Award Period" means a period of time within which performance is measured for the purpose of determining whether Performance
Share Units have been earned.

     (c) "Award Agreement" means the written agreement evidencing the grant of an Award executed by NeuStar and the Participant,
including any amendments thereto.

     (d)   "Board" means the Board of Directors of NeuStar.

     (e) "Cause" means, in connection with an existing employment, consulting or any other agreement between the Participant and the
Company, the Company having "Cause", as defined in such agreement, to terminate a Participant's Service in accordance with the provisions of
such agreement or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by the Committee that the
Participant has ceased to perform his duties to the Company (other than as a result of his incapacity due to physical or mental illness or injury),
which failure amounts to intentional and extended neglect of his duties, (ii) acts of the Participant, which, in the judgment of the Committee,
constitute fraud on the part of the Participant in connection with his duties to the Company, including but not limited to, misappropriation or
embezzlement as an employee, director or consultant, or willfully engaging in conduct materially injurious to the Company, (iii) misconduct,
including but not limited to the failure of the Participant to comply with lawful written instruction of the Company after 30 days notice in
writing of the Participant's failure to do so and the intention of the Company to terminate the Participant's Service if such failure is not
corrected (during which 30-day period, no Award issued to the Holder under the Plan may be exercised or purchased) or (iv) the Participant
having plead no contest to a charge of a felony or having been convicted of a felony, other than a traffic offense.

     (f)   "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to
include any amendments or successor provisions to such section and any regulations under such section.

    (g) "Committee" means the full Board, the Compensation Committee of the Board or such other committee as the Board may appoint to
administer the Plan.

     (h) "Common Stock" means the common stock, par value $0.002 per share, of NeuStar or, in the discretion of the Committee, of any
Related Entity.
     (i)    "Company" means NeuStar or any Related Entity.

     (j) "Date of Grant" means the date on which the granting of an Award is authorized or such other date as may be specified in such
authorization.

     (k) "Disability" means the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at
which a Participant was employed or served when such disability commenced or, if the Participant was retired when such disability
commenced, the inability to engage in any substantial gainful activity, in either case as determined by the Committee based upon medical
evidence acceptable to it.

     (l) "Eligible Person" means any (i) person regularly employed by the Company; provided, however , that no such employee covered by
a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective
bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company; or (iii) consultant to the Company.

     (m)    "Exchange Act" means the Securities Exchange Act of 1934.

       (n) "Fair Market Value" on a given date means (i) if the Common Stock is listed on a national securities exchange, the mean between
the highest and lowest sale prices reported as having occurred on the primary exchange with which the Common Stock is listed and traded on
the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the
Common Stock is not listed on any national securities exchange but is quoted in the National Market System of the National Association of
Securities Dealers Automated Quotation System on a last sale basis, the average between the high sale and low sale price reported on such
System on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported;
(iii) if the Common Stock is not listed on a national securities exchange nor quoted in the National Market System of the National Association
of Securities Dealers Automated Quotation System on a last sale basis, the amount determined by the Committee to be the fair market value
based upon a good faith attempt to value the Common Stock accurately; or (iv) notwithstanding clauses (i)—(iii) above, with respect to Awards
granted as of the consummation of an IPO, the price at which Common Stock is sold to the public in the IPO.

     (o)    "Holder" means a Participant who has been granted an Award.

   (p) "Incentive Stock Option" means an Option granted by the Committee to a Participant under the Plan which is designated by the
Committee as an Incentive Stock Option pursuant to Section 422 of the Code.

     (q)    "IPO" means the initial offering of Common Stock to the public through an effective registration statement.

     (r)   "NeuStar" means NeuStar, Inc., a Delaware corporation formerly known as NeuStar Corporation, and any successor thereto.

     (s) "Non-Employee Director" means a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act or any successor
rule or regulation.

     (t)    "Nonqualified Stock Option" means an Option granted under the Plan which is not designated as an Incentive Stock Option.

     (u)    "Normal Termination" means a termination of Service with the Company:

           (i)
                  Upon retirement pursuant to the retirement plan of the Company, as may be applicable at the time to the Participant in
                  question;

           (ii)
                  With the written approval of the Committee; or

                                                                          2
            (iii)
                    By the Company without Cause.

            (v)
                    "Option" means an Award granted under Section 7 of the Plan.

     (w)     "Option Period" means the period described in Section 7(c).

     (x)     "Option Price" means the exercise price set for an Option described in Section 7(a).

     (y)     "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code.

     (z)     "Participant" means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award.

      (aa) "Performance Goals" means the performance objectives during an Award Period or Restricted Period established by the Committee
for the purpose of determining whether, and to what extent, Awards will be earned for an Award Period or Restricted Period.

     (bb) "Performance Share Unit" means a hypothetical investment equivalent equal to one share of Common Stock granted in connection
with an Award made under Section 9 of the Plan.

    (cc) "Phantom Stock Unit" means a hypothetical investment equivalent equal to one share of Common Stock granted in connection with
an Award made under Section 10 of the Plan.

     (dd) "Plan" means the NeuStar, Inc. 1999 Equity Incentive Plan, as may be amended from time to time.

     (ee) "Qualified Committee" means a committee composed of at least two Qualified Directors.

     (ff) "Qualified Director" means a person who is (i) a Non-Employee Director and (ii) an "outside director" within the meaning of
Section 162(m) of the Code.

     (gg) "Related Entity" means any Parent, Subsidiary and any business, corporation, partnership, limited liability company or other entity
in which NeuStar, a Parent or a Subsidiary holds or comes to hold a substantial ownership interest, directly or indirectly, and which the Board
designates as a Related Entity.

     (hh) "Restricted Period" means, with respect to any share of Restricted Stock or any Phantom Stock Unit, the period of time determined
by the Committee during which such Award is subject to the restrictions set forth in Section 10.

      (ii) "Restricted Stock" means shares of Common Stock issued or transferred to a Participant subject to forfeiture and the other
restrictions set forth in Section 10.

     (jj)    "Restricted Stock Award" means an Award of Restricted Stock granted under Section 10 of the Plan.

     (kk) "Securities Act" means the Securities Act of 1933, as amended.

      (ll) "Service" means the provision of services to the Company in any capacity of employee, director or consultant. Service or
employment shall not be considered interrupted or terminated in the case of (i) any approved leave of absence, (ii) transfers within or between
any Company entity, whether or not geographic in nature, or (iii) any change in status so long as the individual remains in the service or
employment of any Company in any capacity (except as otherwise provided in an Award Agreement). An approved leave of absence shall
include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option, if such leave exceeds
ninety (90) days, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option
shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration of such ninety (90) day
period.

                                                                           3
     (mm) "Stock Appreciation Right" or "SAR" means an Award granted under Section 8 of the Plan.

     (nn) "Stock Bonus" means an Award granted under Section 11 of the Plan.

     (oo) "Stock Option Agreement" means the agreement between the Company and a Participant who has been granted an Option pursuant
to Section 7 which defines the rights and obligations of the parties as required in Section 7(d).

     (pp) "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.

     (qq) "Vested Unit" shall have the meaning ascribed thereto in Section 10(e).

3.    Effective Date, Duration and Shareholder Approval

      The Plan is effective as of November 23, 1999, the date of adoption of the Plan by the Board and as thereafter amended and restated as of
April 4, 2005. The effectiveness of the Plan and the validity of any and all Awards granted pursuant to the Plan is contingent upon approval of
the Plan by the stockholders of the Company in a manner which complies with (i) Section 422(b)(1) and, to the extent provided in Section 16
herein, Section 162(m) of the Code and (ii) the requirements of the primary national securities exchange with which the Common Stock is
listed, if so listed, and/or the National Market System of the National Association of Securities Dealers Automated Quotation System, if the
Common Stock is quoted thereon. Unless and until the stockholders approve the Plan in compliance with the applicable requirements, no
Award granted under the Plan shall be effective.

     The expiration date of the Plan, after which no Awards may be granted hereunder, shall be November 23, 2009; provided, however, that
the administration of the Plan shall continue in effect until all matters relating to the payment of Awards previously granted have been settled.

4.    Administration

     The Committee shall administer the Plan; provided, however , that as of and after the date the Company first becomes subject to
Section 16 of the Exchange Act, the Plan shall be administered by the full Board or a committee of the Board composed of at least two persons,
each member of which, at the time he takes any action with respect to an Award under the Plan, shall be a Non-Employee Director; and further
provided , that as of and after the date that the exemption for the Plan under Section 162(m) of the Code expires, as set forth in Section 16
herein, to the extent that the Company determines that an Award is intended to comply with Section 162(m) of the Code, the Plan shall be
administered by a Qualified Committee. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the
members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the
acts of the Committee.

     Subject to the provisions of the Plan, the Committee shall have exclusive power to:

     (a) Select the Eligible Persons to participate in the Plan;

     (b) Determine the nature and extent of the Awards to be made to each Participant;

     (c) Determine the time or times when Awards will be made to Participants;

     (d) Determine the duration of each Award Period and Restricted Period;

     (e) Determine the conditions to which the payment of Awards may be subject;

     (f)   Establish the Performance Goals for each Award Period;

                                                                        4
     (g) Prescribe the form of Stock Option Agreement or other form or forms evidencing Awards; and

     (h) Cause records to be established in which there shall be entered, from time to time as Awards are made to Participants, the date of
each Award, the number of Incentive Stock Options, Nonqualified Stock Options, SARs, Phantom Stock Units, Performance Share Units,
shares of Restricted Stock and Stock Bonuses awarded by the Committee to each Participant, the expiration date, the Award Period and the
duration of any applicable Restricted Period.

     The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt, or revise such rules and regulations and
to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee's
interpretation of the Plan or any documents evidencing Awards granted pursuant thereto and all decisions and determinations by the Committee
with respect to the Plan shall be final, binding, and conclusive on all parties unless otherwise determined by the Board.

5.    Grant of Awards; Shares Subject to the Plan

     The Committee may, from time to time, and to the extent consistent with the terms of the Plan, grant Awards to one or more Eligible
Persons; provided, however , that:

     (a) Subject to Section 13, the aggregate number of shares of Common Stock made subject to all Awards may not exceed 12,245,506
shares;

      (b) Any shares of Common Stock covered by an Award (or portion of an Award) which is forfeited or canceled, expires or is settled in
cash, shall be deemed not to have been issued for purposes of determining the maximum aggregate number of shares of Common Stock which
may be issued under the Plan. If any unissued shares of Common Stock are retained by the Company upon exercise of an Award in order to
satisfy the exercise price for such Award or any withholding taxes due with respect to such Award, such retained shares of Common Stock
subject to such Award shall become available for future issuance under the Plan (unless the Plan has terminated). Shares of Common Stock that
actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future
issuance under the Plan, except that if unvested shares of Common Stock are forfeited, or repurchased by the Company at their original
purchase price, such shares of Common Stock shall become available for future grant under the Plan;

   (c) Shares of Common Stock delivered by the Company in settlement of Awards under the Plan may be authorized and unissued
Common Stock or Common Stock held in the treasury of the Company or may be purchased on the open market or by private purchase;

     (d) Subject to Section 13 of the Plan, following the date that the exemption from the application of Section 162(m) of the Code described
in Section 16 (or any other exemption having similar effect) ceases to apply to Awards, no Participant may receive Options or SARs under the
Plan with respect to more than 1,500,000 shares of Common Stock in any one year; and

     (e) The Committee may, in its sole discretion, require a Participant to pay consideration for an Award in an amount and in a manner as
the Committee deems appropriate.

      (f) Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with
Rule 260.140.45 of the California Code of Regulations, the total number of shares issuable upon exercise of all outstanding Options and the
total number of shares provided for under any Stock Bonus or similar plan or agreement of the Company shall not exceed the applicable
percentage as calculated in accordance with the conditions and exclusions of Rule 260.140.45, based on the securities of the Company that are
outstanding at the time the calculation is made.

                                                                        5
6.    Eligibility

     Participation shall be limited to Eligible Persons who have received written notification from the Committee, or from a person designated
by the Committee, that they have been selected to participate in the Plan.

7.    Discretionary Grant of Stock Options

     The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person;
provided, however , that no Incentive Stock Options shall be granted to any Eligible Person who is not an employee of NeuStar, or a Parent or
Subsidiary of NeuStar. Each Option so granted shall be subject to the following conditions, or to such other conditions as may be reflected in
the applicable Stock Option Agreement. If a Participant granted an Incentive Stock Option changes status from an employee to a consultant,
such Incentive Stock Option, to the extent not exercised within three (3) months of the change in status, shall revert to a Nonqualified Stock
Option.

      (a) Option price . The exercise price ("Option Price") per share of Common Stock for each Option shall be set by the Committee at
the time of grant but shall not be less than the Fair Market Value of a share of Common Stock at the Date of Grant.

     (b) Manner of exercise and form of payment . Options which have become exercisable may be exercised by delivery of written
notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable in cash and/or shares of
Common Stock valued at the Fair Market Value at the time the Option is exercised or, in the discretion of the Committee (which, in the case of
an Incentive Stock Option, shall be determined at the time of grant), either (i) in other property having a fair market value on the date of
exercise equal to the Option Price, or (ii) to the extent permitted by law, by delivering to the Committee a copy of irrevocable instructions to a
stockbroker to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the Option Price; provided, however , that
the Holder may use Common Stock in payment of the exercise price only if the shares so used are considered "mature" for purposes of
generally accepted accounting principles ( i.e. , (i) been held by the Holder free and clear for at least six (6) months prior to the use thereof to
pay part of an Option exercise price, (ii) been purchased by the Holder in other than a compensatory transaction, or (iii) meet any other
requirements for "mature" shares as may exist on the date of the use thereof to pay part of an Option exercise price).

     (c) Option Period and Expiration . Options shall vest and become exercisable in such manner and on such date or dates determined
by the Committee and shall expire after such period, not to exceed ten years from the Date of Grant, as may be determined by the Committee
(the "Option Period"); provided, however , that notwithstanding any vesting dates set by the Committee, the Committee may in its sole
discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than
with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall
remain exercisable until the Option expires. Unless otherwise stated in the applicable Option Agreement, the Option shall expire earlier than
the end of the Option Period in the following circumstances:

          (i)
                    If prior to the end of the Option Period, the Holder shall undergo a Normal Termination, the Option shall expire on the earlier
                    of the last day of the Option Period or the date that is three (3) months after the date of such Normal Termination. In such
                    event, the Option shall remain exercisable by the Holder until its expiration, only to the extent the Option was exercisable at
                    the time of such Normal Termination.

          (ii)
                    If the Holder dies or becomes disabled prior to the end of the Option Period and while still in the Service of the Company or
                    within three (3) months of a Normal Termination,

                                                                          6
                 the Option shall expire on the earlier of the last day of the Option Period or the date that is one year after the date of death or
                 disability of the Holder. In such event, the Option shall remain exercisable by the Participant or Participant's legal
                 representative, or, in the case of death, the person or persons to whom the Holder's rights under the Option pass by will or the
                 applicable laws of descent and distribution until its expiration, only to the extent the Option was exercisable by the Holder at the
                 time of death or disability.

         (iii)
                   If the Holder ceases Service with the Company for reasons other than a termination for Cause, Normal Termination, death or
                   disability, the Option shall expire on the earlier of the last day of the Option Period or the date that is thirty days after the date
                   of such cessation of Service.

         (iv)
                   If the Holder's Service with the Company is terminated for Cause, the Option shall expire immediately upon first notification
                   to the Holder of such termination, unless the Committee determines otherwise. If a Holder's Service with the Company is
                   suspended pending an investigation of whether the Holder shall be terminated for Cause, all the Participant's rights under any
                   Option likewise shall be suspended during the period of investigation.



    (d) Stock Option Agreement—Other Terms and Conditions . Each Option granted under the Plan shall be evidenced by a Stock
Option Agreement, which shall contain such provisions as may be determined by the Committee and which shall be subject to the following
terms and conditions:

         (i)
                   Each Option issued pursuant to this Section 7 or portion thereof that is exercisable shall be exercisable for the full amount or
                   for any part thereof.

         (ii)
                   Each share of Common Stock purchased through the exercise of an Option issued pursuant to this Section 7 shall be paid for
                   in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of Common Stock, when the
                   Holder purchases the share or exercises a related SAR or when the Option expires.

         (iii)
                   Subject to Section 12(k), Options issued pursuant to this Section 7 shall not be transferable by the Holder except by will or the
                   laws of descent and distribution and shall be exercisable during the Holder's lifetime only by him or, in the case of disability,
                   his legal representative.

         (iv)
                   Each Option issued pursuant to this Section 7 shall vest and become exercisable by the Holder in accordance with the vesting
                   schedule established by the Committee and set forth in the Stock Option Agreement; provided, however , that each Option
                   granted to a Participant who resides in the state of California shall, for so long as such Participant resides in California, vest at
                   the rate of at least 20% per year over five years from the Date of Grant. Notwithstanding anything in this subsection (d)(iv) to
                   the contrary, in the case of an Option granted to an officer, director, manager or consultant of the Company, the Option may
                   vest and become exercisable at any time or during any period established by the Committee.

         (v)
                   Each Stock Option Agreement may contain a provision that, upon demand by the Committee for such a representation, the
                   Holder shall deliver to the Committee at the time of any exercise of an Option issued pursuant to this Section 7 a written
                   representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a
                   view to the distribution thereof. Upon such demand, delivery of such representation prior to the delivery of any shares issued
                   upon exercise of an Option issued pursuant to this Section 7 shall be a condition precedent to the right of the Holder or such
                   other person to purchase any shares. In the event certificates for Common Stock are delivered under the Plan with respect to
                   which such

                                                                            7
                 investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to
                 make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or
                 state securities laws.

          (vi)
                   Each Incentive Stock Option Agreement shall contain a provision requiring the Holder to notify the Company in writing
                   immediately after the Holder makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of
                   such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Common Stock
                   before the later of (a) two years after the Date of Grant of the Incentive Stock Option or (b) one year after the date the Holder
                   acquired the Common Stock by exercising the Incentive Stock Option.

     (e) Incentive Stock Option Grants to 10% Stockholders . Notwithstanding anything to the contrary in this Section 7, if an Incentive
Stock Option is granted to a Holder who owns stock representing more than ten percent of the voting power of all classes of stock of NeuStar,
or any Parent or Subsidiary of NeuStar, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option
Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Common Stock subject to the Option.

      (f) $100,000 Per Year Limitation for Incentive Stock Options . To the extent the aggregate Fair Market Value (determined as of
the Date of Grant) of Common Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any
calendar year (under all plans of NeuStar and its Parents or Subsidiaries) exceeds $100,000, such excess Incentive Stock Options shall be
treated as Nonqualified Stock Options.

     (g) Voluntary Surrender . The Committee may permit the voluntary surrender of all or any portion of any Nonqualified Stock
Option issued pursuant to this Section 7 and its corresponding SAR, if any, granted under the Plan to be conditioned upon the granting to the
Holder of a new Option for the same or a different number of shares as the Option surrendered or require such voluntary surrender as a
condition precedent to a grant of a new Option to such Participant. Such new Option shall be exercisable at an Option Price, during an Option
Period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined
in accordance with the provisions of the Plan without regard to the Option Price, Option Period, or any other terms and conditions of the
Nonqualified Stock Option surrendered.

8.    Stock Appreciation Rights

     Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by
subsequent amendment. The Committee also may award SARs independent of any Option. An SAR shall confer on the Holder thereof the right
to receive in shares of Common Stock, cash or a combination thereof the value equal to the excess of the Fair Market Value of one share of
Common Stock on the date of exercise over the exercise price for the SAR, with respect to every share of Common Stock for which the SAR is
granted. An SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not
limited to, the following:

      (a) Vesting . SARs granted in connection with an Option shall become exercisable, be transferable and shall expire according to the
same vesting schedule, transferability rules and expiration provisions as the corresponding Option. An SAR granted independent of an Option
shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions
as established by the Committee and reflected in an Award agreement.

                                                                          8
     (b) Automatic exercise . If on the last day of the Option Period (or in the case of an SAR independent of an Option, the period
established by the Committee after which the SAR shall expire), the Fair Market Value of the Common Stock exceeds the Option Price (or in
the case of an SAR granted independent of an Option, the Fair Market Value of the Common Stock on the Date of Grant), the Holder has not
exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding Option has expired, such SAR shall be deemed to
have been exercised by the Holder on such last day and the Company shall make the appropriate payment therefor.

     (c) Payment . Upon the exercise of an SAR, the Company shall pay to the Holder an amount equal to the number of shares subject to
the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Option Price, in
the case of an SAR granted in connection with an Option, or the Fair Market Value of one share of Common Stock on the Date of Grant, in the
case of an SAR granted independent of an Option. The Company shall pay such excess in cash, in shares of Common Stock valued at Fair
Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash.

     (d) Method of exercise . A Holder may exercise an SAR after such time as the SAR vests by filing an irrevocable written notice with
the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded.

     (e) Expiration . Each SAR shall cease to be exercisable, as to any share of Common Stock, when the Holder exercises the SAR or
exercises a related Option, with respect to such share of Common Stock. Except as otherwise provided, in the case of SARs granted in
connection with Options, an SAR shall expire on a date designated by the Committee which is not later than seven years after the Date of Grant
of the SAR.

9.   Performance Shares

     (a) Award grants . The Committee is authorized to establish Performance Share programs to be effective over designated Award
Periods determined by the Committee. The Committee may grant Awards of Performance Share Units to Eligible Persons in accordance with
such Performance Share programs. At the beginning of each Award Period, the Committee will establish written Performance Goals and a
schedule relating the accomplishment of the Performance Goals to the Awards to be earned by Participants. Performance Goals may include
absolute or relative growth in earnings per share or rate of return on stockholders' equity or other measurements of corporate performance,
personal management objectives, or other measures of performance determined by the Committee and may be determined on an individual
basis or by categories of Participants. The Committee shall determine the number of Performance Share Units to be awarded, if any, to each
Eligible Person who is selected to receive such an Award. The Committee may add new Participants to a Performance Share program after its
commencement by making pro rata grants.

      (b) Determination of Award . At the completion of a Performance Share Award Period, or at other times as specified by the
Committee, the Committee shall calculate the number of shares of Common Stock earned with respect to each Participant's Performance Share
Unit Award by multiplying the number of Performance Share Units granted to the Participant by a performance factor representing the degree
of attainment of the Performance Goals.

    (c) Partial Awards . A Participant for less than a full Award Period, whether by reason of commencement or termination of
employment or otherwise, shall receive such portion of an Award, if any, for that Award Period as the Committee shall determine.

     (d) Payment of Performance Share Unit Awards . Performance Share Unit Awards shall be payable in that number of shares of
Common Stock determined in accordance with Section 9(b); provided, however , that, at its discretion, the Committee may make payment to
any Participant in the

                                                                      9
form of cash upon the specific request of such Participant. The amount of any payment made in cash shall be based upon the Fair Market Value
of the Common Stock on the day prior to payment. Payments of Performance Share Unit Awards shall be made as soon as practicable after the
completion of an Award Period.

      (e) Adjustment of Performance Goals . The Committee may, during the Award Period, make such adjustments to Performance
Goals as it may deem appropriate, to compensate for, or reflect, (i) extraordinary or non-recurring events experienced during an Award Period
by the Company or by any other corporation whose performance is relevant to the determination of whether Performance Goals have been
attained; (ii) any significant changes that may have occurred during such Award Period in applicable accounting rules or principles or changes
in the Company's method of accounting or in that of any other corporation whose performance is relevant to the determination of whether an
Award has been earned or (iii) any significant changes that may have occurred during such Award Period in tax laws or other laws or
regulations that alter or affect the computation of the measures of Performance Goals used for the calculation of Awards; provided, however ,
that following the date that the exemption from the application of Section 162(m) of the Code described in Section 16 herein (or any other
exemption having similar effect) ceases to apply to Performance Share Unit Awards, with respect to such Awards intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, such adjustment shall be made only to the extent that the Committee
determines that such adjustments may be made without a loss of deductibility of the compensation includible with respect to such Award under
Section 162(m) of the Code.

10.    Restricted Stock Awards and Phantom Stock Units

      (a)    Award of Restricted Stock and Phantom Stock Units .

            (i)
                   The Committee shall have the authority (1) to grant Restricted Stock and Phantom Stock Unit Awards, (2) to issue or transfer
                   Restricted Stock to Eligible Persons, and (3) to establish terms, conditions and restrictions applicable to such Restricted Stock
                   and Phantom Stock Units, including the Restricted Period, which may differ with respect to each grantee, the time or times at
                   which Restricted Stock or Phantom Stock Units shall be granted or become vested and the number of shares or units to be
                   covered by each grant.

            (ii)
                   The Holder of a Restricted Stock Award shall execute and deliver to the Company an Award agreement with respect to the
                   Restricted Stock setting forth the restrictions applicable to such Restricted Stock. If the Committee determines that the
                   Restricted Stock shall be held in escrow rather than delivered to the Holder pending the release of the applicable restrictions,
                   the Holder additionally shall execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, and
                   (ii) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreements. If a Holder shall fail
                   to execute a Restricted Stock agreement and, if applicable, an escrow agreement and stock powers, the Award shall be null
                   and void. Subject to the restrictions set forth in Section 10(b), the Holder shall generally have the rights and privileges of a
                   stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the discretion of the Committee,
                   cash dividends and stock dividends with respect to the Restricted Stock may be either currently paid to the Holder or withheld
                   by the Company for the Holder's account, and interest may be paid on the amount of cash dividends withheld at a rate and
                   subject to such terms as determined by the Committee. Cash dividends or stock dividends so withheld by the Committee shall
                   not be subject to forfeiture.

                                                                         10
          (iii)
                  Upon the Award of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Holder to be
                  issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If
                  an escrow arrangement is used, the Committee shall cause the escrow agent to issue to the Holder a receipt evidencing any
                  stock certificate held by it registered in the name of the Holder.

          (iv)
                  The terms and conditions of a grant of Phantom Stock Units shall be reflected in a written Award agreement. No shares of
                  Common Stock shall be issued at the time a Phantom Stock Unit Award is made, and the Company will not be required to set
                  aside a fund for the payment of any such Award. The Committee shall, in its sole discretion, determine in the written Award
                  agreement whether Holders of Phantom Stock Units shall receive an amount equal to the cash dividends paid by the Company
                  upon one share of Common Stock for each Phantom Stock Unit then credited to such Holder's account ("Dividend
                  Equivalents") or no Dividend Equivalents. If such Dividend Equivalents are to be paid, the Committee shall, in its sole
                  discretion, determine in the written Award agreement whether to credit to the account of, or to currently pay to, each Holder
                  of an Award of Phantom Stock Units such Dividend Equivalents, whether to pay or accrue such Dividend Equivalents in cash
                  or to convert such Dividend Equivalents into additional Phantom Stock Units, and, if cash is credited, what interest rate, if
                  any, to credit. Dividend Equivalents credited to a Holder's account, whether cash or Phantom Stock Units, rather than
                  immediately paid, shall be subject to forfeiture on the same basis as the related Phantom Stock Units.

    (b)    Restrictions .

          (i)
                  Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted
                  Period, and to such other terms and conditions as may be set forth in the applicable Award agreement: (1) if an escrow
                  arrangement is used, the Holder shall not be entitled to delivery of the stock certificate; (2) the shares shall be subject to the
                  restrictions on transferability set forth in the Award agreement; (3) the shares shall be subject to forfeiture to the extent
                  provided in subparagraph (d) and the Award Agreement and, to the extent such shares are forfeited, the stock certificates shall
                  be returned to the Company, and all rights of the Holder to such shares and as a shareholder shall terminate without further
                  obligation on the part of the Company.

          (ii)
                  Phantom Stock Units awarded to any Participant shall be subject to (1) forfeiture until the expiration of the Restricted Period,
                  to the extent provided in subparagraph (d) and the Award agreement, and to the extent such Awards are forfeited, all rights of
                  the Holder to such Awards shall terminate without further obligation on the part of the Company and (2) such other terms and
                  conditions as may be set forth in the applicable Award agreement.

          (iii)
                  The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Phantom Stock
                  Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after
                  the date of the Restricted Stock Award or Phantom Stock Award, such action is appropriate.

      (c) Restricted Period . The Restricted Period of Restricted Stock and Phantom Stock Units shall commence on the Date of Grant and
shall expire from time to time as to that part of the Restricted Stock and Phantom Stock Units indicated in a schedule established by the
Committee and set forth in a written Award agreement.

                                                                        11
     (d) Forfeiture Provisions . Except to the extent determined by the Committee and reflected in the underlying Award agreement, in
the event a Holder terminates Service with the Company during a Restricted Period for any reason, that portion of the Award with respect to
which restrictions have not expired shall be completely forfeited to the Company.

     (e) Delivery of Restricted Stock and Settlement of Phantom Stock Units . Upon the expiration of the Restricted Period with
respect to any shares of Common Stock covered by a Restricted Stock Award, the restrictions set forth in Section 10(b) and the Award
agreement shall be of no further force or effect with respect to shares of Restricted Stock which have not then been forfeited. If an escrow
arrangement is used, upon such expiration, the Company shall deliver to the Holder, or his beneficiary, without charge, the stock certificate
evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the
nearest full share) and any cash dividends or stock dividends credited to the Holder's account with respect to such Restricted Stock and the
interest thereon, if any.

     Upon the expiration of the Restricted Period with respect to any Phantom Stock Units covered by a Phantom Stock Unit Award, the
Company shall deliver to the Holder, or his beneficiary, without charge, one share of Common Stock for each Phantom Stock Unit which has
not then been forfeited and with respect to which the Restricted Period has expired ("Vested Unit") and cash equal to any Dividend Equivalents
credited with respect to each such Vested Unit and the interest thereon, if any; provided, however , that, if so noted in the applicable Award
agreement, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only Common
Stock for Vested Units. If cash payment is made in lieu of delivering Common Stock, the amount of such payment shall be equal to the Fair
Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.

     (f) Stock Restrictions . Each certificate representing Restricted Stock awarded under the Plan shall bear the following legend until
the end of the Restricted Period with respect to such Common Stock:

          "Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of a Restricted Stock Agreement,
          dated as of [Date], between NeuStar, Inc. and [Participant]. A copy of such Agreement is on file at the offices of the Company at
          46000 Center Oak Plaza, Sterling, Virginia."

Stop transfer orders shall be entered with the Company's transfer agent and registrar against the transfer of legended securities.

11.   Stock Bonus Awards

     The Committee may issue unrestricted shares of Common Stock under the Plan to Eligible Persons, alone or in tandem with other Awards,
in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. Stock
Bonus Awards under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or
contributions.

12.   General

     (a) Additional Provisions of an Award . Awards under the Plan also may be subject to such other provisions (whether or not
applicable to the benefit awarded to any other Participant) as the Committee determines appropriate including, without limitation, provisions to
assist the Participant in financing the purchase of Common Stock upon the exercise of Options, provisions for the forfeiture of or restrictions on
resale or other disposition of shares of Common Stock acquired under any Award, provisions to comply with federal and state securities laws
and federal and state tax withholding

                                                                        12
requirements, and provisions giving the Company the right to repurchase shares of Common Stock acquired under any Award; provided,
however , that with respect to shares acquired by a Participant who resides in the state of California pursuant to an Option Award, any right to
repurchase shares at the original purchase price upon such Participant's termination of employment shall lapse at the rate of at least 20% of the
shares per year over five years from the Date of Grant, and the right to repurchase must be exercised for cash or cancellation of purchase
money indebtedness within 90 days of termination of employment (or in the case of shares issued upon exercise of Options after the date of
termination, within 90 days after exercise). Any such provisions shall be reflected in the applicable Award agreement.

     (b) Privileges of Stock Ownership . Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges
of Common Stock ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued
to that person.

      (c) Government and Other Regulations . The obligation of the Company to make payment of Awards in Common Stock or
otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.
Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and
shall be prohibited from offering to sell or selling any shares of Common Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless such shares may be offered or sold
without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully
complied with. At the election of the Committee, prior to the issuance of any shares of Common Stock pursuant to an Award, the Company
may require an opinion of counsel, satisfactory to the Company, to the effect that any such exemption is available and that the terms and
conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities
Act any of the shares of Common Stock to be offered or sold under the Plan. If the shares of Common Stock offered for sale or sold under the
Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such
shares and may legend the Common Stock certificates representing such shares in such manner as it deems advisable to ensure the availability
of any such exemption.

     (d) Tax Withholding . Notwithstanding any other provision of the Plan, the Company shall have the right to deduct from all Awards
cash and/or Common Stock, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state or local
taxes as required by law to be withheld with respect to such Awards and, in the case of Awards paid in Common Stock, the Holder or other
person receiving such Common Stock may be required to pay to the Company prior to delivery of such Common Stock, the amount of any such
taxes which the Company is required to withhold, if any, with respect to such Common Stock. Subject in particular cases to the disapproval of
the Committee, the Company may accept shares of Common Stock of equivalent Fair Market Value in payment of such withholding tax
obligations if the Holder of the Award elects to make payment in such manner.

     (e) Claim to Awards and Employment Rights . No employee or other person shall have any claim or right to be granted an Award
under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be retained in the Service of the Company.

     (f) Designation and Change of Beneficiary . Each Participant may file with the Committee a written designation of one or more
persons as the beneficiary who shall be entitled to receive the rights or amounts payable with respect to an Award due under the Plan upon his
death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing
a new designation with the Committee. The last such designation received by the

                                                                       13
Committee shall be controlling; provided, however , that no designation, or change or revocation thereof, shall be effective unless received by
the Committee prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary
designation is filed by the Participant, the beneficiary shall be deemed to be his spouse or, if the Participant is unmarried at the time of death,
his estate.

      (g) Payments to Persons Other Than Participants . If the Committee shall find that any person to whom any amount is payable
under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or
his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company,
be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Committee and the Company therefor.

     (h) No Liability of Committee Members . No member of the Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and NeuStar shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the
Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost
or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or willful bad faith; provided, however , that approval of the Board shall
be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under NeuStar's Certificate of Incorporation or
By-Laws, as a matter of law, or otherwise, or any power that NeuStar may have to indemnify them or hold them harmless.

    (i) Governing law . The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware
without regard to the principles of conflicts of law thereof.

    (j) Funding . No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Holders shall have no rights under the Plan other than as unsecured general creditors of the Company,
except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the
same rights as other employees under general law.

      (k) Nontransferability . A person's rights and interest under the Plan, including amounts payable, may not be sold, assigned, donated,
or transferred or otherwise disposed of, mortgaged, pledged or encumbered except, in the event of a Holder's death, to a designated beneficiary
to the extent permitted by the Plan, or in the absence of such designation, by will or the laws of descent and distribution; provided, however ,
the Committee may, in its sole discretion, allow for transfer of Awards other than Options to other persons or entities.

      (l) Reliance on Reports . Each member of the Committee and each member of the Board shall be fully justified in relying, acting or
failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public
accountant of NeuStar and its Related Entities and upon any other information furnished in connection with the Plan by any person or persons
other than himself.

                                                                         14
     (m) Relationship to Other Benefits . No payment under the Plan shall be taken into account in determining any benefits under any
pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such
other plan.

      (n)    Expenses .   The expenses of administering the Plan shall be borne by NeuStar.

      (o)    Pronouns .   Masculine pronouns and other words of masculine gender shall refer to both men and women.

     (p) Titles and Headings . The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings shall control.

     (q) Shareholders Agreement . As a condition to receiving an Award under the Plan each Participant receiving Common Stock or
rights to acquire Common Stock under the Plan shall agree to enter into a shareholders agreement to be approved by the Board at such time as
the Board deems appropriate.

     (r) Financial Statements . Each Participant who receives an Award under the Plan and who resides in the state of California shall, for
so long as such Participant resides in California and holds Common Stock or rights to acquire Common Stock under the Plan, be provided
financial statements of the Company at least annually.

13.    Changes in Capital Structure

     (a) Awards granted under the Plan and any Award Agreements, the maximum number of shares of Common Stock subject to all Awards
and the maximum number of shares of Common Stock with respect to which any one person may be granted Options or SARs during any year,
if applicable, as well as any other terms that the Committee determines, shall be subject to equitable adjustment or substitution, as determined
by the Committee in its sole discretion, as to the number, price or kind of a share of stock or other consideration subject to such Awards (i) in
the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of stock dividends, stock splits,
reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the Date of Grant of any such Award, or (ii) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants
in the Plan, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. In addition, in the
event of any such adjustment or substitution, the aggregate number of shares of Common Stock available under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. Following the date that the exemption from the application of
Section 162(m) of the Code described in Section 16 (or any other exemption having similar effect) ceases to apply to Awards, with respect to
Awards intended to qualify as "performance-based compensation" under Section 162(m) of the Code, such adjustments or substitutions shall be
made only to the extent that the Committee determines that such adjustments or substitutions may be made without a loss of deductibility for
such Awards under Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice,
such adjustment shall be conclusive and binding for all purposes.

      (b) Notwithstanding the above or any other provision of the Plan to the contrary, in the event of any of the following occurs:

            (i)
                   the Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is
                   received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

            (ii)
                   all or substantially all of the assets of the Company are acquired by another person;

                                                                         15
          (iii)
                  the reorganization or liquidation of the Company; or

          (iv)
                  the Company shall enter into a written agreement to undergo an event described in clauses (i), (ii) or (iii) above,

then unless each outstanding Award is assumed or continued after such event as provided under subsection (a) above, the Committee may, in
its discretion and upon at least ten (10) days advance notice to the affected persons, cancel any outstanding Awards, whether or not then vested,
and pay to the Holders thereof, in cash, the value of such Awards as if they all were then vested based upon the price per share of Common
Stock received or to be received by other shareholders of the Company in the event. The terms of this Section 13 may be varied by the
Committee in any particular Award Agreement.

14.   Nonexclusivity of the Plan

     Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of NeuStar for approval shall be
construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or
only in specific cases.

15.   Amendments and Termination

     The Board may at any time terminate the Plan. Subject to any Award modifications, adjustments or other matters that may be effected
without Participant consent under Section 13, with the express written consent of an affected Participant, the Board or the Committee may
cancel or reduce or otherwise alter outstanding Awards if, in its judgment, the tax, accounting, or other effects of the Plan or potential payouts
thereunder would not be in the best interest of NeuStar. The Board or the Committee may, at any time, or from time to time, amend or suspend
and, if suspended, reinstate, the Plan in whole or in part.

16.   Effect of Section 162(m) of the Code

      The Plan, and all Awards issued thereunder, are intended to be exempt from the application of Section 162(m) of the Code, which restricts
under certain circumstances the Federal income tax deduction for compensation paid by a public company to named executives in excess of
$1 million per year. The exemption is based on Treasury Regulation Section 1.162-27(f), in the form existing on the effective date of the Plan,
with the understanding that such regulation generally exempts from the application of Section 162(m) of the Code compensation paid pursuant
to a plan that existed before a company becomes publicly held. Under such Treasury Regulation, this exemption is available to the Plan for the
duration of the period that lasts until the earlier of (i) the expiration or material modification of the Plan, (ii) the exhaustion of the maximum
number of shares of Common Stock available for Awards under the Plan, as set forth in Section 5(a), or (iii) the first meeting of shareholders at
which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company first
becomes subject to the reporting obligations of Section 12 of the Exchange Act. The Committee may, without shareholder approval, amend the
Plan retroactively and/or prospectively to the extent it determines necessary in order to comply with any subsequent clarification of
Section 162(m) of the Code required to preserve the Company's Federal income tax deduction for compensation paid pursuant to the Plan. To
the extent that the Committee determines as of the Date of Grant of an Award that (i) the Award is intended to comply with Section 162(m) of
the Code and (ii) the exemption described above is no longer available with respect to such Award, such Award shall not be effective until any
stockholder approval required under Section 162(m) of the Code has been obtained.

                                                                  *      *     *

As originally adopted by the Board of Directors of
NeuStar, Inc. as of November 30, 1999, and as
thereafter amended and restated as of April 4, 2005.

                                                                         16
                                           AMENDMENT TO, AND ADJUSTMENT OF, THE
                                           NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN

     Amendment of 1999 Plan

     WHEREAS, in connection with the adoption of the 2005 Plan, the Board has been presented with and has considered an amendment to the
1999 Plan, which amendment revises Section 3 of the 1999 Plan to provide that (i) no further awards shall be granted under the 1999 Plan as of
the date stockholder approval of the 2005 Plan is obtained, and (ii) any shares available for grant as of the date stockholder approval of the
2005 Plan is obtained, plus any other shares under the 1999 Plan that again become available due to forfeiture, expiration, settlement in cash or
other termination of awards without issuance, shall be available for grant under the 2005 Plan; and

     WHEREAS, the Board has reviewed the amendment to the 1999 Plan and deems the adoption of the amendment to be in the best interests
of the Company.

     NOW, THEREFORE, BE IT RESOLVED, that the amendment to the 1999 Plan be, and it hereby is, approved and adopted in all respects.

     Adjustment of 1999 Plan

     WHEREAS, in connection with the initial public offering of shares of the Company's Class A Common Stock, the Board has approved
and recommended to the stockholders that the Company split each share of its existing Common Stock into 1.4 shares of Class B Common
Stock by means of a reclassification (the " Reclassification ");

    WHEREAS, each share of Class B Common Stock will be convertible at the option of the holder into one share of Class A Common
Stock;

     WHEREAS, the Class B Common Stock will not be registered with the Securities and Exchange Commission and therefore will have no
public market;

     WHEREAS, the Company anticipates that it will ultimately receive conversion elections from the holders of all of the Class B Common
Stock to convert their shares to Class A Common Stock in order to access the public markets, after which no shares of Class B Common Stock
will be outstanding;

     WHEREAS, Section 13(a) of the 1999 Plan provides that awards granted under the 1999 Plan, the maximum number of shares of
Common Stock subject to all awards and the maximum number of shares of Common Stock with respect to which any one person may be
granted options or stock appreciation rights during any year under the 1999 Plan, as well as any other terms that the Board determines, shall be
subject to equitable adjustment or substitution in the event of a change in the outstanding Common Stock by reason of a change in the capital
structure of the Company by reason of a stock split, recapitalization and other similar events affecting the Company's common stock; and

     WHEREAS, the Board deems it in the best interests of the Company and its stockholders to adjust awards granted under the 1999 Plan,
the maximum number of shares of Common Stock subject to all awards and the maximum number of shares of Common Stock with respect to
which any one person may be granted options or stock appreciation rights during any year under the 1999 Plan to reflect the Reclassification
and the conversion of each share of Class B Common Stock into one share of Class A Common Stock.

     NOW, THEREFORE, BE IT RESOLVED, that immediately upon the effectiveness of the Reclassification, all awards then outstanding
under the 1999 Plan shall be adjusted by multiplying the number of shares of Common Stock subject to such awards by 1.4, dividing the
exercise price per share of Common Stock pursuant to such awards by 1.4, and converting the resulting shares underlying each award into
shares of Class A Common Stock;

     RESOLVED FURTHER, that immediately upon the effectiveness of the Reclassification, the maximum number of shares of Common
Stock subject to all awards and the maximum number of shares of Common Stock with respect to which any one person may be granted
options or stock
appreciation rights during any year under the 1999 Plan shall each be increased to an amount equal to 1.4 times such number of shares as was
in effect immediately prior to the effectiveness of the Reclassification, and all such shares shall be converted into shares of Class A Common
Stock; and

     RESOLVED FURTHER, that in accordance with Section 13(a) of the 1999 Plan, the Company shall give each Participant (as defined in
the 1999 Plan) notice of the adjustment approved hereby.

                                                                       2
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                                                                           Exhibit 10.9




                                                   NEUSTAR, INC.


                                               2005 Stock Incentive Plan
                                        TABLE OF CONTENTS


ARTICLE I PURPOSE                                                 1

ARTICLE II DEFINITIONS                                            1

ARTICLE III ADMINISTRATION                                        7

ARTICLE IV SHARE LIMITATION                                       10

ARTICLE V ELIGIBILITY                                             13

ARTICLE VI STOCK OPTIONS                                          13

ARTICLE VII STOCK APPRECIATION RIGHTS                             16

ARTICLE VIII RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS   18

ARTICLE IX PERFORMANCE AWARDS                                     20

ARTICLE X OTHER STOCK-BASED AWARDS                                21

ARTICLE XI TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY
OF AWARDS                                                         22

ARTICLE XII UNFUNDED PLAN                                         23

ARTICLE XIII GENERAL PROVISIONS                                   23

ARTICLE XIV EFFECTIVE DATE OF PLAN                                26

ARTICLE XV TERM OF PLAN                                           26

ARTICLE XVI NAME OF PLAN                                          27

                                               2
                                                                  NEUSTAR, INC.



                                                            2005 Stock Incentive Plan



                                                                    ARTICLE I
                                                                    PURPOSE

     The purpose of this NeuStar, Inc. 2005 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its
stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors stock-based and other incentives
(thereby creating a means to raise the level of equity ownership by such individuals) and provide other incentives in order to attract, retain and
reward such individuals and strengthen the mutuality of interests between such individuals and the Company's stockholders.


                                                                   ARTICLE II
                                                                  DEFINITIONS

     For purposes of the Plan, the following terms shall have the following meanings:

     2.1    "Acquisition Event"      has the meaning set forth in Section 4.2(d).

     2.2 "Affiliate" means each of the following: (a) any Subsidiary or Parent; (b) any corporation, trade or business (including, without
limitation, a partnership or limited liability company) that is directly or indirectly controlled 50% or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; and (c) any other entity in which the
Company or any of its Affiliates has a material equity interest and that is designated as an "Affiliate" by resolution of the Committee.

     2.3 "Award" means any award under the Plan of any Option, Stock Appreciation Right, Restricted Stock Award, RSU Award,
Performance Award or Other Stock-Based Award.

     2.4    "Board"      means the Board of Directors of the Company.

      2.5 "Cause" means with respect to a Participant's Termination of Employment or Termination of Consultancy, the following: (a) in
the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the Award that defines "cause" (or words or a concept of like
import), "cause" as defined under such agreement; provided, however, that with regard to any agreement under which the definition of "cause"
applies only on occurrence of a change in control, such definition of "cause" shall not apply until a change in control actually takes place and
then only with regard to a termination in the period covered thereby; or (b) if such an agreement does not exist or "cause" is not defined in any
such agreement, termination due to a Participant's (i) insubordination, (ii) dishonesty, (iii) fraud, (iv) incompetence, (v) moral turpitude,
(vi) willful misconduct, (vii) refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity, or
(viii) materially unsatisfactory performance of his or her duties for the Company or an Affiliate, in each case as determined by the Committee
in its sole discretion. With respect to a Participant's Termination of Directorship, "cause" means an act or failure to act that constitutes cause for
removal of a director under applicable Delaware law.

     2.6 "Code" means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated thereunder.

                                                                          1
     2.7     "Committee"

      (a) With respect to the application of the Plan to Eligible Employees and Consultants, the "Committee" means the Compensation and
Stock Option Committee of the Board appointed from time to time by the Board (or another committee or committees of the Board appointed
for the purposes of administering the Plan). In the event that more than one Committee is appointed by the Board, the Board shall specify with
respect to each Committee the group of Persons with respect to which such Committee shall have the power to grant Awards. In the event that
more than one Committee is appointed by the Board, then each reference in the Plan to "the Committee" shall be deemed a reference to each
such Committee (subject to the last sentence of this paragraph); provided, however, that each such Committee may exercise only the power and
authority granted to "the Committee" by the Plan with respect to those Persons to which it has the power to grant Awards as specified in the
resolution of the Board appointing such Committee. Each Committee shall be comprised of two or more Directors. Each Committee shall
consist of two or more non-employee directors, each of whom is intended to be a "non-employee director" as defined in Rule 16b-3
promulgated under Section 16(b) of the Exchange Act, an "outside director" as defined under Section 162(m) of the Code and, to the extent
required by the rules and regulations of the New York Stock Exchange, an "independent director" as defined under such rules and regulations;
provided, however, that the foregoing shall not apply to any Committee that does not have the power to grant Awards to executive officers or
Directors of the Company or otherwise make any decisions with respect to the timing or the pricing of any Awards granted to executive
officers and Directors. If for any reason such Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such
noncompliance with the requirements of Rule 16b-3 or Section 162(m) of the Code, as applicable, shall not affect the validity of Awards,
grants, interpretations or other actions of the Committee.

     (b)    With respect to the application of the Plan to Non-Employee Directors, the "Committee" means the Board.

     2.8     "Common Stock"       means the Company's Class A Common Stock, $0.001 par value per share, of the Company.

     2.9     "Company"      means NeuStar, Inc., a Delaware corporation, and its successors by operation of law.

     2.10 "Consultant" means any individual who (either directly or through his or her employer) is an advisor or consultant to, or
subject to Section 5.3, a prospective advisor or consultant to, the Company or an Affiliate.

     2.11 "Detrimental Activity" means: (a) an activity that results, or if known could result, in the Participant's Termination for Cause;
or (b) an activity that violates any agreement or written policy of the Company or its Affiliates applicable to the Participant, including, without
limitation, regarding confidentiality, competition, solicitation or disparagement; or (c) such other definition as the Committee may provide in
an Award agreement. All determinations as to the occurrence of a Detrimental Activity on the part of a Participant shall be made by the
Committee in its sole discretion.

     2.12     "Director"    means a member of the Board of Directors of the Company (or any successor to the Company).

     2.13 "Disability" means, with respect to a Participant's Termination, the following: (a) in the case where there is an employment
agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines "disability" (or words or a concept of like import), "disability" as defined under
such agreement; provided, however, that with regard to any agreement under which the definition of "disability" applies only on occurrence of
a change in control, such definition of "cause" shall not apply until a change in control actually takes place and then only with regard to a
termination

                                                                         2
in the period covered thereby; or (b) if such an agreement does not exist or if "disability" is not defined in any such agreement, a permanent and
total disability as defined in Section 22(e)(3) of the Code. A Disability shall be deemed to occur only at the time of the determination by the
Committee of the Disability.

     2.14    "Effective Date"     means the effective date of the Plan as defined in Article XV.

     2.15    "Eligible Employee"      means each employee of, or subject to Section 5.3, each prospective employee of, the Company or an
Affiliate.

      2.16 "Exchange Act" means the Securities Exchange Act of 1934, as amended. Any references to any section of the Exchange Act
shall also be a reference to any successor provision.

     2.17 "Fair Market Value" means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or
any regulations issued thereunder, as of any date and except as provided below shall mean, with respect to any class or series of outstanding
shares of Common Stock, the Closing Price for such Common Stock on such date. The " Closing Price " on any date shall mean the closing
price for such Common Stock, regular way, or, in case no such sale takes place on such day, the average of the high and low trading prices,
regular way, for such Common Stock, in either case as reported in the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if such Common Stock is not listed or admitted to trading on the
New York Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the
principal national securities exchange on which such Common Stock is listed or admitted to trading or, if such Common Stock is not listed or
admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the Nasdaq Stock Market or, if such system is no longer in use, the principal other
automated quotation system that may then be in use or, if such Common Stock is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making a market in such Common Stock selected by the Board or, in
the event that no trading price is available for such Common Stock, the fair market value of the Common Stock, as determined in good faith by
the Board of Directors of the Company. Notwithstanding the foregoing, if the Common Stock is offered to the public in an initial public
offering, the Fair Market Value of the shares of Common Stock at the time that the offering commences shall be the price per share at which
shares are first sold to the public in the Company's initial public offering.

     2.18 "Family Member" means "family member" as defined in Section A(1)(a)(5) of the general instructions of Form S-8, or any
successor thereto, as in effect from time to time.

     2.19 "Incentive Stock Option" means any Option awarded to an Eligible Employee under this Plan intended to be and designated as
an "Incentive Stock Option" within the meaning of Section 422 of the Code.

     2.20    "Non-Employee Director"        means a Director of the Company who is not an active employee of the Company or an Affiliate.

     2.21    "Non-Qualified Stock Option"       means any Option awarded under this Plan that is not an Incentive Stock Option.

      2.22 "Non-Tandem Stock Appreciation Right " shall mean the right to receive an amount in cash and/or stock equal to the difference
between (a) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (b) the aggregate exercise price of such
right, otherwise than on surrender of an Option.

    2.23 "Option" means any option to purchase shares of Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants pursuant to Article VI.

                                                                        3
     2.24 "Other Stock-Based Award" means an Award under Article X of the Plan that is valued in whole or in part by reference to, or
is payable in or otherwise based on, Common Stock.

     2.25   "Parent"      means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

     2.26 "Participant"       means an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted
pursuant to the Plan.

     2.27 "Performance Award"           means an Award made pursuant to Article IX of the Plan, which may be stated with reference to shares
of Common Stock or to cash.

     2.28   "Performance Period"        has the meaning set forth in Section 9.1.

    2.29 "Person" means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock
company, trust, incorporated organization, governmental or regulatory or other entity.

     2.30   "Plan"      means this NeuStar, Inc. 2005 Stock Incentive Plan, as amended from time to time.

     2.31   "Prior Plan"      means the NeuStar, Inc. 1999 Equity Incentive Plan, as amended from time to time.

     2.32   "Reference Stock Option"       has the meaning set forth in Section 7.1.

     2.33 "Restricted Stock Award" means an Award of shares of Common Stock, or the right to receive shares of Common Stock in the
future, subject to the restrictions under Article VIII.

   2.34 "RSU" means a restricted stock unit, which is an Award the value of which is calculated by reference to the value of shares of
Common Stock, subject to the restrictions under Article VIII.

     2.35   "Restriction Period"      has the meaning set forth in Subsection 8.3(a) with respect to Restricted Stock Awards.

     2.36 "Retirement" means, unless otherwise provided by the Committee at grant, a Termination of Employment without Cause or
Termination of Consultancy without Cause (other than, in any such case, after the occurrence of an event that would provide a basis for a Cause
termination) at or after age 60 (provided the Participant has at least ten years of service to the Company or its Affiliates) or after age 65
(provided the Participant has at least five years of service to the Company or its Affiliates). With respect to a Termination of Directorship,
Retirement means the failure to stand for reelection or the failure to be reelected on or after the Participant has attained age 72 (provided the
Participant has at least five years of service to the Company or its Affiliates). Determinations of length of service shall be made by the
Committee in its sole discretion.

     2.37   "Rule 16b-3"      means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

     2.38 "Section 162(m) of the Code"         means the exception for performance-based compensation under Section 162(m) of the Code
and any Treasury Regulations thereunder.

     2.39 "Securities Act" means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Any
reference to any section of the Securities Act shall also be a reference to any successor provision.

     2.40   "Stock Appreciation Right"       shall mean the right pursuant to an Award granted under Article VII.

    2.41 "Stock Option" or "Option" means any option to purchase shares of Common Stock granted to Eligible Employees,
Non-Employee Directors or Consultants granted pursuant to Article VI.

                                                                       4
     2.42    "Subsidiary"      means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

     2.43 "Substitute Awards" mean Awards granted or shares of Common Stock issued by the Company in assumption of, or in
substitution or exchange for, awards previously granted by a company acquired by the Company or an Affiliate (including pursuant to an asset
purchase) or with which the Company or an Affiliate otherwise combines.

     2.44 "Tandem Stock Appreciation Right " means the right to surrender to the Company all (or a portion) of an Option in exchange for
an amount in cash and/or stock equal to the difference between (a) the Fair Market Value, on the date such Option (or such portion thereof) is
surrendered, of the Common Stock covered by such Option (or such portion thereof), and (b) the aggregate exercise price of such Option (or
such portion thereof).

     2.45 "Ten Percent Stockholder" means a person owning stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company, its Subsidiaries or its Parent, in accordance with the Treasury Regulations applicable to incentive stock
options.

     2.46 "Termination"          means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as
applicable.

     2.47 "Termination of Consultancy" means: (a) that the Consultant is no longer acting as a consultant to the Company or an
Affiliate; or (b) when an entity retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon
becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant
becomes an Eligible Employee or a Non-Employee Director upon the termination of his or her consultancy, unless otherwise determined by the
Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer any
of a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define
Termination of Consultancy in the Award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.

      2.48 "Termination of Directorship" means that the Non-Employee Director has ceased to be a Director of the Company; except
that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, the Participant
shall not experience a Termination until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

     2.49 "Termination of Employment" means: (a) a termination of employment (for reasons other than a military or personal leave of
absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity employing a Participant ceases to
be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity
ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of his
or her employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to
occur until such time as such Eligible Employee is no longer any of an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award agreement or, if no rights of a
Participant are reduced, may otherwise define Termination of Employment thereafter.

     2.50 "Transfer" means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person), whether for value or no value and whether voluntary or
involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber,
charge, hypothecate or otherwise dispose of (including by the issuance of equity in a Person) whether for value or for no value and whether
voluntarily or involuntarily (including by operation of law). "Transferred" and "Transferable" shall have a correlative meaning.

                                                                         5
                                                                 ARTICLE III
                                                               ADMINISTRATION

     3.1 The Committee. The Plan shall be administered and interpreted by the Committee. Notwithstanding anything herein to the
contrary, the Board shall have authority for administration and interpretation of the Plan with respect to Non-Employee Directors and all
references herein to the authority of the Committee as applied to Non-Employee Directors shall be deemed to refer to the Board.

     3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Employees,
Consultants and Non-Employee Directors: (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) RSU Awards,
(v) Performance Awards, and (vi) Other Stock-Based Awards. Without limiting the generality of the foregoing, the Committee shall have the
authority:

     (a) to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted
hereunder;

   (b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible
Employees, Consultants or Non-Employee Directors;

     (c)   to determine the number of shares of Common Stock (if any) to be covered by an Award granted hereunder;

      (d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but
not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture
restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the
Committee shall determine, in its sole discretion);

     (e) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate
on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;

     (f)   to determine whether and under what circumstances an Option may be settled in cash, Common Stock and/or restricted stock;

   (g) to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an
Award under the Plan shall be deferred either automatically or at the election of the Participant;

     (h)   to determine whether an Option is an Incentive Stock Option or Non-Qualified Stock Option;

     (i) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares
acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of
the acquisition of such Award;

     (j) to modify, extend or renew an Award, subject to Article XII herein and the prohibition on "repricing" in Section 6.3(a), provided,
however, that if an Award is modified, extended or renewed and thereby deemed to be the issuance of a new Award under the Code or the
applicable accounting rules, the exercise price of an Option may continue to be the original exercise price even if less than the Fair Market
Value of the Common Stock at the time of such modification, extension or renewal;

                                                                          6
    (k) Subject to the prohibition on "repricing" in Section 6.3(a), to offer to buy out an Award previously granted, based on such terms and
conditions as the Committee shall establish and communicate to the Participant at the time such offer is made;

     (l) to determine at grant that an Option shall cease to be exercisable or an Award shall be forfeited, or that proceeds or profits applicable
to an Award shall be returned to the Company, in the event the Participant engages in a Detrimental Activity with respect to the Company or its
Affiliates and to interpret such definition and to approve waivers with regard thereto; and

     (m)   to determine whether or not an Award is intended to comply with Section 162(m) of the Code.

     3.3   Guidelines.

     (a) Subject to Article XI hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law
and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The
Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the
manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. Notwithstanding the foregoing, no action of
the Committee under this Section 3.3 shall reduce the rights of any Participant without the Participant's consent. To the extent applicable, the
Plan is intended to comply with the applicable requirements of Rule 16b-3 and Section 162(m) of the Code, and the Plan shall be limited,
construed and interpreted in a manner so as to comply therewith.

     (b) Without limiting the generality of the foregoing, the Committee may adopt special guidelines and provisions for persons who are
residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions, to comply with applicable laws, regulations, or
accounting, listing or other rules with respect to such domestic or foreign jurisdictions.

     3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company,
the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the sole discretion of all and
each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their
respective heirs, executors, administrators, successors and assigns.

     3.5 Procedures. The Board shall designate one of the members of the Committee as chairman and the Committee shall hold
meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by
telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing
and signed by all the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a
vote at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it shall deem
advisable.

     3.6   Assistance of Employees and Advisors; Liability and Indemnification.

     (a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of
the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers or other employees to
execute agreements or other documents on behalf of the Committee.

                                                                         7
    (b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan
and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent.
Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company.
The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination
made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or
former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or
any Award granted under it.

     3.7 Indemnification. To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the
Company and to the extent not covered by insurance directly insuring such person, each officer and member or former member of the
Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of
counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the
Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act
or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer's, member's or former
member's own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the employees, officers, Directors
or members or former officers, Directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of
the Company or any Affiliate or any agreement of indemnification. Notwithstanding anything else herein, this indemnification will not apply to
the actions or determinations made by an individual with regard to Awards granted to him or her under the Plan.

     3.8 Delegation. The Committee may delegate, to the extent permitted by law and applicable stock exchange rules, to one or more
Directors or one or more officers or a committee of Directors or officers the right to grant Awards to Eligible Employees who are not Directors
or officers of the Company and to cancel or suspend Awards to Eligible Employees who are not Directors or officers of the Company.


                                                               ARTICLE IV
                                                            SHARE LIMITATION

     4.1    Shares.

    (a) Aggregate Limitation. The following provisions apply in determining the aggregate number of shares of Common Stock available
under the Plan.

     (i)
            The aggregate number of shares of Common Stock that may be granted under the Plan shall not exceed 6,044,715 shares plus
            (x) any Common Stock available for grant under the Prior Plan as of the date stockholder approval of the Plan is obtained, and
            (y) any other shares under the Prior Plan that again become available under Section 4.1(a)(ii) (subject to any increase or decrease
            pursuant to Section 4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for
            the treasury of the Company or both. In no event shall the aggregate number of shares of Common Stock granted pursuant to
            Incentive Stock Options exceed 6,044,715 shares.

     (ii)
            If an Award (or an award under the Prior Plan) is forfeited, expires or otherwise terminates without issuance, or is settled for cash,
            the shares of Common Stock subject to such Award shall, to the extent of such forfeiture, expiration, termination or cash
            settlement, again be available for Awards under the Plan. If any shares of Common Stock subject to an Award (or an award under
            the Prior Plan) are forfeited, expire or otherwise terminate without issuance

                                                                        8
           of such shares, or any Award or Prior Plan award is settled for cash, the shares shall, to the extent of such forfeiture, expiration,
           termination or cash settlement, again be available for Awards under the Plan. If a Stock Appreciation Right is granted in tandem with
           an Option, such grant shall apply only once against the maximum number of shares of Common Stock that may be issued under the
           Plan. Shares of Common Stock underlying Awards (or Prior Plan stock options) settled in cash shall again be available for issuance
           under the Plan.

      (b) Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for grant under the Plan pursuant to
Section 4.1(a). Additionally, in the event that a company acquired by the Company or an Affiliate, or with which the Company or an Affiliate
combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or
combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the
exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not
reduce the shares of Common Stock authorized for grant under the Plan; provided that Awards using such available shares shall not be made
after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall
be made only to individuals who were employed by the acquired company prior to such acquisition or combination.

     4.2    Changes.

      (a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company's capital
structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale
or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

      (b) Subject to the provisions of Section 4.2(d), in the event of any such change in the capital structure or business of the Company by
reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation,
spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any Common Stock or securities convertible
into Common Stock, any sale or transfer of all or part of the Company's assets or business, any special cash dividend or any other corporate
transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration by the Company and the
Committee determines in good faith that an adjustment is necessary or appropriate under the Plan to prevent substantial dilution or enlargement
of the rights granted to, or available for, Participants under the Plan, then the aggregate number and kind of shares that thereafter may be issued
under the Plan, the number and kind of shares or other property (including cash) to be issued upon exercise of an outstanding Award or under
other Awards granted under the Plan and the purchase price thereof shall be appropriately adjusted consistent with such change in such manner
as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under
the Plan, and any such adjustment determined by the Committee in good faith shall be final, binding and conclusive on the Company and all
Participants and employees and their respective heirs, executors, administrators, successors and assigns. In connection with any event described
in this paragraph, the Committee may provide, in its sole discretion, for the cancellation of any outstanding Awards and payment in cash or
other property in exchange therefor. Except as provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no
rights by reason of any issuance by the Company of any class or securities convertible into stock of any class, any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend, any

                                                                         9
other increase or decrease in the number of shares of stock of any class, any sale or transfer of all or part of the Company's assets or business or
any other change affecting the Company's capital structure or business.

      (c) Except as otherwise determined by the Committee, fractional shares of Common Stock resulting from any adjustment in Awards
pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down and any remaining
fractional shares of Common Stock shall be settled in cash. Notice of any adjustment shall be given by the Committee to each Participant
whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the
Plan.

      (d) In the event of (x) a merger or consolidation in which the Company is not the surviving entity, (y) any transaction that results in the
acquisition of substantially all of the Company's outstanding Common Stock by a single person or entity or by a group of persons and/or
entities acting in concert, or (z) the sale or transfer of all or substantially all of the Company's assets (all of the foregoing being referred to as an
" Acquisition Event "), then the Committee, in its sole discretion, may terminate all vested and unvested Awards that are outstanding as of the
date of Acquisition Event by delivering notice of termination to each Participant at least 20 days prior to the date of the Acquisition Event, in
which case, during the period from the date on which such notice of termination is delivered to the date of the Acquisition Event, each such
Participant shall have the right to exercise in full all of his or her vested and unvested Awards that are then outstanding (without regard to any
limitations on vesting or exercisability otherwise contained in the Award agreements), but any such exercise shall be contingent on the
consummation of the Acquisition Event, and, provided that, if the Acquisition Event does not occur within a specified period after giving such
notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void. If an Acquisition Event occurs but the
Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) shall apply.

     4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued
shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under
applicable law.


                                                                     ARTICLE V
                                                                    ELIGIBILITY

     5.1 General Eligibility. All Eligible Employees, Consultants and Non-Employee Directors are eligible to be granted Awards.
Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

     5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its
Parent (if any) are eligible to be granted Incentive Stock Options under this Plan. Eligibility for the grant of an Incentive Stock Option and
actual participation in this Plan shall be determined by the Committee in its sole discretion.

     5.3 General Requirement. The vesting and exercise of Awards granted to a prospective employee or consultant shall be conditioned
upon such individual actually becoming an employee of or consultant to the Company or an Affiliate within a reasonable time thereafter, as
determined by the Committee.


                                                                   ARTICLE VI
                                                                 STOCK OPTIONS

     6.1 Options. Options may be granted alone or in addition to other Awards granted under the Plan. The Committee shall have the
authority to grant any Eligible Employee, Consultant or

                                                                           10
Non-Employee Director one or more Options. Each Option granted under the Plan shall be either: (a) an Incentive Stock Option or (b) a
Non-Qualified Stock Option.

     6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or
Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock
Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof that does
not so qualify shall constitute a separate Non-Qualified Stock Option.

    6.3 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such
form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

     (a) Exercise Price. Other than in connection with Substitute Awards, the exercise price per share of Common Stock subject to an
Option shall be determined by the Committee at the time of grant, provided that the per-share exercise price of any Option shall not be less than
100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common
Stock at the time of grant (unless adjusted in accordance with Section 4.2(b) pursuant to a merger, acquisition, or similar corporate transaction).
Other than pursuant to Section 4.2(b), in the absence of stockholder approval, the Committee shall not be permitted to (a) lower the option price
per share of an Option after it is granted, (b) cancel an Option when the option price per share exceeds the Fair Market Value of the underlying
shares in exchange for another Award (other than in connection with Substitute Awards), and (c) take any other action with respect to an
Option that may be treated as a repricing under the rules and regulations of the New York Stock Exchange.

     (b) Option Term. The term of each Option shall be fixed by the Committee, provided that no Option shall be exercisable more than ten
(10) years after the date the Option is granted, and provided, further, that the term of an Incentive Stock Option granted to a Ten Percent
Stockholder shall not exceed five years.

     (c) Exercisability. Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by
the Committee at grant. Notwithstanding the foregoing, the Committee may waive any limitations on exercisability at any time at or after grant
in whole or in part (including waiver of installment exercise provisions or acceleration of the time at which such Option may be exercised),
including, without limitation, in connection with an employment termination.

     (d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, to the
extent vested, Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the
Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the
purchase price (or arrangements satisfactory to the Committee made for such payment) as follows: (i) in cash or by check, bank draft or money
order payable to the order of the Company; or (ii) on such other terms and conditions as may be acceptable to the Committee, including the
tendering (either actually or through attestation) or withholding of shares of Common Stock. No shares of Common Stock shall be issued until
payment therefor, as provided herein, has been made or provided for.

     (e) Non-Transferability of Options. No Option shall be Transferable by the Participant otherwise than by will or by the laws of descent
and distribution, and all Options shall be exercisable, during the Participant's lifetime, only by the Participant. Notwithstanding the foregoing,
the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not
Transferable pursuant to this Section is Transferable to a Family Member in whole

                                                                        11
or in part and in such circumstances, and under such conditions, as specified by the Committee (including as provided under Section 11.2). A
Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently
Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable
Award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a
Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be
subject to the terms of the Plan and the applicable Award agreement.

     (f) Termination by Death, Disability or Retirement. Except as otherwise (x) provided in a written agreement between the Company and
the Participant or (y) determined by the Committee at grant or (if no rights of the Participant are reduced) thereafter, if a Participant's
Termination is by reason of death, Disability or Retirement, all Options that are held by such Participant that are vested and exercisable at the
time of the Participant's Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant's
estate) at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of
such Options if the Options are Incentive Stock Options or if such Termination is by reason of Retirement; provided, however, that in the case
of Retirement or Disability, if the Participant dies within such exercise period, all unexercised Options held by such Participant shall thereafter
be exercisable, to the extent to which they were exercisable at the time of death, for a minimum period of 90 days from the date of such death,
but in no event beyond the expiration of the stated term of such Options if the Options are Incentive Stock Options.

      (g) Termination for Cause. Except as otherwise (x) provided in a written agreement between the Company and the Participant or
(y) determined by the Committee at grant or (if no rights of the Participant are reduced) thereafter, if a Participant's Termination (i) is for Cause
or (ii) is a voluntary Termination after the occurrence of an event that would be grounds for a Termination for Cause, all Options held by such
Participant, whether or not vested, shall thereupon terminate and expire as of the date of such Termination or, if earlier, the date of the Cause
event. If a Participant's service with the Company is suspended pending an investigation of whether the Participant shall be terminated for
Cause, all of the Participant's rights under any Option shall be suspended during the period of investigation.

      (h) Termination for Any Other Reason. Except as otherwise (x) provided in a written agreement between the Company and the
Participant or (y) determined by the Committee at grant, or (if no rights of the Participant are reduced) thereafter, if a Participant's Termination
is for any reason not set forth in Section 6.3(g) or (h), all Options that are held by such Participant that are vested and exercisable at the time of
the Participant's Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but
in no event beyond the expiration of the stated term of such Options.

     (i) Unvested Options. Except as otherwise (x) provided in a written agreement between the Company and the Participant or
(y) determined by the Committee at grant or (if no rights of the Participant are reduced) thereafter, Options that are not vested as of the date of
a Participant's Termination for any reason shall terminate and expire as of the date of such Termination.

     (j) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar
year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000 (or such other amount
specified by applicable law), such Options shall be treated as Non-Qualified Stock Options. Should any provision of this Plan not be necessary
in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the

                                                                          12
Committee may amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

      (k) Form, Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of the Plan,
Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or
renew outstanding Options granted under the Plan (provided that the rights of a Participant are not reduced without his or her consent), and
(ii) accept the surrender of outstanding Options (up to the extent not theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to
reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or
substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company.

    (l) Buyout and Settlement Provisions. The Committee may at any time offer to buy out an Option previously granted, based on such
terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.

      (m) Early Exercise. The Committee may provide that an Option include a provision whereby the Participant may elect at any time
before the Participant's Termination to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the
full vesting of the Option and such shares shall be subject to the provisions of Article VIII and treated as restricted stock. Any unvested shares
of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee
determines to be appropriate.

     (n) Other Terms and Conditions. Options may contain such other provisions, which shall not be inconsistent with any of the terms of
the Plan, as the Committee shall deem appropriate.


                                                             ARTICLE VII
                                                     STOCK APPRECIATION RIGHTS

      7.1 Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights may be granted in conjunction with all or part of any
Option (a " Reference Stock Option ") granted under the Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Reference Stock Option.

     7.2 Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted hereunder shall be
subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the
Committee, and the following:

     (a) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall
terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise
determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than
the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the exercise or
termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number
of shares remaining available and unexercised under the Reference Stock Option.

     (b) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the
Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the
provisions of Section 6.3(c).

                                                                       13
     (c) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion
of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the
manner prescribed in this Section 7.2. Options that have been so surrendered, in whole or in part, shall no longer be exercisable to the extent
the related Tandem Stock Appreciation Rights have been exercised.

     (d) Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more
than, an amount in cash and/or Common Stock (as determined by the Committee in its sole discretion at the time of grant or, if permitted by the
grant, at the time of exercise) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise
price per share specified in the Reference Stock Option agreement multiplied by the number of shares in respect of which the Tandem Stock
Appreciation Right shall have been exercised. The exercise price of a Tandem Stock Appreciation Right shall be required to be in accordance
with Section 6.3(a) on the date of grant except (i) if such Tandem Stock Appreciation Right is added to an Option after the date of grant of the
Option, or (ii) in the case of Substitute Awards, in connection with an adjustment pursuant to Section 4.2(b).

    7.3 Non-Tandem Stock Appreciation Rights.            Non-Tandem Stock Appreciation Rights may also be granted without reference to any
Options granted under the Plan.

      7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights granted hereunder
shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the
Committee, and the following:

      (a) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not exceed ten (10) years
after the date the right is granted.

    (b) Exercisability. Non-Tandem Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant.

     (c) Method of Exercise. Subject to the installment, exercise and waiting period provisions that apply under subsection (b) above,
Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award agreement,
by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.

      (d) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right, a Participant shall be entitled to receive, for each right
exercised, an amount in cash and/or Common Stock (as determined by the Committee in its sole discretion at the time of grant or, if permitted
by the grant, at the time of exercise) no greater than the excess of the Fair Market Value of one share of Common Stock on the date the right is
exercised over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant. The exercise price of
a Non-Tandem Stock Appreciation Right may not be less than 100% of Fair Market Value of a share of Common Stock on the date of grant
except in the case of Substitute Awards, in connection with an adjustment pursuant to Section 4.2(b). Other than pursuant to Section 4.2(b), in
the absence of stockholder approval, the Committee shall not be permitted to (a) lower the Fair Market Value per share of a Non-Tandem Stock
Appreciation Right after it is granted, (b) cancel a Non-Tandem Stock Appreciation Right when the Fair Market Value per share at grant
exceeds the Fair Market Value of the underlying shares in exchange for another Award (other than in connection with Substitute Awards), and
(c) take any other action with respect to a Non-Tandem Stock Appreciation Right that may be treated as a repricing under the rules and
regulations of the New York Stock Exchange.

                                                                       14
                                                     ARTICLE VIII
                                  RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS

     8.1 Restricted Stock Awards and RSU Awards. Restricted Stock Awards and RSU Awards may be issued either alone or in addition
to other Awards granted under the Plan. The Committee shall determine the Eligible Employees, Consultants and Non-Employee Directors, to
whom, and the time or times at which, grants of Restricted Stock Awards and RSU Awards shall be made, the number of shares to be awarded,
the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture,
the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. RSU Awards may be settled in shares
of Common Stock and/or in cash or any combination as determined by the Committee in its sole discretion at or after the time of grant.

    8.2 Awards and Certificates. Eligible Employees, Consultants and Non-Employee Directors selected to receive a Restricted Stock
Award or RSU Award shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed
copy of the agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such
Award. Further, such Award shall be subject to the following conditions:

     (a) Purchase Price. Unless (x) otherwise provided by the Committee or (y) prohibited by applicable law, the purchase price of a
Restricted Stock Award or RSU Award shall be zero. If required by law or the Committee otherwise determines that a Restricted Stock Award
or RSU Award shall have a purchase price, such purchase price shall not be less than par value.

    (b) Acceptance. Restricted Stock Awards must be accepted within the period, if any, specified by the Committee at grant, by executing
an Award agreement and by paying the price (if any) the Committee has designated thereunder (such acceptance may be in any manner that the
Committee may establish, including deemed acceptance).

     8.3 Restrictions and Conditions.        Restricted Stock Awards and RSU Awards awarded pursuant to the Plan shall be subject to the
following restrictions and conditions:

     (a)    Restriction Period.

     (i)
             The Participant shall not be permitted to Transfer a Restricted Stock Award or RSU Award awarded under the Plan during the
             period or periods set by the Committee (the " Restriction Period ") commencing on the date of such Award, as set forth in the
             Award agreement and such agreement shall set forth a vesting schedule and any events that would accelerate vesting of the
             Restricted Stock Award or RSU Award. The Committee may place conditions on the grant based on service, attainment of
             performance goals pursuant to Section 8.3(a)(ii) below and/or such other factors or criteria as the Committee may determine in its
             sole discretion. In addition, the Committee in its sole discretion may (A) provide for the lapse of restrictions in whole or in part,
             (B) accelerate the vesting of all or any part of any Restricted Stock Award or RSU Award and/or (C) waive the deferral limitations
             for all or any part of any such Award.

     (ii)
             Objective Performance Goals, Formulas or Standards. If the grant of a Restricted Stock Award or RSU Award or the lapse of
             restrictions is based on the attainment of performance goals, the Committee shall establish the objective performance goals,
             including, to the extent the Committee so determines, from among those set forth in Exhibit A hereto, and the applicable vesting
             percentage of the Restricted Stock Award or RSU Award applicable to each Participant or class of Participants in writing prior to
             the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome
             of the performance goals are substantially uncertain.

                                                                        15
      (b) Rights as a Stockholder; Dividends. Beginning on the date of grant of a Restricted Stock Award and subject to acceptance of the
associated Award agreement, the Participant shall become a stockholder of the Company with respect to all shares of Common Stock subject to
the Restricted Stock Award and shall have all of the rights of a stockholder, including the right to vote such shares and the right to receive
distributions made with respect to such shares; provided, however, that, in the absence of Committee action to the contrary, any shares of
Common Stock or any other property (other than regular cash distributions) distributed as a dividend or otherwise with respect to any
Restricted Stock Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions as the shares covered by such
Award.

     (c) Termination. Except as otherwise (x) provided in a written agreement between the Company and the Participant or (y) determined
by the Committee at grant or (if no rights of the Participant are reduced) thereafter, subject to the applicable provisions of the Award agreement
and the Plan, upon a Participant's Termination for any reason during the relevant Restriction Period, all Restricted Stock Awards and RSU
Awards still subject to restriction will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant or
thereafter. In the absence of such provisions in the Award agreement, in the event of: (i) death, Disability or Retirement, restrictions shall lapse
on the Participant's Restricted Stock Awards and RSU Awards on a pro rata monthly basis through the date of Termination, with performance
awards paid at the end of the performance period based on actual results; and (ii) any other Termination, any unvested Restricted Stock Awards
or RSUs shall immediately be cancelled.

      (d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock Award or RSU
Award, certificates for shares attributable to such Award shall be delivered to the Participant (or, if certificates were previously issued,
replacement certificates shall be delivered upon return of the previously issued certificates). All legends shall be removed from said certificates
at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.
Notwithstanding the foregoing, actual certificates shall not be issued to the extent that book entry recordkeeping is used.


                                                               ARTICLE IX
                                                          PERFORMANCE AWARDS

     9.1 Performance Awards. Performance Awards may be awarded either alone or in addition to other Awards granted under the Plan.
The Committee shall determine the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the time or times at which,
Performance Awards shall be awarded, the number of Performance Awards to be awarded to any person, the duration of the period (the "
Performance Period ") during which, and the conditions under which, a Participant's right to Performance Awards will be vested, the ability of
Participants to defer receipt of Performance Awards, and the other terms and conditions of the Award in addition to those set forth in
Section 9.2.

     The Committee shall condition the right to payment or vesting of any Performance Award upon the attainment of objective performance
goals established pursuant to Section 9.2(b) below.

    9.2 Terms and Conditions.          Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and
conditions:

      (a) Earning or Vesting of Performance Award. At the expiration of the applicable Performance Period, the Committee shall determine
the extent to which the performance goals established pursuant to Section 9.2(b) are achieved and the percentage of each Performance Award
that has been earned or vested.

                                                                        16
      (b) Objective Performance Goals, Formulas or Standards. The Committee shall establish the objective performance goals, including, to
the extent the Committee so determines, from among those set forth in Exhibit A hereto, for the earning of Performance Awards based on a
Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period
or, to the extent such Award is intended to comply with Section 162(m) of the Code, at such later date as permitted thereunder and while the
outcome of the performance goals is substantially uncertain.

      (c) Payment. Following the Committee's determination, shares of Common Stock and/or cash, as determined by the Committee in its
sole discretion at the time of grant or, if permitted by the grant, thereafter, shall be delivered to the Eligible Employee, Consultant or
Non-Employee Director, or his legal representative, in an amount equal to such individual's earned or vested Performance Award.
Notwithstanding the foregoing, the Committee may, in its sole discretion and, to the extent Section 162(m) of the Code is applicable, in
accordance therewith, (i) award a number of shares of Common Stock or an amount of cash less than the earned Performance Award and/or
(ii) subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions.

     (d) Termination. Subject to the applicable provisions of the Award agreement and the Plan, upon a Participant's Termination for any
reason during the Performance Period for a Performance Award, such Performance Award will vest or be forfeited in accordance with the
terms and conditions established by the Committee at grant or, if no rights of the Participant are reduced, thereafter.

    (e) Accelerated Vesting. The Committee, in its sole discretion, may accelerate the vesting of all or any part of any Performance Award
or waive the deferral limitations for all or any part of such Award.


                                                            ARTICLE X
                                                    OTHER STOCK-BASED AWARDS

     10.1    Other Awards.

      (a) Subject to the limitations set forth in Section 4.1(a), the Committee is authorized to grant to Eligible Employees, Consultants and
Non-Employee Directors Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or
related to, shares of Common Stock, including, but not limited to, (a) shares of Common Stock awarded purely as a bonus and not subject to
any restrictions or conditions, (b) shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored
or maintained by the Company or an Affiliate, (c) stock equivalent units, and (d) Awards valued by reference to book value of shares of
Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the
Plan.

    (b) Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Employees, Consultants and
Non-Employee Directors to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be
awarded pursuant to such Awards, and all other conditions of the Awards.

      (c) The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified performance
goals, including, to the extent the Committee so determines, from among those set forth on Exhibit A hereto, as the Committee may determine,
in its sole discretion.

                                                                       17
    10.2 Terms and Conditions.           Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and
conditions:

     (a) Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent
so provided in the Award agreement, as determined by the Committee, in its sole discretion.

     (b)   Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration to the extent permitted
by law.


                                                 ARTICLE XI
                       TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY OF AWARDS

      11.1 Termination or Amendment. Notwithstanding any other provision of the Plan, the Board (or a duly authorized Committee
thereof) may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV), or suspend or
terminate it entirely, retroactively or otherwise; provided, however, that, except (x) to correct obvious drafting errors or as otherwise required
by law or (y) as specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or
termination, may not be reduced without the consent of such Participant and, provided further, without the approval of the holders of the
Company's Common Stock entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the
aggregate number of shares of Common Stock that may be issued under the Plan under Section 4.1(a) (except by operation of Section 4.2);
(ii) change the classification of individuals eligible to receive Awards under the Plan; (iii) extend the maximum option period under
Section 6.3; (iv) materially alter the performance goals as set forth in Exhibit A; or (v) require stockholder approval in order for the Plan to
continue to comply with the applicable provisions of Section 162(m) of the Code, the applicable stock exchange rules, or, to the extent
applicable to Incentive Stock Options, Section 422 of the Code. In no event may the Plan be amended without the approval of the stockholders
of the Company in accordance with the applicable laws of the State of Delaware to increase the aggregate number of shares of Common Stock
that may be issued under the Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require
stockholder approval under the rules of any exchange or system on which the Company's securities are listed or traded at the request of the
Company. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV
above, except (x) to correct obvious drafting errors or as otherwise required by law or applicable accounting rules, or (y) as specifically
provided herein, no such amendment or other action by the Committee shall reduce the rights of any holder without the holder's consent.

      11.2 Non-Transferability of Awards. Subject to Section 6.3(e), except as the Committee may permit, in its sole discretion, at the
time of grant or thereafter, no Award shall be Transferable by the Participant (including, without limitation to, a Family Member) otherwise
than by will or by the laws of descent and distribution, and all Awards shall be exercisable, during the Participant's lifetime, only by the
Participant. Any attempt to Transfer any Award or benefit not otherwise permitted by the Committee in accordance with the foregoing sentence
shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any
person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person. An Option that is
Transferred pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and
distribution, except as may otherwise be permitted by the Committee and (ii) remains subject to the terms of the Plan and the applicable Award
agreement. Notwithstanding anything to the contrary contained in this Section 11.2 (or, with respect to a Non-Qualified Stock Option,
Section 6.3(e)), if and to the extent

                                                                         18
approved by the Committee in its sole discretion, an employee or Non-Employee Director may transfer an Award (but not Awards constituting
in excess of one percent of the Common Stock outstanding in any single Transfer) to a charitable organization. Any shares of Common Stock
acquired by a permissible transferee shall continue to be subject to the terms of the Plan and the applicable Award agreement.


                                                                ARTICLE XII
                                                              UNFUNDED PLAN

     12.1 Unfunded Status of Plan. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments as to which a Participant has a fixed and vested interest but that are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.


                                                              ARTICLE XIII
                                                          GENERAL PROVISIONS

     13.1    Legend and Custody.

      (a) The Committee may require each person receiving shares of Common Stock pursuant to an Option or other Award under the Plan to
represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition
to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any
restrictions on Transfer.

      (b) All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under (a) the rules, regulations and other requirements of the Securities and Exchange
Commission, (b) any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose
system the Common Stock is then quoted, or (c) applicable law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     (c) If stock certificates are issued in respect of an Award, the Committee may require that any stock certificates evidencing such Award
be held in custody by the Company until the Award has vested or the restrictions thereon have lapsed, and that, as a condition of any grant of
such an Award, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by
such Award.

     13.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or
applicable only in specific cases.

      13.3 Deferral; Dividends and Dividend Equivalents. The Committee may, in its sole discretion, establish terms and conditions
pursuant to which the cash payment or delivery of Common Stock pursuant to an Award may be deferred. Subject to the provisions of the Plan,
the terms of any Award (including a deferred Award) may provide, if so determined by the Committee in its sole discretion, for the payment of
cash, Common Stock or other property dividends, or cash payments in amounts equivalent to cash, Common Stock or other property dividends
(" Dividend Equivalents "), on either a current or a deferred basis, with respect to the number of shares of Common Stock subject to such
Award. The Committee may also provide that any such dividends or dividend equivalents shall be subject to the same restrictions and risk of
forfeiture as the underlying Award or be deemed to have been reinvested in additional Awards or otherwise reinvested.

                                                                        19
      13.4 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder
shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment,
consultancy or directorship by the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any
Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or her employment,
consultancy or directorship at any time.

     13.5 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to
otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder, payment by the
Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of a Restricted Stock Award or RSU Award (or
other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required
withholding to the Company. If permitted by the Committee, the minimum statutorily required withholding obligation with regard to any
Participant may be satisfied by (i) reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common
Stock already owned, or (ii) the Participant's tendering to the Company of shares of Common Stock owned by such Participant for at least six
months (or such other period, if any, required by the Committee to avoid adverse accounting treatment) or otherwise acquired by such
Participant on the open market. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash by the Participant.

     13.6    Listing and Other Conditions.

     (a) Except as otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system
sponsored by a national securities association, the issuance of any shares of Common Stock pursuant to an Award shall be conditioned upon
such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares
are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been
effected.

      (b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an
Option or other Award is or may be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations
of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to
maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the
right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will
not result in the imposition of excise taxes on the Company.

     (c) Upon termination of any period of suspension under this Section 13.6, any Award affected by such suspension that shall not then
have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares that would otherwise have
become available during the period of such suspension, but no such suspension shall extend the term of any Award.

     (d) A Participant shall be required to supply the Company with any certificates, representations and information that the Company
requests, and otherwise to cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval as
the Company deems necessary or appropriate.

     13.7 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

     13.8 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were
also used in the feminine gender in all cases where they would so

                                                                        20
apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in
all cases where they would so apply.

     13.9 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the level of compensation.

    13.10 Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common
Stock pursuant to any Awards hereunder.

     13.11 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards
to individual Participants need not be the same in subsequent years.

     13.12 Death/Disability. The Committee may, in its sole discretion, require the transferee of a Participant to supply it with written
notice of the Participant's death or Disability and to supply it with a copy of the will (in the case of the Participant's death) and/or such other
evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the
agreement of the transferee to be bound by all of the terms and conditions of the Plan.

     13.13 Section 16(b) of the Exchange Act. All elections and transactions under the Plan by persons subject to Section 16 of the
Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The
Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

    13.14 Section 409A of the Code.           The Board may amend the Plan as it deems advisable to comply with Section 409A of the Code
without stockholder consent.

     13.15 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

     13.16 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been
included.

     13.17 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person
incapable of receipt thereof shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to
provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their
employees, agents and representatives with respect thereto.

     13.18 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be
considered part of the Plan, and shall not be employed in the construction of the Plan.


                                                               ARTICLE XIV
                                                          EFFECTIVE DATE OF PLAN

     The Plan shall become effective upon the date specified by the Board in its resolution adopting the Plan, subject to the approval of the
Plan by the stockholders of the Company within 12 months before or after such date of adoption, in accordance with the requirements of the
laws of the State of Delaware.

                                                                          21
                                                                 ARTICLE XV
                                                                TERM OF PLAN

     No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date the Plan is adopted or the date of
stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date.


                                                                 ARTICLE XVI
                                                                NAME OF PLAN

     The Plan shall be known as "NeuStar, Inc. 2005 Stock Incentive Plan."

                                                                        22
                                                    EXHIBIT A PERFORMANCE GOALS

      Performance goals established for purposes of the grant or vesting of performance-based Restricted Stock Awards, RSU Awards,
Performance Awards and/or Other Stock-Based Awards shall be based on one or more of the following performance goals (" Performance
Goals "), which may be set in terms of the performance of the Company or any subsidiary, division, other operational unit or business segment
of the Company: (i) the attainment of certain target levels of, or a specified increase in, enterprise value or value creation targets; (ii) the
attainment of certain target levels of, or a specified increase in, after-tax or pre-tax profits, including without limitation as attributable to
continuing and/or other operations of the Company; (iii) the attainment of certain target levels of, or a specified increase in, operational cash
flow or economic value added; (iv) the attainment of a certain level of reduction of, or other specified objectives with regard to limiting the
level of increase in all or a portion of, the Company's bank debt or other long-term or short-term public or private debt or other similar financial
obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the
Committee; (v) the attainment of certain target levels of, or a specified increase in, earnings per share or earnings per share from continuing
operations; (vi) the attainment of certain target levels of, or a specified increase in, net sales, revenues, net income or earnings before income
tax or other exclusions; (vii) the attainment of certain target levels of, or a specified increase in, return on capital employed or return on
invested capital; (viii) the attainment of certain target levels of, or a specified increase in, after-tax or pre-tax return on stockholder equity;
(ix) the attainment of certain target levels of, or a specified increase in, the fair market value of the shares of the Company's Common Stock;
(x) the growth in the value of an investment in the Company's Common Stock assuming the reinvestment of dividends; (xi) a transaction that
results in the sale of stock or assets of the Company; (xii) the attainment of certain target levels of, or a specified reduction in, expenses; or
(xiii) implementation, completion or attainment of interim measurable goals with regard to research, development, products or projects. The
Committee may also exclude the impact of an event or occurrence which the Committee determines should be appropriately excluded,
including (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not
directly related to the operations of the Company or not within the reasonable control of the Company's management, or (iii) a change in tax
law or accounting standards required by generally accepted accounting principles.

     In addition, such Performance Goals may be based upon the attainment of specified levels of Company (or subsidiary, division or other
operational unit or business segment of the Company) performance under one or more of the measures described above relative to the
performance of other corporations. The Committee may: (i) designate additional business criteria on which the performance goals may be
based or (ii) adjust, modify or amend the aforementioned business criteria.

                                                                        23
QuickLinks

 NEUSTAR, INC. 2005 Stock Incentive Plan
TABLE OF CONTENTS
 NEUSTAR, INC.
ARTICLE I PURPOSE
ARTICLE II DEFINITIONS
 ARTICLE III ADMINISTRATION
ARTICLE IV SHARE LIMITATION
ARTICLE V ELIGIBILITY
ARTICLE VI STOCK OPTIONS
ARTICLE VII STOCK APPRECIATION RIGHTS
 ARTICLE VIII RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS
ARTICLE IX PERFORMANCE AWARDS
ARTICLE X OTHER STOCK-BASED AWARDS
ARTICLE XI TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY OF AWARDS
ARTICLE XII UNFUNDED PLAN
ARTICLE XIII GENERAL PROVISIONS
ARTICLE XIV EFFECTIVE DATE OF PLAN
ARTICLE XV TERM OF PLAN
ARTICLE XVI NAME OF PLAN
EXHIBIT A PERFORMANCE GOALS
QuickLinks -- Click here to rapidly navigate through this document
                                                                                                                                    Exhibit 10.23


                                      INCENTIVE STOCK OPTION AGREEMENT AMENDMENT

     This Incentive Stock Option Agreement Amendment dated as of May 20, 2005 (this "Amendment" ) is made by and between NeuStar, Inc.
a Delaware corporation having its principal place of business in Sterling, Virginia (the "Company"), and John Malone (the "Participant").
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Option Agreement (as defined below).

                                                              W I T N E S S E T H:

   WHEREAS, Company granted Participant the right and option to purchase from the Company 34,963 shares (the "Option Shares") of
Company's common stock, par value $.002 per share;

     WHEREAS, Company and Participant entered into an Incentive Stock Option Agreement under the NeuStar, Inc. 1999 Equity Incentive
Plan (the "Option Agreement") dated December 18, 2003, as amended on June 22, 2004.

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

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

    1. Amendment to Section 5 of the Option Agreement. Subject to the terms and conditions set forth herein, Section 5 of the Option
Agreement is hereby amended by deleting Sections 5 (c), (d) and (e) thereof and replacing such Sections with the following language:

         "(c) Subject to the provisions of Section 13(b) of the Plan, in the event of a Corporate Transaction (as defined below), if the Option
    evidenced by this Agreement is not assumed or continued or a substantially equivalent option or right is not substituted by the surviving
    corporation, the successor corporation or its parent corporation, as applicable (the "Successor Corporation"), the Participant shall fully vest
    in and have the right to exercise the Option as to all shares of Common Stock then subject thereto, including shares as to which the Option
    would not otherwise be vested or exercisable. Any such Options that are assumed or replaced (and any such Option shall be considered
    assumed if the Company in a Corporate Transaction reaffirms the Option) in connection with a Corporate Transaction and do not
    otherwise vest at that time shall be fully vested and exercisable in the event the Participant's Service with the Company should
    subsequently be terminated within two (2) years following such Corporate Transaction, unless such Service is terminated by the Successor
    Corporation for Cause or by the Participant voluntarily without Good Reason (as defined below).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                            2
     IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 2 to the Incentive Stock Option Agreement to be made,
executed and delivered by their duly authorized officers as of the day and year first above written.


                                                 NEUSTAR, INC.

                                                 By: /s/ JEFFREY GANEK

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

                                                 OPTIONEE:

                                                 John Malone

                                                 /s/ JOHN MALONE


                                                                3
                                     INCENTIVE STOCK OPTION AGREEMENT AMENDMENT

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

                                                            WITNESSETH:

      WHEREAS, Company granted Participant the right and option to purchase from the Company 34,963 shares (the ―Option Shares‖) of
Company’s common stock, par value $.002 per share;

         WHEREAS, Company and Participant entered into an Incentive Stock Option Agreement under the NeuStar, Inc. 1999 Equity
Incentive Plan (the ―Option Agreement‖) dated December 18, 2003;

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

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

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

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

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

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

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

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

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

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

                  (ii)       A reduction in the Participant’s annual base salary, except in connection with an across-the-board salary
                           reduction of less than ten percent (10%) affecting all senior executives of the Company.
                      (iii)       The Successor Corporation’s failure to cover the Participant under employee benefit plans, programs and
                                practices that, in the aggregate, provide substantially comparable benefits (from an economic perspective)
                                to the Participant relative to the benefits and total costs under the material employee benefit plans,
                                programs and practices in which the Participant (and/or his family or dependents) is participating
                                immediately preceding the Corporate Transaction.

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

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

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

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

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

         5.   Governing Law . This Amendment shall be construed and interpreted in accordance with the laws of the Sate of Delaware,
without regards to the principles of conflicts of law.
         IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be made, executed and delivered by their duly
authorized officers as of the day and year first above written.

                                                   NEUSTAR, INC.

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


                                                   OPTIONEE:

                                                   John Malone

                                                                  /s/ John S. Malone
                                                INCENTIVE STOCK OPTION AGREEMENT
                                                              UNDER THE
                                              NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN

                  THIS AGREEMENT, made as of December 18, 2003 (the ―Effective Date‖), by and between NeuStar, Inc., a Delaware
corporation (the ―Company‖), and John Malone (the ―Participant‖).

                                                                     WITNESSETH:

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

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

          1.        Grant of Option . Subject to the terms and conditions set forth herein and in the Company’s 1999 Equity Incentive Plan, as
restated as of March 13, 2002 (the ―Plan‖), the Company hereby grants to the Participant, during the period commencing on the date of this
Agreement and ending on December 18, 2013 (the ―Expiration Date‖), the right and option (the right to purchase any one share of Common
Stock hereunder being an ―Option‖) to purchase from the Company 34,963 shares of Common Stock. The Options shall have an exercise price
of $9.00 per share, which is not less than the Fair Market Value per share of the Common Stock as of the date hereof. Each of the Options
granted pursuant to this Section 1 shall constitute Incentive Common Stock Options to the extent permissible under Section 422 of the Code
and the Plan.

         2.         Limitations on Exercise of Options . Subject to the terms and conditions set forth herein and the Plan, the Options shall
vest and become exercisable, on a cumulative basis, with respect to 40% of the shares on December 18, 2005, and with respect to 1.667% of
the shares on the last day of each succeeding calendar month thereafter so long as the Participant continues in the Service of the Company;
provided, however, the Participant may not exercise any Option for fractional shares of Common Stock. The Committee or the Board may
accelerate the vesting and exercisability of any or all of the then-unvested Options at any time.

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

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

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

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

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

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

         5.         Adjustments and Corporate Reorganizations; Changes in Organization.

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

                   (b)        In the event that the Company undertakes a change in its organization, including but not limited to a combination
of business units, the creation of a new business unit, the elimination of a business unit, or the acquisition, sale or transfer of an interest in a
business unit, the Options shall be subject to adjustment or substitution (including but not limited to the substitution of common stock of or
other ownership interest in a Related Entity, other consideration or another Award under the Plan), as to the number, price or kind of Common
Stock or other consideration subject to such Options or as otherwise determined by the Committee in its sole discretion to be equitable. For
purposes of this Agreement, a ―business unit‖ shall mean any Related Entity or any division or other unit or group within the Company that the
Committee designates as a ―business unit‖.

                   (c)       Subject to the provisions of Section 13(b) of the Plan, in the event of a Corporate Transaction (as defined below), if
the Options evidenced by this Agreement are not assumed or continued or a substantially equivalent option or right is not substituted by the
surviving corporation, the successor corporation or its parent corporation, as applicable (the ―Successor Corporation‖), the Participant shall, as
of the date of the Corporate Transaction, fully vest in and have the right to exercise such Options as to all shares of Common Stock then subject
thereto that would otherwise have vested and become exercisable during the twelve-month period commencing on the date of the Corporate
Transaction and, subject to the next sentence, unvested Options with respect to any other shares of Common Stock shall continue to vest as set
forth in Section 2. If any Options evidenced by this Agreement are assumed or replaced (and any such Options shall be considered assumed if
the Company in a Corporate Transaction reaffirms the Options) in connection with a Corporate Transaction and do not otherwise vest at that
time, and if Participant’s Service with the Company is subsequently terminated within one (1) year following such Corporate Transaction,
unless such Service is terminated by the Successor Corporation for Cause or by the Participant voluntarily without Good Reason (as defined
below), the Participant shall fully vest in and have the right to exercise the Options as to all shares of Common Stock then subject thereto that,
but for such termination, would have otherwise vested and become exercisable during the twelve-month period commencing on the effective
date of such termination, and unvested Options with respect to any other shares of Common Stock shall continue to vest as set forth in
Section 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  IN WITNESS WHEREOF, the Company has granted this Option on the Effective Date.

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

                                                                             NEUSTAR, INC.


                                                                             By: /s/ Jeffrey Ganek
                                                                                Jeffrey Ganek
                                                                                Chairman and Chief Executive Officer


ACCEPTED:

    /s/ John Malone
John Malone




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                                                                                                                                    Exhibit 10.27


                                   NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT

     This Nonqualified Stock Option Agreement Amendment dated as of May 20, 2005 (this "Amendment" ) is made by and between
NeuStar, Inc. a Delaware corporation having its principal place of business in Sterling, Virginia (the "Company"), and John Malone (the
"Participant"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Option Agreement (as
defined below).

                                                              W I T N E S S E T H:

   WHEREAS, Company granted Participant the right and option to purchase from the Company 60,037 shares (the "Option Shares") of
Company's common stock, par value $.002 per share;

     WHEREAS, Company and Participant entered into a Nonqualified Stock Option Agreement under the NeuStar, Inc. 1999 Equity
Incentive Plan (the "Option Agreement") dated December 18, 2003, as amended on June 22, 2004.

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

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

    1. Amendment to Section 5 of the Option Agreement. Subject to the terms and conditions set forth herein, Section 5 of the Option
Agreement is hereby amended by deleting Sections 5 (c), (d) and (e) thereof and replacing such Sections with the following language:

         "(c) Subject to the provisions of Section 13(b) of the Plan, in the event of a Corporate Transaction (as defined below), if the Option
    evidenced by this Agreement is not assumed or continued or a substantially equivalent option or right is not substituted by the surviving
    corporation, the successor corporation or its parent corporation, as applicable (the "Successor Corporation"), the Participant shall fully vest
    in and have the right to exercise the Option as to all shares of Common Stock then subject thereto, including shares as to which the Option
    would not otherwise be vested or exercisable. Any such Options that are assumed or replaced (and any such Option shall be considered
    assumed if the Company in a Corporate Transaction reaffirms the Option) in connection with a Corporate Transaction and do not
    otherwise vest at that time shall be fully vested and exercisable in the event the Participant's Service with the Company should
    subsequently be terminated within two (2) years following such Corporate Transaction, unless such Service is terminated by the Successor
    Corporation for Cause or by the Participant voluntarily without Good Reason (as defined below).

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

                                                                        2
     IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 2 to the Nonqualified Stock Option Agreement to be
made, executed and delivered by their duly authorized officers as of the day and year first above written.


                                                 NEUSTAR, INC.

                                                 By: /s/ JEFFREY GANEK

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

                                                 OPTIONEE:

                                                 John Malone

                                                 /s/ JOHN MALONE


                                                               3
                                  NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT

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

                                                           WITNESSETH:

      WHEREAS, Company granted Participant the right and option to purchase from the Company 60,037 shares (the ―Option Shares‖) of
Company’s common stock, par value $.002 per share;

         WHEREAS, Company and Participant entered into an Nonqualified Stock Option Agreement under the NeuStar, Inc. 1999 Equity
Incentive Plan (the ―Option Agreement‖) dated December 18, 2003 ;

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

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

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

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

                          (i) The consummation of any merger or consolidation of the Company, if immediately following such merger or
                 consolidation the holders of the Company’s outstanding voting securities immediately prior to such merger or consolidation
                 do not own at least a majority of the outstanding voting securities of the surviving corporation in approximately the same
                 proportion as they did immediately prior to such merger or consolidation.
                   (ii) The consummation of any sale, lease, exchange or other transfer in one transaction or a series of related
         transactions of all or substantially all of the Company’s assets, other than a transfer of the Company’s assets to a
         majority-owned subsidiary of the corporation, or to an entity in which the holders of the majority of the outstanding voting
         securities of the entity immediately prior to the transfer own at least the majority of the outstanding securities immediately
         after such transfer in approximately the same proportion as immediately prior to such transfer.

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

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

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

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

                  (ii)        A reduction in the Participant’s annual base salary, except in connection with an across-the-board salary
                             reduction of less than ten percent (10%) affecting all senior executives of the Company.
                           (iii)        The Successor Corporation’s failure to cover the Participant under employee benefit plans, programs
                                       and practices that, in the aggregate, provide substantially comparable benefits (from an economic
                                       perspective) to the Participant relative to the benefits and total costs under the material employee benefit
                                       plans, programs and practices in which the Participant (and/or his family or dependents) is participating
                                       immediately preceding the Corporate Transaction.

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

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

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

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

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

         5.         Governing Law . This Amendment shall be construed and interpreted in accordance with the laws of the Sate of Delaware,
without regards to the principles of conflicts of law.
         IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be made, executed and delivered by their duly
authorized officers as of the day and year first above written.

                                                                  NEUSTAR, INC.

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


                                                                  OPTIONEE:

                                                                  John Malone

                                                                             /s/ John S. Malone
                                              NONQUALIFIED STOCK OPTION AGREEMENT
                                                              UNDER THE
                                              NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN

                  THIS AGREEMENT, made as of December 18, 2003 (the ―Effective Date‖), by and between NeuStar, Inc., a Delaware
corporation (the ―Company‖), and John Malone (the ―Participant‖).

                                                                WITNESSETH:

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

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

          1.             Grant of Option . Subject to the terms and conditions set forth herein and in the Company’s 1999 Equity Incentive
Plan, as restated as of March 13, 2002 (the ―Plan‖), the Company hereby grants to the Participant, during the period commencing on the date of
this Agreement and ending on December 18, 2013 (the ―Expiration Date‖), the right and option (the right to purchase any one share of
Common Stock hereunder being an ―Option‖) to purchase from the Company 60,037 shares of Common Stock. The Options shall have an
exercise price of $9.00 per share, which represents the Fair Market Value per share of the Common Stock as of the date hereof.

          2.               Limitations on Exercise of Options . Subject to the terms and conditions set forth herein and the Plan, the Options
shall vest and become exercisable, on a cumulative basis, with respect to 40% of the shares on December 18, 2005, and with respect to 1.667%
of the shares on the last day of each succeeding calendar month thereafter so long as the Participant continues in the Service of the Company;
provided, however, the Participant may not exercise any Option for fractional shares of Common Stock. The Committee or the Board may
accelerate the vesting and exercisability of any or all of the then-unvested Options at any time.

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

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

                                                                           1
the extent that the Participant was entitled to exercise them on the date of death or disability.

                    (c)       If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for ―Cause‖ (as defined in
the Plan), (i) unless otherwise provided by the Committee,