0001047469-05-009674 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT AMENDMENT
Incentive Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

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).

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NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT
Nonqualified Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

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).

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

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

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

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

COMMON SHORT CODE LICENSE AGREEMENT BETWEEN CELLULAR TELECOMMUNICATIONS & INTERNET ASSOCIATION AND NEUSTAR, INC. Effective October 17, 2003
License Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Virginia

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

NEUSTAR, INC. AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated September 24, 2004 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into by and among (i) Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership; Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership; Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership; and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (collectively, the “Warburg Entities”); (ii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“MidOcean”); (iii) ABS Capital Partners IV, L.P., a Delaware limited partnership; ABS Capital Partners IV Offshore, L.P., a Delaware limited partnership; ABS Capital Partners IV-A, L.P., a Delaware limited partnership; and ABS Capital Partners IV Special Offshore, L.P., a Delaware limited partnership (collectively, “ABS” and, together with MidOcean and the Warburg Enti

AGREEMENT FOR NUMBER PORTABILITY ADMINISTRATION CENTER/ SERVICE MANAGEMENT SYSTEM BETWEEN LOCKHEED MARTIN IMS AND NORTHEAST CARRIER ACQUISITION COMPANY , L.L.C.
Software Escrow Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • New York

THIS CONTRACTOR SERVICES AGREEMENT (“Agreement”) is made and entered into this 7th day of November, 1997 (“Effective Date”) by and between the Northeast Carrier Acquisition Company, L.L.C. (the “Customer”), a New York limited liability company, having offices at c/o Carville B. Collins, Piper & Marbury L.L.P., 36 South Charles Street, Baltimore, Maryland 21201 and Lockheed Martin IMS (“Contractor”), a New York corporation, having offices at 1200 K Street NW, 11th Floor, Washington, DC 20005.

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Contractor Services Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Ontario

Pursuant to 17 CFR 230.406, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

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

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

PHANTOM STOCK UNIT AGREEMENT
Phantom Stock Unit Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of July 19, 2004 (the “Grant Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Michael R. Lach (the “Participant”).

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

THIS AGREEMENT, made as of February 14, 2005 (the "Effective Date"), by and between NeuStar, Inc., a Delaware corporation (the "Company"), and Jim Cullen (the "Participant").

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

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

NEUSTAR, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • New York

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

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

THIS AGREEMENT, made as of February 14, 2005 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Frank Schiff (the “Participant”).

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