As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/28/05  Neustar Inc                       S-1/A                 14:31M                                    Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.47M 
                          (General Form)                                         
 2: EX-1.1      Underwriting Agreement                              HTML    163K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     92K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     70K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     15K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     15K 
 7: EX-5.1      Opinion re: Legality                                HTML     13K 
 8: EX-9.1      Voting Trust Agreement                              HTML    110K 
 9: EX-10.1     Material Contract                                   HTML  12.06M 
10: EX-10.4     Material Contract                                   HTML   4.97M 
11: EX-10.5     Material Contract                                   HTML   2.37M 
12: EX-10.7     Material Contract                                   HTML    260K 
13: EX-21.1     Subsidiaries of the Registrant                      HTML      9K 
14: EX-23.1     Consent of Experts or Counsel                       HTML     10K 

Exhibit 4.2

 

 

 

 

[FACE OF CERTIFICATE]

NUMBER

NB

[LOGO]

NEUSTAR, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS B COMMON STOCK

SHARES

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK, PAR VALUE OF $0.001 PER SHARE, OF

NEUSTAR, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed in facsimile by its duly authorized officers, and its Corporate Seal to be affixed in facsimile.

Dated:

/s/

SECRETARY

[SEAL]

/s/

CHAIRMAN

COUNTERSIGNED AND REGISTERED:

WACHOVIA BANK, N.A.

(CHARLOTTE, N.C.)

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

 

[REVERSE OF CERTIFICATE]

The Corporation is authorized to issue more than one class or series of stock. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT–
        (Cust)                 Custodian       (Minor)                  under Uniform Gifts to Minors Act          (State)              

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.