AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT

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Title: AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT
Governing Law: Virginia Date: 8/11/2008
Industry: Computer Services Sector: Technology

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

AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT

BETWEEN

CTIA — The Wireless Association ^® AND

NEUSTAR, INC.

Effective June 2, 2008

This AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT (“ Agreement ”) is made and entered into on June 2, 2008 (“ Effective Date ”) by and between CTIA — The Wireless Association ^® (formerly known as the Cellular Telecommunications & Internet Association) (“ CTIA ” or “ Licensor ”), a District of Columbia non-profit corporation, located at 1400 16 ^th Street NW, Suite 600, Washington, D.C. 20036, and NeuStar, Inc., a Delaware Corporation, having offices at 46000 Center Oak Plaza, Sterling, Va. 20166 (“ Registry ” or “ Licensee ”).

WHEREAS , CTIA is a non-profit trade association providing an array of professional services, information and programs for its member companies related to wireless telecommunications services and technology;

WHEREAS , as part of the process of harmonizing technical requirements and functionalities of Common Short Code services in the United States, representatives of those CTIA member companies, acting through CTIA in the form of a Common Short Code Working Group, developed technical requirements and functionality of the CSC Administration platform to ensure that the platform meets carrier requirements for providing CSC services in the United States;

WHEREAS , the CTIA Common Short Code Working Group has also recognized that it is in the best interests of the industry for a single party to administer a catalog of certain Common Short Codes, subject to the Industry Reserved Rights (as defined below), the right to assign the Common Short Codes contained in that catalog to various parties wishing to use such Codes, other CSC Data (as defined below), CSC Enhancements (as defined below),

Amended and Restated Common Short Code License Agreement

and such other rights with respect to Common Short Codes as are necessary to permit Common Short Code services to be uniformly provided industry-wide and to be uniformly available nationwide (collectively, the “ CSC Registry Rights ”);

WHEREAS , the CTIA Board of Directors, acting on behalf of all participating members of the industry, has appointed CTIA to serve as the Common Short Code Administrator;

WHEREAS , Registry is a leading provider of neutral, third party clearinghouse services to the telecommunications industry, and provides an array of services, including numbering and registry services, that enable communications networks to interoperate;

WHEREAS , CTIA and Registry entered into the Common Short Code License Agreement, dated October 17, 2003 (“ Original Agreement ”), pursuant to which Registry developed and maintains a database of common short codes, processes common short code applications, assigns common short codes to applicants according to the rules set forth in the Assignment Guidelines, engages in other Registry Services on behalf of members of the wireless industry and other persons using Common Short Codes, and provides other services in connection with the administration and implementation of the wireless industry’s CSC Program;

WHEREAS , CTIA and Registry subsequently entered into the First, Second, Third, Fourth, Fifth and Sixth Amendments to the Agreement, and the March 20, 2007 Letter Agreement;

WHEREAS , CTIA and Registry wish to continue their relationship and to (1) restate the Original Agreement to incorporate the terms of the amendments and the letter agreement; (2) clarify each party’s rights and obligations; and (3) incorporate revisions to the Original Agreement;

NOW, THEREFORE , for and in consideration of the premises and the mutual promises and covenants contained herein, it is hereby agreed as follows:

Amended and Restated Common Short Code License Agreement

1. DEFINITIONS . For purposes of this Agreement, unless otherwise defined in this Agreement, the following definitions shall apply:

1.1. The term “ Agreement ” means all the terms and conditions contained herein, including any Exhibit, appendix, attachment or documents referenced herein or incorporated herein by reference, including any and all amendments to this Agreement and each of the foregoing instruments. In the event of a conflict between or among the terms and conditions contained herein, in any Exhibit, appendix or attachment, the following shall control in descending order of precedence (a) the terms and conditions contained herein, (b) the remaining Exhibits, and any documents attached to such Exhibits; and (c) the Assignment Guidelines.

1.2. The term “ Applicant ” or “ Applicants ” mean, individually or collectively, any and all entities which access and/or use the Registry Services, for purposes of ultimately registering a CSC through Registry.

1.3. “ Application Providers ” are entities responsible for providing the application for a CSC service. For some applications, the Application Provider and the Connection Aggregator may be the same entity.

1.4. “ Assignment Guidelines ” means the guidelines, then currently in effect, that set forth the requirements for the administration and implementation of CSCs.The updated Assignment Guidelines, entitled “Common Short Code Guidelines v. 2.0” are attached hereto as Exhibit D.

1.5. The term “ Billing Cycle ” means any calendar month, or portion thereof, during which Registry Services are rendered hereunder.

1.6. The term “ Branding and Website Guidelines ” is defined in Section 6.6.7. The Branding and Website Guidelines are attached hereto as Exhibit J.

1.7. The term “ Business Day ” means Monday through Friday of each week, excluding New Year’s Day, Memorial Day, July 4 ^th , Labor Day, Thanksgiving Day, and December 24 ^th and the 25 ^th .

Amended and Restated Common Short Code License Agreement

1.8. The “ Carrier ” is any entity that offers Commercial Mobile Radio Service (“CMRS”) as such term is defined by the Federal Communications Commission.

1.9. “ Common Short Code ” or “ CSC ” shall mean the certain pool of numeric digits that are utilized through the CTIA and harmonized across all Carriers participating in the distribution of CSCs, allowing communication to and from a particular application. For the purposes of this Agreement, the term “CSC” specifically excludes any strings of digits that include the star symbol (*) and/or the pound symbol (#). CTIA does not license to Registry the right to assign numeric strings that contain the star symbol (*) and/or the pound symbol (#). Registry shall have no obligation under this Agreement to add functionality to the Registry Services that would provide for numeric strings that contain the star symbol (*) and/or the pound symbol (#).

1.10. “ Common Short Code Administrator ” or “ CSCA ” refers to the Cellular Telecommunications & Internet Association, a party to this Agreement, or any assignee of it under Section 15.

1.11. The term “ Confidential Information ” shall have the meaning set forth in Section 11.

1.12. A “ Content Provider ” shall be an entity that owns or has the right to content, and licenses such content to the Application Provider for delivery to the End User. For some applications, the Application Provider and the Content Provider may be the same entity.

1.13. A “ Connection Aggregator ” shall be an entity that provides connectivity to Carrier networks for Application Providers. For some applications, the Connection Aggregator and Application Provider may be the same entity.

1.14. “ CSC Data ” means all data that is: (a) used to provide Registry Services, (b) submitted by Applicants, Registrants and/or Visitors, or (c) data derived by or generated through the performance of Registry Services. For the purposes of this Agreement, the definition of CSC Data shall include the actual CSC Data along with the format of such CSC Data as well as the associated CSC Data dictionary.

Amended and Restated Common Short Code License Agreement

1.15. “ CSC Directory ” means the official directory of Registrants published on the CSCA Website.

1.16. “ CSC Service Users ” means any entity that accesses and/or uses the Registry Services, including, but not limited to Carriers, Applicants, Registrants, Application Providers, Connection Aggregators and Content Providers.

1.17. “ CSC Enhancement ” means any Enhancement made by Registry, in accordance with procedures set forth in Article 9, at the request of CTIA pursuant to Section 9.1, in its capacity as CSCA, in order to adapt the CSC Service to specific requirements of Carriers or other participating members of the wireless telecommunications industry communicated to CTIA.

1.18. “ CSC Registry Rights ” means the following, individually or in any combination: the Industry Reserved Rights, the right to assign the Common Short Codes contained in that catalog to various parties wishing to use such Codes, other CSC Data, CSC Enhancements, and such other rights with respect to Common Short Codes as are necessary to permit Common Short Code services to be uniformly provided industry-wide and to be uniformly available nationwide.

1.19. “ CSCA Royalties ” shall be the compensation to CTIA, in its capacity as CSCA, for Registry’s use of the CSC Registry Rights, other confidential information, and other intellectual property rights in the CSC program as provided in Article 4 below.

1.20. The term “ Documentation ” means technical or user manuals and other similar written reference or instructional materials that relate to information about the Registry Services.

1.21. “ End Users ” are the persons or entities that will utilize CSCs for communication with applications.

1.22. The term “ Enhancements ” means changes or additions, other than Maintenance Modifications, to the Registry Services and related Documentation, including all new functionality that improve existing functions, add new functions, or significantly improve performance of the Registry Services.

Amended and Restated Common Short Code License Agreement

1.23. “ Industry-Reserved Rights ” means those rights as to the CSC Registry Rights retained by the participating members of the wireless telecommunications industry and exercisable on their behalf by the CTIA Board of Directors, or its Executive Committee, as described in Article 5.

1.24. The term “ Intellectual Property ” means rights afforded under patent, copyright, trade secret and trademark law, and any other statutory provision or common law doctrine, relating to rights in and to Software, designs, formulas, procedures, methods, ideas, inventions and improvements, works of authorship and other material, recordings, graphs, drawings, graphics, logos, reports, analyses, other writings, any information in any form and other property of any type not specifically listed herein, whether or not the foregoing are protected or protectable under Intellectual Property rights now or in the future.

1.25. The term “ Maintenance Modifications ” means any modifications or revisions, other than Enhancements, to the Registry Software or Documentation that correct Defects or support new releases of the operating systems with which the Registry Software is designed to operate.

1.26. The term “ Normal Business Hours ” means 9:00 a.m. to 8:00 p.m . Eastern Time during Business Days.

1.27. The terms “ Party ” or “ Parties ” means CTIA and/or Registry.

1.28. The term “ Registrant ” means an entity which has (a) been approved by Registry to sublease a CSC through the process set forth in Section 6.4 and the Assignment Guidelines and (b) entered into a Registrant Sublicense Agreement(s) with Registry in the form of Exhibit B hereto, to access CSCs.

1.29. “ Registrant Sublicense Agreement ” means an agreement between Registry and a Registrant in accordance with this Agreement, and as initially set forth in Exhibit B.

1.30. “ Registry Database ” means the infrastructure used to store the CSC Data. For the purposes of this Agreement, infrastructure includes, but is not limited to, engine, server, operating systems, applications, APIs that are not otherwise CSC Enhancements used in the Registry Services, tools and associated source codes used to store the CSC Data.

Amended and Restated Common Short Code License Agreement

1.31. “ Registry Fees ” shall be those fees collected by Registry from Registrants for the performance of Registry Services pursuant to the license of the CSC Registry Rights granted by this Agreement.

1.32. “ Registry Services ” means the total service solution provided by Registry as described in this Agreement and in the Assignment Guidelines, for providing, maintaining, administering, and operating an administration center and service management system for CSCs, including, but not limited to, the data processing system used to provide Registry Services, Registry Software (including any Enhancements or Maintenance Modifications), additional services permitted to be performed by Registry pursuant to an amendment to this Agreement through the process set forth in Article 9, provision and maintenance of the CSCA Website, Registry utilities, hardware, Third Party software, peripherals, communications equipment and services, and other facilities used by Registry to provide Registry Services under this Agreement.

1.33. “ Registry Software ” means all computer programming code created, written and developed for or in anticipation of the Registry Services in any form. If not otherwise specified, the Registry Software shall include object code and source code. The Registry Software shall include any Maintenance Modifications created by Registry from time to time, and shall include Enhancements thereto when added to the Registry Software.

1.34. “ Related Service ” means a service independently provided by Licensee, not including the Registry Services, for which a material purpose is to encourage or promote the use of CSCs by Content Providers, Application Providers, Aggregators, and/or Carriers.

1.35. “ Routing Services ” means the association of CSC address information with Registrant information.

1.36. The term “ Service Levels ” means the service levels for Registry Service specified in Exhibit F.

1.37. The term “ Software ” means computer programs and related Documentation and includes application programs, operating system programs, utilities, templates, parameter tables and settings, interfaces to external programs, tools, program related data, and local area network management software.

Amended and Restated Common Short Code License Agreement

1.38. “ Term ” shall mean the Initial Term, the Automatic Renewal Terms, and any Additional Terms, as set forth in Article 3.

1.39. The term “ Third Party ” means any individual, corporation, partnership, association or other entity, other than the Parties hereto.

1.40. The term “ Unauthorized Access ” includes (i) a breach of security on a systems with Registry’s ownership or control, including local area network or telecommunications network, which contain, process or transmit CSC Service User or Visitor data, personal information collected during the performance of the Registry Services, or Confidential Information, or (ii) unauthorized or illegal activities by Registry, its employees, subcontractors or agents to obtain money or information from or through CTIA or any CSC Service User or Visitor, or in any way to damage CTIA or any CSC Service User.

1.41 The term “ Visitors ” means visitors to the CSCA Website who are not or have not become CSC Service Users.

2. LICENSE.

2.1. During the term of this Agreement, Registry shall have the exclusive right to use, in accordance with the Assignment Guidelines and only for the pool of CSCs utilized through the CTIA, (the “ License ”) (i) the CSC Registry Rights, and (ii) a logo specified by CTIA to designate that Registry has been exclusively licensed by CTIA to serve as the registry for CSCs, together with (iii) the non-exclusive right to link to pages and documents within the CSCA Website and otherwise use the CSCA Website (collectively, the “ Licensed Materials ”), solely in connection with the provision of Registry Services in the United States and other services directly related to the provision of Registry Services, provided that the use of the Licensed Materials is consistent with the licenses granted under this Agreement. The Parties acknowledge that, through the exercise of the rights granted to it by the License, Registry shall be the exclusive registry of the pool of CSCs in the United States utilized through the CTIA during the Term of this Agreement and shall have the right to state that it has been so designated by CTIA, and the Parties further agree that during the Term of this Agreement, Licensee shall serve as the registry for the pool of CSCs in the United States utilized through the CTIA exclusively through the Registry Services that are the subject of this Agreement.

Amended and Restated Common Short Code License Agreement

2.2. Nothing in this Agreement shall be construed as granting to Registry a license to use any of CTIA’s logos, trademarks, service marks, copyrighted materials or patents (collectively, CTIA’s Intellectual Property), except as expressly set forth herein. Registry shall not modify or alter any of CTIA’s Intellectual Property without the express written permission of CTIA. Any uses, modifications or alteration of CTIA’s Intellectual Property shall be the sole property of CTIA and shall accrue to the benefit of CTIA exclusively.

2.3. Pursuant to the License, Registry shall have a nontransferable, nonexclusive, right to copy, distribute, publish and modify all of the CSC Data, and CSC Enhancements for the sole purpose of providing the Registry Services, and for the provision of other services directly related to the provision of Registry Services, provided that such use is consistent with the rights granted by the License and this Agreement.

3. TERM.

3.1. Initial Term. The initial term of this Agreement will commence on the Effective Date and shall continue until December 31, 2011, unless otherwise terminated earlier in accordance with Article 16 of this Agreement (“ Initial Term ”).

3.2. Automatic Renewal Terms . At the end of the Initial Term, this Agreement shall automatically renew for two (2) successive two-year periods (“ Automatic Renewal Terms ”), on substantially the same terms and conditions as contained herein, unless (a) Registry is in material breach of this Agreement, and such breach has remained uncured for a period of fifteen (15) Business days; (b ) Registry chronically fails to provide the Registry Services, as defined in Section 16.2 of this Agreement; (c) Registry is merged with or acquired by an entity which is unable to comply with the Code of Conduct; or (d) Registry otherwise ceases to be able to comply with the Code of Conduct, and such cessation continues for a period of thirty (30) days following the date that Registry first becomes aware of the event causing the cessation of neutrality.

3.3. Additional Terms At the end of the second Automatic Renewal Term (i.e., December 31, 2015) , this Agreement will renew automatically for successive one-year periods (each an “ Additional Term ”) unless it is terminated by either party by giving written notice to the other party at least ninety (90) days prior to

Amended and Restated Common Short Code License Agreement

the end of the second Automatic Renewal Term or then-current Additional Term, in which case this Agreement will terminate automatically upon the expiration of the then-current Automatic Renewal Term or Additional Term.

4. CSCA ROYALTIES.

4.1. Amount . In consideration of Licensor’s entering into this Agreement and Registry’s License to use the Licensed Materials, Registry shall pay to Licensor the CSCA Royalties in an amount equal to the CSCA Royalty Percentage specified in Exhibit C-2 to this Agreement.

4.2. Payment Schedule . For all Registry Fees received by Registry between the 1 ^st and the final day of each calendar month, Registry shall pay the applicable CSCA Royalties to Licensor by no later than the 15 ^th day of the following month. All payments to Licensor shall be in U.S. Dollars. The obligation to pay CSCA Royalties due hereunder shall survive the expiration or termination of this Agreement.

4.3. Accounting . Registry shall provide CTIA with a complete accounting of all Registry Fees within fifteen (15) days from the last day of each calendar month. The accounting shall include detailed information, including a list of CSCs paid for by Registrants, the subscription periods, the amount of Registry Fees collected, the accounts payable voucher and the wire request form.

4.4. Audit Rights .

4.4.1. Audit for 2008. For Registry’s 2008 fiscal year, CTIA will conduct, at its expense, an audit of the CSC service that is similar in scope to the audit of the CSC service conducted in 2007. A description of the 2007 audit is attached hereto as Exhibit H. CTIA will prepare a written plan for the 2008 audit based on the 2007 audit description that details any requested changes to Exhibit H (“ 2008 Audit Plan ”). The parties will coordinate the scheduling of the 2008 audit and CTIA shall provide the 2008 Audit Plan to Registry thirty (30) days in advance of the audit being conducted, and not later than November 15, 2008. CTIA may incorporate into the 2008 Audit Plan, revisions to Exhibit H requested by the CTIA Audit Committee that specifically relate to the billing records, financial records, and the internal controls associated with the CSC service; provided, however, that in the event that such additions and/or revisions result in an amount of time spent

Amended and Restated Common Short Code License Agreement

by Registry’s internal professionals (such as finance, accounting, systems, customer support, developers or other professionals necessary to address the additions and/or revisions (collectively referred to as “ Professionals ”)) for preparation, support, or implementation in excess of forty (40) additional hours above and beyond time spent by Registry’s Professionals for preparation, support, and implementation of the audit described in Exhibit H, such additional hours shall be billed to CTIA at Registry’s then current rate set forth in Exhibit A. If Registry requests such fees, it must provide a detailed and accurate report of the time spent by its Professionals for (a) the additions and/or revisions described above, and (b) the audit described in Exhibit H. Such report will contain the name of the Professional(s), the nature of the work, and the amount of time spent on each task.

4.4.2. Audits for 2009 and Beyond.

4.4.2.1. Beginning with Registry’s 2009 fiscal year, and in every year of the Term thereafter, Registry will engage, at its own expense, an independent auditor to issue a SAS-70 Type II report, which will include an opinion on the Registry’s controls surrounding the CSC service. Registry will provide this report to CTIA annually, within fifteen (15) days of receipt of the report from the independent auditor, and in no event later than one hundred twenty (120) days after the end of Registry’s fiscal year. In the issued report, the auditor will express an opinion on (1) whether the Registry’s description of controls surrounding CSCs present fairly, in all material respects, the relevant aspects of the Registry’s controls, (2) whether the controls were suitably designed to achieve specified control objectives, and (3) whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives were achieved during the period specified. The control descriptions and control objectives contained in the SAS-70 Type II report must be mutually agreed to and reasonable given the audit requirements and the types of services being performed.

4.4.2.2. In addition, Registry shall conduct Agreed Upon Procedures (“ AUP ”) with respect to whether the CSC Fees and Royalties reported by Registry to CTIA during the year were properly stated. As part of the AUP, Registry’s auditor will recalculate the CSC fees and Royalties to determine whether they conform to the actual CSC Fees received by Registry and the

Amended and Restated Common Short Code License Agreement

Royalties paid out to CTIA and that the procedures performed by Registry to calculate the Royalties were in accordance with the Agreement. The agreed upon procedures contained in the AUP report must be mutually agreed to and reasonable.

4.4.2.3. The parties will agree on controls and processes for the SAS-70 Type II Report as well as the agreed upon procedures contained in the AUP report according to the following procedures:

4.4.2.3.1. A high-level description of the processes that will be covered in the SAS 70 Type II and AUP reports, which has been agreed to by the parties, is attached hereto as Exhibit I.

4.4.2.3.2. Registry will prepare detailed control objectives and descriptions for each process, and will present them to CTIA by July 15, 2008. CTIA, Registry, and each party’s internal auditors will meet to discuss the objectives and descriptions, with the first meeting occurring no later than August 15, 2008. The parties will work in good faith to complete the control descriptions and objectives by September 30, 2008.

4.4.2.4. SAS-70 Type II Review.

4.4.2.4.1 If the Registry’s independent auditor issues a qualified report in any annual audit, CTIA will have the right, at its sole expense, to have its own auditor review and test the controls applicable to those exceptions giving rise to the Qualified Report (“ Qualified Exceptions ”). Registry will, within a commercially reasonable period, remedy the control environment that gave rise to the Qualified Exception and, if warranted by the Qualified Exception, revise the control descriptions and objectives agreed upon under section 4.4.2.1. CTIA or its auditors will have the right to review the actions take by Registry to remedy any Qualified Exception. Although an act or omission giving rise to a Qualified Exception may constitute a breach of this Agreement for which the remedies contained in the Agreement may be available, the mere existence of a Qualified Report or the inclusion of a Qualified Exception in the

Amended and Restated Common Short Code License Agreement

Qualified Report will not by itself constitute a breach of this Agreement.

4.4.2.4.2. If the Registry’s independent auditor determines that there are exceptions, weaknesses and/or deficiencies that do not merit the issuance of a Qualified Report (collectively the “ Non-material Exceptions ”), Registry shall provide to CTIA a copy of its management response to such Non-material Exceptions and shall, upon written request by CTIA, meet with CTIA and CTIA’s external auditors, to discuss its response and any actions Registry may take, if necessary, to mitigate the Non-material Exceptions. In addition, Registry will request that its independent auditor be available to CTIA and its external auditors to discuss such Non-Material Exceptions. CTIA will have the right to have its own auditor review and test the control(s) applicable to such Non-material Exceptions; provided, however, that in the event that such review and/or testing results in an amount of time spent by Registry’s Professionals for preparation, support, or implementation in excess of sixteen (16) hours, such hours in excess of sixteen (16) hours shall be billed to CTIA at Registry’s then current rate set forth in Exhibit A. If Registry requests such fees, it must provide a detailed and accurate report of the time spent by its internal Professionals for the review and/or testing described above. Such report will contain the name of the Professional(s), the nature of the work, and the amount of time spent on each task. Although an act or omission giving rise to a Non-material Exception may constitute a breach of this Agreement for which the remedies contained in the Agreement may be available, the mere existence of a Non-material Exception will not by itself constitute a breach of this Agreement.

4.4.2.5 AUP Report Review. If the Registry’s independent auditor determines that there are exceptions in the AUP report: (a) Registry shall provide to CTIA a copy of its management response (if applicable) to such AUP exceptions, meet with CTIA and CTIA’s external auditors, to discuss its response and any actions Registry may take, if necessary, to mitigate the exceptions, and (b) CTIA will have the right to have its own auditor re-perform the AUP at CTIA’s expense.

Amended and Restated Common Short Code License Agreement

4.4.2.6. During the Term the parties will make mutually agreeable changes to the control descriptions and objectives for the SAS 70 Type II Report and AUP as warranted by changes to the CSC program or applicable auditing standards.

4.4.3. CTIA’s Independent Right to Review.

4.4.3.1. CTIA shall have the right, upon thirty (30) days’ prior written notice to Registry, to cause an independent certified public accountant to inspect and review written records reasonably related to the application, registration, approval, billing, and financial records associated with the collection of Registry Fees and payment of CSCA Royalties to CTIA (“ Records ”). CTIA’s right to conduct such reviews is independent of sections 4.4.1 and 4.4.2 above. Such reviews may occur no more than two (2) times per calendar year, unless the Parties mutually agree to additional reviews. The costs of such reviews shall be paid by CTIA; provided, however, that if inspection reveals an underreporting of five percent (5%) or more of any fee category or CSCA Royalties due, Registry shall pay the reasonable third-party costs for the review and any underpayment plus interest. Interest shall be calculated at the rate of three quarters percent (.75%) per month, or at the highest rate allowed by law, whichever is lower, from the date payment was due Licensor to the date the underpayment is discovered. If Registry disagrees with the results of the review, Registry and Licensor shall resolve the dispute in accordance with the provisions of Article 19 below. Registry shall make such payments to CTIA by no later than that (i) fifteen (15) days following the discovery of the underpayment or (ii) fifteen (15) days following the resolution of any dispute confirming the underpayment, whichever later. CTIA’s right to a review of records related to CSC service by an independent auditor shall continue for two (2) years after the expiration or termination of this Agreement.

4.4.3.2. During any review conducted under this section 4.4., CTIA’s independent auditor shall have the right to make copies or receive extracts of Records. The independent auditor shall treat all information provided under this section as Confidential Information and shall use such information solely for the purposes of determining whether the Registry Fees and Royalties were properly stated and paid to CTIA.

Amended and Restated Common Short Code License Agreement

4.5. Records Disputes. During any review conducted under Section 4.4., CTIA’s independent auditor may request to review any Records. If the Registry is unwilling to provide any of those items, then, at Licensor’s request, Registry will meet to discuss the auditing procedures under the internal dispute resolution terms of section 19.1; provided, however, that in no event shall Registry be required to make available any internal or external audit work papers.

4.6 Record Retention. Registry shall maintain complete, clear, and accurate Records.

4.7. Additional Hours . For any additional Registry professional fees to be charged to CTIA under this Article 4, Registry must provide to CTIA an estimate of the number of professional hours required. If CTIA believes that the estimate is unreasonable, or if the number of hours billed materially exceeds the estimate, then CTIA may invoke the internal dispute resolution terms of section 19.1.

5. INDUSTRY-RESERVED RIGHTS .

5.1. Approval of Licensee . The Common Short Code Working Group, acting on behalf of the participating members of the wireless telecommunications industry, has consented to CTIA’s licensing of NeuStar, Inc. to act as the Registry of CSCs pursuant to this Agreement. CTIA’s Board of Directors retains the right, exercisable as the full Board or through its Executive Committee, to approve any assignment by Registry of its rights and obligations under this Agreement pursuant to Article 15 below, and any grant of a license to use the CSC Registry Rights to a successor provider of Registry Services in connection with the termination of this Agreement pursuant to Article 16 below.

5.2. Regulatory and Legislative Considerations . As described in Article 18 below, the CSC Service Users are or may be subject to certain federal and state laws and regulations promulgated thereunder, as well as rules, regulations, orders, opinions, decisions and possible approval of the FCC and other regulatory bodies having jurisdiction or delegated authority over CSC Service Users and the CSC Service. CTIA’s Board of Directors or its Executive Committee, acting on behalf of the participating members of the wireless telecommunications industry, has retained the right to direct CTIA, acting as the Common Short Code Administrator, to seek changes and modifications to this Agreement or to the Registrant

Amended and Restated Common Short Code License Agreement

Sublicense Agreement to reflect such regulatory and legislative considerations in accordance with Articles 9 and 18.

5.3. Technology Changes . The CTIA’s Board of Directors or its Executive Committee, acting on behalf of the participating members of the wireless telecommunications industry, has retained the right to direct CTIA, acting as the Common Short Code Administrator, to seek changes and modifications to this Agreement or to the Registrant Sublicense Agreement to reflect the experience of members of the industry in the provision of Registry Services or to reflect subsequent improvements in available technology that, in either case, indicate that changes should be made to the then-existing functionality of Registry Services. Any such changes or modifications shall be in accordance with Article 9 of this Agreement.

6. REGISTRY SERVICES .

6.1. In General . In accordance with the license granted by this Agreement, Registry represents that it shall provide the Registry Services in the manner described in this Article 6 and will use the Licensed Materials only to provide Registry Services in the manner so described. In addition, Registry represents that it shall provide the Registry Services and other services directly related to the provision of Registry Services, to CSC Service Users and Visitors, according to the applicable terms and conditions of this Agreement and, where applicable, in accordance with the Assignment Guidelines set forth in Exhibit D. CTIA may make changes to the Assignment Guidelines by sending notice of such changes to Registry. Registry shall comply with such changed Assignment Guidelines, provided that, if the changes affect Registry or constitute Additional Services under section 9.1, then such changes are subject to mutual agreement under the procedures in section 9.1. Registry may use the Licensed Materials for the provision of Routing Services, provided that such use is consistent with the licensed granted under this Agreement. Furthermore, Registry will not utilize the Licensed Materials for any other purpose (other than as set forth in this Agreement) except to provide additional services authorized from time to time by the execution of an amendment to this Agreement permitting the use of the Licensed Materials in connection with such additional services, as contemplated by Article 9. Registry also represents that it shall maintain the Registry Database, collect and process CSC applications and registrations, and provide access by the

Amended and Restated Common Short Code License Agreement

Carriers to the Registry Database in accordance with the Assignment Guidelines. CTIA in no way represents itself as guarantor of the quality of the Registry Services to be provided by Registry.

6.2. Leases of CSCs . Individual CSCs will be leased by Registry at a rate per calendar month, for a minimum of three (3) months, to qualified CSC participants. CSCs shall be offered in three (3), six (6) and twelve (12) month terms.

6.3. Types of CSCs.

6.3.1. In General . The specific CSCs available for the catalog shall be as set forth in the Assignment Guidelines, and shall be assigned by Registry on a first-come, first-served basis from the list of available CSCs. The Parties may mutually agree to modify the form, type and range of such CSCs pursuant to an amendment to this Agreement in accordance with Article 9 of this Agreement.

6.3.2. RESERVED.

6.3.3. Random CSCs. Unless an Applicant selects one of the CSCs listed in Section 6.3.4, all CSCs shall be assigned on a random basis.

6.3.4. Selected CSCs . Selected CSCs shall be those CSCs that are specifically requested by an Applicant and Registered by a Registrant. Assignment of these CSCs shall be on a first-come, first-served basis, provided that those CSCs are available.

6.3.5. Carrier Reserved CSCs. Carriers may request CSCs that are otherwise available to be excluded or removed from the general pool of registration. Carriers may return Carrier Reserved CSCs to the available pool of CSCs at any time. Nothing in this Agreement is intended to limit a Carrier’s use of Carrier Reserved CSCs within the pool of CSCs utilized through CTIA for the purpose of conducting their own promotions and campaigns and may offer access to other carriers of such codes to further such promotions and campaigns; provided however, that nothing under this subsection is intended to allow carriers to reserve CSCs for Third Party sponsored campaigns or promotions.

Amended and Restated Common Short Code License Agreement

Registry shall have no obligation to verify whether a Carrier has reserved CSCs for Third Party sponsored campaigns or promotions, but will have an obligation to ensure that Carrier-Reserved CSCs are removed from the general pool of registration.

6.4. Process for Obtaining a CSC. The process for applying for and registering a CSC shall be as set forth in the Assignment Guidelines. The Parties may mutually agree to change, modify or alter such process at any time.

6.4.1. Registrant Sublicense Agreement

6.4.1.1. Registry shall enter into a registrant sublicense agreement with each Registrant (“ Registrant Sublicense Agreement ”) (a) granting the Registrant the right to access individual CSCs for the specified term, and (b) entitling the Registrant to the applicable Registry Services. The Registrant Sublicense Agreement shall initially be in the form attached to this Agreement as Exhibit B and may only be modified by Registry with the consent of CTIA, which consent shall not be unreasonably withheld. Registry shall have the exclusive authority to enforce the terms and conditions of such Registrant Sublicense Agreement.

6.4.1.2. Registry shall be entitled to charge and collect the Registry Fees set forth in Exhibit C-1 and shall timely invoice and collect the Registry Fees from the Registrants. Registry reserves the right to amend the Registry Fees throughout the term of this agreement, provided that CTIA consents to such modifications, which consent shall not be unreasonably withheld. In addition, the prices may be increased through an amendment to this Agreement as approved by the Parties, with such approval not to be unreasonably withheld, to reflect demonstrated increases in the net costs of providing Registry Services arising from (a) new or revised specifications or policies adopted after the Effective Date, or (b) legislation or regulations specifically applicable to the provision of Registry Services adopted and in force after the Effective Date, to ensure that Registry recovers such costs and a reasonable profit thereon.

6.5. RESERVED.

Amended and Restated Common Short Code License Agreement

6.6. CSCA Website.

6.6.1. During the Term of this Agreement, and any Subsequent Term, Registry shall maintain and host the www.usshortcodes.com website, on which Registry Services are provided to CSC Service Users (“ CSCA Website ”). The Parties shall mutually agree on the format, design and look and feel of the CSCA Website. In addition to links to the CTIA Site, the CSCA Website shall contain links to Registry’s website, located at www.neustar.biz along with references to “NeuStar, Inc.” serving as the Registry for CSCs.

6.6.2. Registry agrees that it shall maintain the CSCA Website in accordance with the Service Levels, use commercially reasonable efforts to keep the CSCA Website free from defects in materials and workmanship, and remedy any failure of the CSCA Website, any other malfunction, defect or non-conformity in the product specifications and functions that impairs use of the CSCA Website in accordance with the Service Level Agreement, set forth in Exhibit F. Except as set forth in Section 16.2, the remedies set forth in the Service Level Agreement shall be the sole and exclusive remedies for violations of the Service Levels.

6.6.3. CTIA shall provide to Registry a reasonable privacy policy for use in connection with the CSCA Website. Such privacy policy will be posted conspicuously at the CSCA Website. Registry shall collect, use, store, access and share personal information collected through the CSCA Website or otherwise in the performance of the Registry Services in accordance with privacy policy and in compliance with applicable law. Registry shall be responsible for any Unauthorized Access or any other unauthorized use or sharing of such personal information. Registry shall use at least industry standard administrative, technical, and physical safeguards intended to prevent Unauthorized Access.

6.6.4. As between CTIA and Registry, CTIA, on behalf of all participating Carriers, owns all right, title, and interest in the www.usshortcodes.com domain name, including any trademarks, copyright or other intellectual property rights associated with the www.usshortcodes.com domain name. Registry neither has, nor shall acquire, any rights to the www.usshortcodes.com domain name except the right to use it in order to meet its obligations under this Agreement.

Amended and Restated Common Short Code License Agreement

6.6.5 The www.usshortcodes.com domain name shall reside in a domain name registration account maintained by CTIA. CTIA will be listed as the domain name registrant and the technical, administrative, and billing contact in such account, and Registry will be listed as the “Account Exec” in the current GoDaddy domain account, or an equivalent position if the domain name is moved to any other domain registrar.

6.6.6. CTIA will notify Registry of any changes or modifications in the registration information for the usshortcodes.com URL that CTIA institutes during the term of this Agreement, including any changes to the name servers and/or associated IP addresses (such information, the “ URL Information ”); provided that CTIA shall provide advance notice of any changes or modifications to the name servers and/or associated IP addresses. Registry shall not be liable for any demands or claims brought by a Third Party against CTIA or Registry if the CSCA Website becomes unavailable as the result of CTIA’s failure to notify Registry of CTIA’s changes or if CTIA modifies the URL Information. In addition, CTIA acknowledges that its failure to notify Registry of CTIA’s changes, or if CTIA modifies the URL Information, such actions may materially affect the provision of Registry Services. In addition, the Parties shall cooperate to keep all URL Information accurate and up-to-date, and shall comply with any obligations set forth in the registration agreement with the selected domain name registrar. Therefore, Registry shall not be liable to the CTIA for any breach of this Agreement as the result of CTIA’s failure to notify Registry of CTIA’s changes, CTIA’s modifications to the URL Information, and for CTIA’s non-compliance with its registration agreement.

6.6.7. Branding and Website Guidelines. CTIA and Registry have agreed on Branding and Website Guidelines, which are basic guidelines regarding use of colors, logo(s), types of images, and branding on the CSCA website as well as in HTML service e-mails from the CSCA to CSC Users. The initial such guidelines are attached hereto as Exhibit J. Registry will ensure that the CSCA Website, service e-mails, and any other materials created or published in connection with the CSC Services are consistent with the Branding and Website Guidelines.

6.6.8. Changes to the Registry Services and CSCA Website. Registry will not make any changes to the CSCA Website, registry operation, or the navigation of a customer’s experience throughout the lease of a CSC, except as follows:

Amended and Restated Common Short Code License Agreement

6.6.8.1. Category 1 Changes.

6.6.8.1.1. Subject to the requirements of section 6.6.8.1.2 below, Registry may make the following changes without advance consent by CTIA, so long as it provides notice to CTIA of such change:

6.6.8.1.1.1. Existing Copy on Website — Registry may make copy changes and editing to the content of the CSCA Website if such changes are intended to improve the language or grammar, or to update the content that relates to description of the existing CSC programs, provided that such changes are consistent with the requirements of Exhibit J;

6.6.8.1.1.2. CSC Directory — Registry may continue to optimize the CSC Directory’s technical capability to increase ease of use;

6.6.8.1.1.3. Resource Center — Registry may continue to grow and add to the resource center, including adding articles, whitepapers, and other resources related to Common Short Codes, except that any such resources that mention or relate to the Related Services or other services offered by Registry must be approved under the Category 2 process specified below. CTIA has the right to direct Registry to add similar content to the resource center, which Registry agrees to add as soon as reasonably practical, but in no event later than five (5) Business Days after such request.

6.6.8.1.1.4. General Notices — Registry can post notices relevant to planned service outages and other general operational information related to the operation of the CSC Registry or the CSCA Website, including Applicants’ and/or Registrants’ accounts.

6.6.8.1.2. For the Category 1 changes listed above, Registry must provide reasonable written notice of the proposed change (including the specifics of such proposed change). Registry shall be allowed to make such change at its discretion. If CTIA objects to a Category 1 change, CTIA will provide a detailed explanation and may offer a proposed rewrite of such changes to make the proposed changes acceptable to the CTIA.

Amended and Restated Common Short Code License Agreement

Registry must promptly reverse the change until the parties resolve the dispute. The Parties shall then arrange for a conference call, no later than two (2) Business Days after Registry’s receipt of such objection, to resolve the dispute.

6.6.8.2. Category 2 Changes.

6.6.8.2.1. Subject to the requirements of section 6.6.8.2.2. below, Registry may make the following changes after providing ten (10) Business Days’ prior notice to CTIA.

6.6.8.2.1.1. Website tuning — Registry may make CSCA Website navigation cleaner and more relevant to the visitor. This includes adjustments to the navigation buttons, pull down items, hotlinks, graphics, mapping, etc.;

6.6.8.2.1.2. Search — Registry can continue to improve the search capability;

6.6.8.2.1.3. Registry may make substantive changes to the content of the CSCA website related to the policies and procedures of obtaining a CSC;

6.6.8.2.1.4. Registry may make changes to the Aggregator Tier 1, Tier 2 and Tier 3 listings;

6.6.8.2.1.5. Registry may make substantive changes to the content under the “Obtain a Code” tab on the CSCA Website;

6.6.8.2.1.6. Registry may include Registry press releases that are related to the provisioning of CSCs pursuant to this Agreement.

6.6.8.2.2. For the Category 2 changes listed above, CTIA shall have no more than ten (10) Business Days to substantively respond to written notice by stating either its acceptance of the proposed changes, or if there is an objection, a detailed explanation for the rejection. If, by ten (10) Business Days after CTIA’s receipt of Registry’s written notice of an intended Category 2 change, CTIA has not responded to Registry’s proposed Content Change, Registry may implement the Category 2 change.

Amended and Restated Common Short Code License Agreement

However, if at a later date CTIA objects to a Category 2 change, Registry must remove that Category 2 change as soon as reasonably practicable, but in no event later than five (5) Business Days after receipt of CTIA’s objection. If CTIA rejects a proposed Category 2 change, at Registry’s written request, CTIA will provide, within ten (10) Business Days of such written request, a detailed explanation and may offer a proposed rewrite of such changes to make the proposed changes acceptable to the CTIA. The Parties shall then arrange for a conference call within two (2) Business Days to resolve the dispute.

6.6.8.3. Category 3 Changes. Registry may not make any other changes without CTIA’s prior written approval, including without limitation:

6.6.8.3.1. Changes to the policies and procedures for obtaining a CSC or making payments to obtain a CSC;

6.6.8.3.2. Any new product or product enhancement to the CSC Registry functionality that requires a change to the Registrant Sublicense Agreement;

6.6.8.3.3. Any change to the Registrant Sublicense Agreement;

6.6.8.3.4. Substantive material changes to the Assignment Guidelines;

6.6.8.3.5. Any changes to the Exhibits;

6.6.8.3.6. Any changes to a CSC product offering that requires a change to the privacy policy, including any changes to the privacy policy;

6.6.8.3.7. The addition of articles, whitepapers and other resources to the Resource Center if those resources mention or relate to any services offered by Registry, including Related Services; and

6.6.8.3.8. Any changes or additions to the fields of data provided by CSC Service Users or Visitors.

Amended and Restated Common Short Code License Agreement

6.7. Reserved Rights by the Registry . In addition to the reservation of right for the Registry in the Registrant Sublicense Agreement, the Parties acknowledge that Registry shall have the right to suspend access to the Registry Services by any CSC Service User, including but not limited to, a Carrier, that either (i) acts in a manner that is inconsistent with the Assignment Guidelines, or (ii) acts in a manner which prevents the Registry from performing its obligations under this Agreement and the Assignment Guidelines. In the event of such a suspension of a Carrier, Registry shall (a) consult with the CTIA regarding such action; and (b) offer such Carrier a reasonable period to cure such actions; provided that such actions by the Carrier do not threaten the stability or integrity of the Registry Services, as determined by Registry, in its sole discretion. In addition, Registry shall consent to an expedited dispute resolution process similar to the process set forth in Section 19.2 with any Carrier that disputes a suspension as set forth in this Section 6.7.

6.8. Code of Conduct . Registry shall comply with its Code of Conduct attached as Exhibit E. Any changes to that Code of Conduct will require CTIA’s approval.

6.9. Provision of Registry Services; Service Level Adjustments. Registry shall use commercially reasonable efforts, which shall be no less than the prevailing industry standard for the performance of comparable Registry Services, to ensure that it provides the Registry Services in accordance with the Services Levels, attached hereto and incorporated herein. In the event that Registry is unable to meet the Service Levels, Registry shall pay the associated Service Level penalty(ies) set forth in Exhibit F. Registry shall use commercially reasonable efforts to remedy any Service Level violation(s) expeditiously. Except in the case of Chronic Failure, as set forth in Section 16.2, the monetary penalty(ies) set forth in Exhibit F shall be the sole and exclusive remedy for failure to meet any of the Service Levels.

6.10. Data Escrow. All CSC Data will be backed up on a nightly basis either by full or incremental backups. Nightly backups will be contained in the automatic tape library providing a 24-hour worst case risk exposure. In addition, Registry shall combine each daily backup per month onto a monthly backup tape and will retain such tapes at a backup facility, at Registry’s sole discretion, for a period of no less than two (2) years from expiration or termination of this

Amended and Restated Common Short Code License Agreement

Agreement. Furthermore, Registry shall provide to CTIA a copy of such CSC Data once per month, or more often as the Parties mutually agree, in human (comma delimited ASCII) readable form.

6.11. Security/Unauthorized Access. Registry agrees to take reasonable steps to develop and maintain the security of the servers that hosts the CSCA Website, which measures shall not be less than the measures taken by Registry to protect the security and integrity of Registry’s website. In addition, Registry shall maintain and enforce safety and physical security procedures at a level consistent with the level of security provided with respect to any other comparable service provided to Registry’s customers. In the event Registry becomes aware of an Unauthorized Access to CSC Data or the Registry Services, Registry shall immediately (i) notify CTIA in writing; (ii) investigate the Unauthorized Access; and (iii) subject to reasonable access, security, and confidentiality requirements, provide CTIA and its respective designees with reasonable access to all resources and information in Registry’s possession as may be necessary to investigate the Unauthorized Access, including the results of such investigation.

6.12. Data Rights; New Services.

6.12.1 Related Services using Basic Account, CSCA Website, and CSC Directory Information.

6.12.1.1. Subject to the other provisions in the Agreement, and the confidentiality and privacy policy obligations in the Registrant Sublicense Agreement and the Common Short Code Administrator Privacy Agreement, Registry shall have the non-exclusive, royalty-free, limited right to use, solely for the purposes of providing Related Services: (i) [* * *], (ii) [* * *], and (iii) [* * *] (such data from subsections (i), (ii), and (iii), collectively the “ Licensed User Data ”). If Registrants have opted-in through the mechanisms specifically set forth in this Agreement and Exhibit K to allow Registry to retrieve the Licensed User Data from the [* * *], Registry may access the [* * *] to retrieve such information and may use the Licensed User Data as set forth in this Agreement. If Registrants have not opted in to allow Registry to access such Licensed User Data, Registry shall not access or use (a) the CSC Data to collect or use such information, or (b) any meta-data associated with CSC Data.

Amended and Restated Common Short Code License Agreement

6.12.2. Promotion of Related Services.

6.12.2.1. Promotion through the CSCA Website . Registry may promote or offer the Related Services through the use of hyperlinks and/or graphics containing hyperlinks in accordance with Exhibit K. Except for the above listed hyperlink placements, the Related Services may not be promoted or offered by Registry through any other means on the CSCA Website unless otherwise approved in writing by CTIA. Registry may not promote Related Services during the application process to lease a CSC, [* * *]. Subject to the restrictions in this Agreement, the content of such links shall be considered Category 1 changes as defined below, provided that the links conform to the requirements of Exhibit K. Registry’s right to place links is nonexclusive and, consistent with the requirements in Exhibit K, CTIA may grant Third Parties rights of placement on the CSCA Website, and may require that links to CTIA websites be placed on the CSCA Website.

6.12.2.2. Promotion of Related Service through means outside of the CSCA Website. [* * *] To that end, opt-in language shall be included on pages within the CSCA website, as provided in Exhibit K. Any such marketing or promotion of the Related Services shall meet the following requirements:

6.12.2.2.1. Registry will not send any marketing material to a CSC Service User unless that CSC Service User has opted-in to receive marketing material from Registry;

6.12.2.2.2. Marketing material sent by Registry must not contain any CSCA branding or logos, or any colors, images, text, or other content that might cause the recipient to believe that the CSCA is responsible for, or endorses, the Related Service or the marketing material;

Amended and Restated Common Short Code License Agreement

6.12.2.2.3. All marketing material must clearly state (a) that it is marketing a Related Service, (b) the nature of the Related Service, and (c) that Registry is the party offering the Related Service; and

6.12.2.2.4. All marketing materials must comply with any applicable laws.

6.12.3. Effective Date of Data Rights and New Services. The rights granted to Registry under this section 6.12. will not take effect until January 1, 2009.

6.12.4. Limitations.

6.12.4.1. Registry shall not use the Licensed User Data for any purpose other than providing the Related Services, and only as set forth in this Agreement.

6.12.4.2. Registry may not use any CSC Data or Licensed User Data to offer, market, or provide any system of common or carrier-specific short codes, other than the Registry Services provided under this Agreement. Nothing in this Section 6.12.4.2. shall be interpreted to mean that Registry may not offer, market or provide any service that competes with the services provided hereunder, provided that: (1) the offering of such services do not utilize Licensed User Data or CSC Data, (2) such services are not promoted by the Registry on the CSCA Website; and (3) through the processes set forth in Article 9, the Registry shall allow CTIA to expand the CSC Data collected by the Registry to include the types of CSC Data collected by Registry for its own CSC monitoring services or other CSC services; provided, however, that nothing herein shall (a) require Registry to turn over any data it has collected from its own monitoring or other services or (b) restricts Registry from continuing to collect and use such data through sources outside of the performance of Registry Services.

6.12.4.3. No Licensed User Data shall be provided to Registry from the CSCA website or database unless Registry obtains a specific opt-in from an Applicant or Registrant, which may be obtained through the process set forth in section 6.12.2 above.

Amended and Restated Common Short Code License Agreement

6.12.5. Registry shall indemnify CTIA, under the procedures set forth in section 12.2 of this Agreement, for all claims arising from the Related Services, including the content of the links to Related Services or any articles, whitepapers or other content about the Related Services (even if such content is reviewed and/or approved by CTIA).

6.12.6. Reports on the use of the Licensed User Data . Within fifteen (15) days of the end of every calendar month in which Registry offers Related Services, Registry will provide to CTIA a report that contains a general description of each Related Service offered by Registry and the categories of Licensed User Data used in each such Related Service.

6.12.7. Equal Access to Advertising and Opt-Ins. If CTIA grants to any Third Party a right to advertising or opt-in placement in the places on the CSCA Website in which Registry may place advertising and/or opt-ins (as listed in Exhibit K), then CTIA shall either (a) require that such Third Party adhere to the restrictions on advertising and opt-ins stated in this Agreement and in Exhibit K, or (b) offer Registry the same level of advertising and opt-in restrictions offered to such Third Party for the duration of the Third Party’s advertising or opt-placement. If CTIA grants to any Third Party a right to advertising or opt-in placement in confirmation emails or in places on the CSCA Website in which Registry may not place advertising and/or opt-ins under this Agreement, then CTIA shall offer to Registry the right to such placement under the same terms, conditions, and restrictions (e.g., frequency, size, price, and advertisement or opt-in type) granted to such Third Party.

6.13 Carrier Working Group . CTIA will host Carrier working group meetings. The participants in such meetings will be Registry, CTIA, and those Carriers who participate in the CSC program and elect to participate in the working group meetings. To the extent possible, two (2) in-person meetings per year shall be held during (or immediately prior to or after) CTIA’s existing industry events. CTIA will host at least two additional meetings per calendar year by phone or in person.

Amended and Restated Common Short Code License Agreement

Registry’s attendance and participation in the meetings will be at its own expense.

6.14 Marketing Fund. CTIA and Registry shall discuss the establishment of a marketing fund to be used for direct, out-of-pocket expenses related to education, promotion, and generation of awareness of CSCs.

6.14.1. Neither party will be obligated to contribute to the marketing fund if the parties cannot agree on a marketing plan.

6.14.2. If a marketing plan is approved, the parties will meet at least once per quarter, by phone or in person, to discuss the success of the marketing plan.

7. OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY .

7.1. Ownership of CSC Registry Rights. As between CTIA and Registry, CTIA shall, on behalf of all Participating Carriers, own all right, title and interest in the CSC Registry Rights, including the CSC Data, the Assignment Guidelines and CSC Enhancements and the Intellectual Property and Documentation associated with them, but excluding Registry IP set forth in Section 7.3. Registry shall acquire no rights, including Intellectual Property rights, title or ownership in the CSC Registry Rights, including the CSC Data and the CSC Enhancements, by virtue of the License granted by this Agreement or by virtue of its use of the CSC Registry Rights, except the right to use the CSC Registry Rights in accordance with this Agreement. Except as may be provided otherwise by this Agreement, all uses of the CSC Registry Rights by Registry shall inure to the benefit of CTIA on behalf of the Participating Carriers.

7.2. Enforcement of Ownership of CSC Registry Rights . Registry acknowledges that irreparable damage would result from unauthorized use of the CSC Registry Rights and that CTIA would have no adequate remedy at law to redress such a breach. Therefore, Registry agrees that, in the event of such a breach, specific performance and/or injunctive relief, may be awarded by a Court of competent jurisdiction. Such relief may be obtained without the necessity of a bond.

Amended and Restated Common Short Code License Agreement

7.3. Ownership of Other Intellectual Property. Registry shall own Intellectual Property created by or for Registry in the performance of the Registry Services pursuant to the License, including the Registry Software, Registry Database, Maintenance Modifications, and Enhancements and Documentation related thereto, but excluding CSC Enhancements, CSC Data, the Assignment Guidelines and the CSCA Website and related Documentation (“ Registry IP ”). CTIA shall acquire no rights, including Intellectual Property rights, title or ownership in the Registry IP by virtue of its use of such service, except the right to use the Registry IP in accordance with this Agreement. Except as may be provided otherwise by this Agreement, all uses of the Registry IP by CTIA shall inure to the benefit of Registry.

7.4. Enforcement of Ownership of Registry IP . CTIA acknowledges that irreparable damage would result from unauthorized use of the Registry IP and that Registry would have no adequate remedy at law to redress such a breach. Therefore, CTIA agrees that, in the event of such a breach, specific performance and/or injunctive relief, without the necessity of a bond, may be awarded by a Court of competent jurisdiction.

7.5. Ownership of CSCA Website . CTIA shall own all right, title and interest in the content, branding and “look and feel” of the CSCA Website, including the html code underlying such elements, and in all Intellectual Property and Documentation associated with those elements, but excluding Registry IP.

7.6. Use of Registry’s Logo by CTIA . Registry hereby grants to CTIA a non-exclusive, worldwide, royalty-free license during the term of this Agreement: a) to state that Registry has been designated as the CSC Registry for the provision of CSCs, (b) to use a logo specified by Registry to signify that it is designated as such, and (c) to link to pages and documents within the Registry web site. Nothing in this Agreement shall be construed as granting to CTIA a license to use any of Registry’s logos, trademarks, service marks, copyrighted materials or patents (collectively, Registry’s Intellectual Property), except as expressly set forth herein. CTIA shall not modify or alter any of Registry’s Intellectual Property without the express written permission of Registry. Any uses, modifications or alteration of Registry’s Intellectual Property shall be the sole property of Registry and shall accrue to the benefit of Registry exclusively.

Amended and Restated Common Short Code License Agreement

7.7. Press Releases. The Parties shall mutually agree upon joint press releases, provided, however, that Registry press releases that merely mention NeuStar, Inc.’s role as the CSC Registry do not require notice or consent of CTIA. Press releases related to CSCs, Registry Services, and related matters must mention CTIA first and Registry second. The initial reference to CTIA will use CTIA’s full name, CTIA – The Wireless Association ^® .

8. CSC SERVICE USERS PROBLEM RESOLUTION .

Registry shall provide a “Help Desk” to CSC Service Users to (i) help CSC Service Users in answering routine questions and resolving problems with respect to use of the Registry Services and (ii) enable CSC Service Users to report any failure of the Registry Services. In addition to telephone access, the “Help Desk” shall also include access by means of electronic mail service. The Help Desk shall be made available seven (7) days a week, twenty-four (24) hours a day. Registry shall provide personnel to answer the Help Desk during Normal Business Hours and will have personnel on call for calls to the Help Desk during all other hours. All common carrier charges incurred by CSC Service Users and all costs of telephone and terminal equipment incurred by CSC Service Users shall be the responsibility of the CSC Service Users using the Help Desk. Registry shall make a diligent effort to promptly acknowledge and respond to CSC Service Users’ contacts to the Help Desk.

9. ADDITIONAL SERVICES.

9.1. Requested by CTIA . During the term of this Agreement, CTIA may request that Registry provide new or additional services to CSC Service Users or make certain changes in the Registry Services to CSC Service Users , including, without limitation, (i) the addition of new or different functionality to the Registry Services, (ii) a modification, reduction or expansion of existing functionality of the Registry Services, (iii) the offering of additional support, training, consulting services or any other addition to or modification or expansion of the Registry Services, (iv) an increase or decrease in any new or additional services or changes previously requested pursuant to this Article 9, or (v) CSC routing services (collectively (including changes, modifications and reductions) “Additional Services”). CTIA will initiate its request for Additional Services by delivering a proposal to Registry detailing the Additional Services being requested and any requirements to be met.

Amended and Restated Common Short Code License Agreement

Registry may request further information or clarification, if needed by Registry, to formulate a response. Within three (3) weeks (or such longer or shorter period mutually agreed to by the Parties) after Registry’s receipt of CTIA’s request (or, if later, Registry’s receipt of any information or clarification requested by it), Registry shall respond with a proposed amendment to this Agreement, which shall be prepared and finalized in accordance with the requirements of this Article 9. As part of its response to any request from CTIA for Additional Services that CTIA states are intended to benefit more than one CSC Service User, Registry shall offer: (1) a price if paid by CSC Service Users by a specified date, and (2) a price if paid by CSC Service Users over the remaining term of this Agreement. Registry shall perform changes in Registry Services pursuant to this section 9.1 on a time and materials basis at no more than the blended rate listed on Exhibit A.

9.2. Proposed by Registry. During the term of this Agreement, Registry may propose Additional Services to CTIA and/or CSC Service Users, including without limitation Enhancements developed by Registry arising out of its own research and development or in connection with a request for services from a CSC Service User. Registry will initiate this process by delivering a proposal to CTIA detailing the Additional Services being proposed. If CTIA wishes to accept the proposal for Additional Services, it shall notify Registry in writing, and Registry shall respond within three (3) weeks (or such longer or shorter period mutually agreed to by the Parties) with a proposed amendment to this Agreement. The proposed Amendment shall be prepared and finalized in accordance with the requirements of this Article.

9.3. Changes Pursuant to Agreed-Upon Changes in Service Levels. During the term of this Agreement, CTIA and Registry may agree upon a change in Service Levels that would necessitate the rendering of Additional Services. In such cases, Registry shall prepare for CTIA a proposed amendment to this Agreement, which shall be prepared and finalized in accordance with the provisions of this Article.

9.4. Amendment relating to Additional Services. Each proposed amendment to this Agreement submitted by either Party pursuant to this Article shall be specifically identified as being proposed pursuant to this Article 9, and shall set forth at least the following:

Amended and Restated Common Short Code License Agreement

9.4.1. Description of the work to be performed by Registry, with reference to the requirements for the Additional Services or Enhancements, if any;

9.4.2. Identification of ownership in the related Documentation or other materials.

9.4.3. Delivery schedule for performance and completion of the work and initiation of the Additional Services, including milestones and delivery dates, where appropriate;

9.4.4. Completion and acceptance criteria (including testing procedures and quality standards);

9.4.5. Designation of the names of the key personnel of Registry;

9.4.6. Any changes to the fees to be charged to CSC Service Users, and the schedule of effective date(s) for said changes in the fee structure; and

9.4.7. Identification of any impact on Service Levels, including proposed revisions thereto.

Upon receipt of Registry’s proposal under this Article 9, CTIA will review the proposed amendment and may request changes and modifications. Registry will then prepare a final amendment containing the provisions agreed upon by both Parties. Upon CTIA’s acceptance of the final amendment submitted by Registry, the amendment shall be executed by both Parties. All terms and conditions of this Agreement shall remain in effect except to the extent specifically changed by such an amendment. Once an amendment to this Agreement prepared pursuant to this Article 9 has been executed by each Party, the terms and conditions of that amendment shall supersede any prior terms and conditions of this Agreement (including the terms and conditions of any prior amendment to this Agreement) that are inconsistent with the terms and conditions of that amendment. If a proposed amendment is never finalized between the Parties, the requested or proposed Additional Services (including, without limitation, any Enhancement) will not become a part of the Registry Services.

Amended and Restated Common Short Code License Agreement

10. INDEPENDENT CONTRACTOR .

Each Party acknowledges that the relationship between CTIA and Registry is that of an independent contractor. This Agreement creates no agency, partnership, joint venture or employment relationship between the Parties. Personnel utilized by Registry in the performance of Registry Services (hereinafter “ Registry’s Employee(s) ”) shall at all times remain under Registry’s exclusive control and direction and shall be employees of Registry and not employees of CTIA or of any partnership or joint venture between CTIA and Registry. Registry further acknowledges that it is not considered an affiliate or subsidiary of CTIA, and is not entitled to any employee rights or benefits of CTIA. CTIA also acknowledges that it is not considered an affiliate or subsidiary of Registry and is not entitled to any employee rights or benefits of Registry. Neither Party shall have any power or authority to act for or on behalf, bind or commit the other. Nothing in this Agreement shall be deemed to render CTIA liable for any of the debts or obligations of Registry that Registry may have to any Third Party nor shall be deemed to render Registry liable for any of the debts or obligations of CTIA that CTIA may have to any Third Party.

11. INFORMATION .

11.1 Definition of Confidential Information . In carrying out the intentions and obligations of this Agreement, Registry may come into possession of proprietary and confidential information of CTIA and CTIA may come into possession of proprietary and confidential information of Registry. For purposes of this Agreement, proprietary and confidential information, includes, without limitations, software, proprietary aspects of the functional requirements and the systems interface, pricing and financial information and customer records of either Party or of any CSC Service Users or Visitors, know-how, procedures, membership data, marketing information, methods of operation, business plans and procedures, marketing and advertising plans, and computer programs and source codes, collectively referred to as “ Confidential Information .” The Disclosing Party shall have the right to correct any inadvertent failure to designate information as “confidential” and/or “proprietary” by written notification to the Receiving Party. The Receiving Party shall, from that time forward, treat such information as Confidential Information under this Agreement.

Amended and Restated Common Short Code License Agreement

11.1.1 Exclusions . The Confidential Information does not include any information that: (i) was known to the Receiving Party prior to its disclosure hereunder by the Disclosing Party; (ii) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; (iii) is or becomes publicly known through no wrongful act of the Receiving Party; (iv) has been rightfully received from a Third Party authorized to make such disclosure without restriction; (v) has been approved for public release by the Disclosing Party’s prior written authorization; or (vi) must be produced or disclosed pursuant to applicable law, regulation or court order, provided that the Receiving Party provides prompt notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.

11.1.2. Obligations . The Receiving Party agrees not to disclose Confidential Information of the Disclosing Party to any Third Party without the Disclosing Party’s express written permission. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those employees, contractors, representatives and agents who have a need to know such Confidential Information. The Receiving Party shall hold Confidential Information in strict confidence, and use at least the same degree of care as it uses to safeguard its own most confidential and proprietary information so as to insure that no unauthorized person has access to it. The Receiving Party may use Confidential Information of the Disclosing Party only for purposes of fulfilling its obligations under the Agreement or as permitted under the Agreement. All Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall not use or commercially exploit the Disclosing Party’s Confidential Information, or any portions thereof, except for fulfilling the obligations under the Agreement.

11.2. Return or Destruction of Confidential Information. Upon the request of the Disclosing Party, which may be made at any time, the Receiving Party shall return (with respect to CSC Data, in the form and on the media then in use) to the Disclosing Party, or, at the option of the Disclosing Party, shall destroy or permanently erase, the Confidential Information provided by the Disclosing Party and all copies thereof (in written, electronic or other form), and shall destroy or permanently erase any information and materials developed by it based on the Disclosing Party’s Confidential Information.

Amended and Restated Common Short Code License Agreement

Notwithstanding anything to the contrary above, Registry shall not return or destroy CSC Data or Confidential Information that is necessary for it to provide Registry Services during the Term of the License. Upon the request of the Disclosing Party, the Receiving Party shall certify that the destruction or permanent erasure of Confidential Information provided for herein has occurred.

11.3. Injunctive Relief . Each party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm and significant injury, the amount of which may be extremely difficult to estimate. If the Receiving Party fails to abide by its obligations under this Article, the Disclosing Party may be entitled to seek immediate injunctive relief, in addition to any other rights and remedies available to it at law or in equity.

11.4. Loss of Confidential Information . In the event of any unauthorized disclosure or loss of, or inability to account for, Confidential Information of the Disclosing Party, the Receiving Party will notify the Disclosing Party immediately.

11.5. Third Party Access to Confidential Information. CTIA acknowledges that any Third Party having a need to obtain access to Confidential Information of Registry as a result of such Third Party’s actions as a sub-contractor or vendor of CTIA, or otherwise through its relationship with CTIA shall, as a condition to such access, be required to execute a confidentiality agreement, which confidentiality agreement shall include, at a minimum, the substantive restrictions set forth in this Article 11. Registry acknowledges that any Third Party having a need to obtain access to Confidential Information of CTIA as a result of such Third Party’s actions as a sub-contractor or vendor of Registry, or otherwise through its relationship with Registry shall, as a condition to such access, be required to execute a confidentiality agreement, which confidentiality agreement shall include, at a minimum, the substantive restrictions set forth in this Article 11.

12. MUTUAL INDEMNIFICATION .

12.1. Each Party shall indemnify, defend, and hold harmless the other Party (“ Indemnitee ”), including its directors, officers, employees, agents and affiliates from and against any losses, damages, settlement, recovery, judgment, expenses and costs (including reasonable attorneys’ fees), or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party for injury to and death of persons, and damage to and loss of property that are caused by, or arise from the

Amended and Restated Common Short Code License Agreement

Indemnifying Party’s (“ Indemnitor ”) performance and obligations under the Agreement; b) any claims or demands against Indemnitee by a Third Party that products or services furnished by Indemnitor within the scope of the Agreement actually or allegedly violates, infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary rights of the Third Party; provided that Registry shall not indemnify CTIA for any claim based on its provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on Registry’s negligence or intentional misconduct in its provision of Registry Services; likewise, CTIA shall not indemnify Registry for any claim based on Registry’s provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on CTIA’s negligence or intentional misconduct in its performance of its obligations under this Agreement; c) any claims or demands against Indemnitee by a Third Party to the extent arising from the negligence or intentional misconduct of Indemnitor acting or failing to act within the scope of this Agreement; or (d) any claims or demands against the Indemnitee by a Third Party arising from an actual breach of any of the Indemnitor’s obligations, representations, or warranties contained herein. In the event that a Third Party brings a claim or demand against Registry and such claim or demand arises from a Carrier’s refusal or intentional failure to abide by the Assignment Guidelines, CTIA shall indemnify Registry for any direct damages as a result of Carrier’s misconduct with respect to the Assignment Guidelines, provided that Carriers indemnify CTIA for such Third Party claims against Registry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreement with Carriers concerning indemnification of CTIA for Third Party claims against Registry.

12.2. In claiming any indemnification under this Agreement, the Party claiming indemnification (the “ Claimant ”) shall provide the other Party with written notice of any claim, which the Claimant believes falls within the scope of this Agreement. The Claimant may, at its own expense, assist in the defense if it so chooses, provided that the other Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Claimant shall not be final without the Claimant’s written consent.

12.3. Permission & Releases . Both Parties shall obtain permission and releases necessary for the other Party and CSC Service Users to use any Third Party’s copyrighted material, trademark, patent or other intellectual property right

Amended and Restated Common Short Code License Agreement

in the performance of the Agreement. In the event that either Party uses such copyrighted material, trademark or patent without the owner’s permission, the other Party shall secure, at its own expense, the right for such Party and CSC Service Users, whichever applicable, to use such copyrighted material, trademark or patent.

12.4. Intellectual Property, Antitrust or Claims against either Party for Carrier Activity. In the event that there are any claims or demands against either CTIA or Registry by a Third Party that (a) the CSC Registry Rights or the Assignment Guidelines actually or allegedly violate, infringe or misappropriate any patent or other proprietary rights of the Third Party; (b) the CSC Registry Rights, other aspects of the CSC program, or the Assignment Guidelines actually or allegedly violate any antitrust laws or regulations; or (c) one or more Carriers have not performed consistent with the Assignment Guidelines (collectively, “ Emergency Claims ”), then either Party shall have the right to commence the following escalation process:

12.4.1. With five (5) Business Days written notice to the other Party, either Party may call a special emergency meeting with the other Party and the Carriers to discuss the Emergency Claims. The Parties shall use commercially reasonable efforts to agree on a mutually beneficial resolution to the Emergency Claims.

12.4.2. In the event that the Parties with the Carriers are unable to agree to a mutually beneficial resolution to the Emergency Claims, and either Party reasonably believes that one or more of the Emergency Claims could result in substantial cost or damages to that Party, then either Party may call for a temporary suspension of the Registry Services pending either a (i) mutually beneficial resolution to the Emergency Claims; (ii) final resolution of the Emergency Claim(s) by a court or other entity with competent jurisdiction; or (iii) the occurrence of a Regulatory Event as set forth in Article 18. In the event that a Regulatory Event is involved, then the processes and procedures set forth in Article 18 of the Agreement shall control.

12.4.3. In the event that such temporary suspension lasts for a period of forty-five (45) days or longer, then this Agreement may be terminated by either Party.

Amended and Restated Common Short Code License Agreement

If CTIA terminates such Agreement pursuant to this Section 12.4.3, then Registry shall not be required to provide any of the Transition Services set forth in Article 17 but shall be obligated to take the steps listed in Section 17.1 including returning the CSC Data to CTIA along with the html source code to the CSCA Website. In addition, if CTIA elects to terminate this Agreement under this Section 12.4.3, CTIA shall indemnify, defend and hold harmless, Registry for any and all claims or demands relating to the provision of Registry Services by itself, or any Third Party, after the effective date of termination. If Registry terminates such Agreement pursuant to this Section 12.4.3, the Registry shall provide the Transition Services set forth in Article 17 and is obligated to take the steps listed in Section 17.1, including returning the CSC Data to CTIA along with the html source code to the CSCA Website. In addition, if Registry elects to terminate this Agreement under this Section 12.4.3, CTIA has no obligation to indemnify, defend and hold harmless, Registry for any and all claims or demands relating to the provision of Registry Services by itself, or any Third Party, after the effective date of termination.

12.5. Registry’s Obligations If Provision of Registry Services Is Threatened for Other Reasons. If provision of Registry Services by Registry shall be prevented or appears likely to be prevented by an injunction or court order, or by settlement resulting from any claim under Section 12.1 (b), that is not governed by the preceding Section 12.4, Registry shall, at its own discretion and expense, either: (a) by license or release from claim of violation, infringement or misappropriation, procure for CTIA and CSC Service Users the right to continue using the Registry Software; or (b) modify the Registry Services so it is functionally equivalent to the original Registry Services, but is no longer subject to a claim of violation, infringement or misappropriation; or (c) remove any infringing materials and replace same with equally suitable materials free from claim of infringement or misappropriation.

13. LIABILITY; LIMITATION OF LIABILITY .

13.1. EXCEPT FOR A BREACH BY EITHER PARTY IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT

Amended and Restated Common Short Code License Agreement

LIMITATION, LOSS OF INCOME, LOSS OF PROFITS OR OTHER PECUNIARY LOSS); OR FOR ANY LOSSES OR EXPENSES RESULTING FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THE AGREEMENT OR ANY AMENDMENT THERETO, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND INTENTIONAL MISCONDUCT) OR OTHERWISE. IN NO EVENT SHALL REGISTRY BE LIABLE TO CTIA FOR ANY LOSSES OR EXPENSES RESULTING FROM ANY INACCURACY IN OR OMISSION FROM ANY INFORMATION OR DATA SUPPLIED BY CTIA OR ANY CSC SERVICE USER TO REGISTRY IN CONNECTION WITH THE REGISTRY SERVICES PERFORMED BY REGISTRY. THE LIABILITY OF EITHER PARTY TO THE OTHER SHALL NOT EXCEED THE TOTAL AMOUNT OF THE CSCA ROYALTIES PAID BY REGISTRY FOR THE LICENSE OF THE LICENSED MATERIALS GRANTED BY THIS AGREEMENT.

13.2. Direct Damages. EACH PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND AWARDED BY A COURT OR AN ARBITRATOR IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROVISIONS UNDER THIS AGREEMENT.

14. WARRANTIES.

14.1. Authority. Each Party represents to the other that it has full authority to enter into and perform all of its obligations under this Agreement, and that the person signing this Agreement on behalf of the Party has been properly authorized to enter into this Agreement. Each Party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by all of its terms, conditions, and provisions.

14.2. Ownership Interest in the CSC Registry Rights . CTIA represents and warrants that, in its capacity as the Common Short Code Administrator, it has the power and authority to license the use of the CSC Registry Rights to Registry to provide the Registry Services as described in this Agreement.

Amended and Restated Common Short Code License Agreement

14.3. Experience. Registry represents and warrants to CTIA that: a) it has the experience and ability to perform the Registry Services; and b) it will perform the Registry Services in a professional, competent and timely manner.

14.4. Open Participation . CTIA represents and warrants to Registry that all telecommunications service providers that are otherwise qualified to provide CSCs, will be eligible to participate in the CSC program.

14.5. Card Processing. With respect to the processing of Cards (as defined below) under this Agreement:

a. Registry represents and warrants that it shall comply with all applicable laws of the United States; and

b. Registry agrees to comply with all applicable Card Association rules, including, without limitation, the Visa Cardholder Information Security Program, the MasterCard Site Data Protection Program, and the Payment Card Industry Data Security Standard.

For the purposes of this Agreement: (i) “ Card Association ” shall mean Visa, MasterCard, or any other card associations or the issuer of any other Card of any association or network and (ii) “ Card ” shall mean any valid credit card or debit card issued by a member of Visa, MasterCard, or any other association or card issuing organization and bearing its respective trade names, trademarks, and/or trade symbols.

14.5. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITS SERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

15. ASSIGNMENT.

This Agreement is personal to the Parties hereto. Their respective rights and interests hereunder are non-assignable and non-transferable without the prior

Amended and Restated Common Short Code License Agreement

written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer of such rights and interests without such consent in violation of the provisions of this Agreement, by operation of law or otherwise, shall be void; provided, however, that either Party may assign and transfer this Agreement without prior consent to a parent, subsidiary, affiliate or successor of interest that acquires substantially all of its assets.

16. TERMINATION.

16.1. Either Party may terminate this Agreement, and such termination shall be effective immediately, in the event that the other Party: 1) breaches any material term of this Agreement and the breach is not cured within fifteen (15) Business Days (or within a reasonable period of time as mutually agreed upon by the Parties, such agreement to not be unreasonably withheld) after receipt of written notice from the non-breaching party; 2) makes a general assignment for the benefit of creditors; 3) files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws; 4) if a petition in bankruptcy is filed against either Party or if a receiver or trustee is appointed for all or any part of the property or assets of either Party; 5) under the circumstances related to a regulatory event as set forth in Article 18 of this Agreement; 6) Registry chronically fails to provide the Registry Services, as defined in Section 16.2 of this Agreement 7) Registry is merged with or acquired by an entity which is unable to comply with the Code of Conduct; or 8) Registry otherwise ceases to be able to comply with the Code of Conduct, and such cessation continues for a period of thirty (30) days following the date that Registry first becomes aware of the event causing the cessation of neutrality.

16.2. Chronic Failure. CTIA may terminate this Agreement if Registry frequently fails to provide the Registry Services at one or more of the Service Levels, and such failure is evidenced by recurring events of the same or similar nature that are indicative of a systemic problem(s), and such problem(s) has been unaffected by Registry’s repeated efforts to cure or is reasonably unlikely to be cured as a result of Registry’s reasonably diligent efforts over a reasonable period, which in any event shall be no less than thirty (30) days.

Amended and Restated Common Short Code License Agreement

17. TRANSITION AT EXPIRATION OR TERMINATION OF THIS AGREEMENT .

17.1. Rights and Obligations Upon Termination. Upon final termination of this Agreement (hereafter “ Termination Event ”) and subject to the following sections of this Article 17 allowing for an orderly transition, (i) all rights of Registry with respect to the Licensed Materials shall cease and revert to CTIA, (ii) Registry shall have no further right to promote or provide the Registry Services, and (iii) Registry shall cease using the CSC Registry Rights and other Licensed Materials. Also subject to the following sections of this Article 17, (a) within seven days of a Termination Event (or the last day of any extension described in Section 17.3 below), Registry shall return to CTIA (without retaining copies) all Documentation relating to the CSC Registry Rights, including all copies, in whatever form, of CSC Data or CSC Enhancements or, at CTIA’s request, destroy all copies of those materials and shall return the html source code to the CSCA Website; (b) within thirty days after a Termination Event (or the last day of any extension described in Section 17.3 below), Registry shall pay to CTIA all undisputed CSC Royalties that have accrued through the effective date of the termination and are actually collected, and (c) immediately after a Termination Event, Registry shall assign its rights and obligations in the Registry Sublicense Agreements then in effect with Registrants to CTIA or its designee. Registry will assist CTIA in the orderly and timely transition of the www.usshortcodes.com domain name to CTIA or its designated agent.

17.2. Registry’s Obligation to Assist with Transition. Upon a Termination Event and in the event that CTIA informs Registry of its intent to license the CSC Registry Rights to a successor provider of Registry Services (the “ Successor Registry ”), Registry shall assist CTIA in the orderly and timely transition of the Registry Services specified herein from Registry to the Successor Registry, consistent with the requirements of this Article.

17.3. Optional Extension upon Termination. Upon the occurrence of a Termination Event, and CTIA’s request, Registry shall agree to extend this Agreement with CTIA for a period which shall not extend beyond the earlier of either (i) the effective date of a license agreement between CTIA and the Successor Registry under which a license to use the CSC Registry Rights to provide Registry Services is granted to the Successor Registry; or (ii) the date that is six (6) months after the Termination Event.

Amended and Restated Common Short Code License Agreement

During any such extension, Registry shall continue to provide Registry Services to CSC Service Users in accordance with the Service Levels and Fee Schedule in effect on the date of notice of termination and shall continue to pay CSC Royalties to CTIA in accordance with the CSC Royalties Schedule in effect on the date of notice of termination, unless the Parties mutually agree, pursuant to good faith negotiations, to the application of a revised Fee Schedule or CSC Royalties Schedule during that time period. Upon any such extension, Registry shall provide any Transition Services (as defined below) requested by CTIA; provided that (i) Registry shall be paid for any additional services at the blended rates listed in Exhibit A , and (ii) Registry shall have no obligation to perform any such Transition Services after the extension period has concluded. Registry’s obligation to perform Services during any extension period is subject to CTIA using diligent efforts to transition to a Successor Registry, which shall commence no later than upon notice of termination of this Agreement.

17.4. Transition Services. Upon the occurrence of a Termination Event, CTIA may request Registry to perform certain services and assist with the transition to a Successor Registry. Such request for Transition Services shall be submitted to Registry in writing on or immediately prior to the expiration or termination date. CTIA shall pay Registry for the performance of such Transition Services in accordance with Paragraph 17.3 of this Agreement. Registry shall cooperate with CTIA in effecting the orderly and timely transition of the Registry Services to a Successor Registry and agrees to perform the following services (collectively, the “ Transition Services ”).

17.4.1. Provide CTIA with a list or summary, as applicable, of all documentation of operational and procedural practices required for the orderly transition to a Successor Registry for the Registry Services;

17.4.2. Provide CTIA with assistance in transferring the CSCA Website, content on the CSCA Website, and CSC Data, including the underlying html code for the look and feel of the CSCA Website.;

17.4.3. Provide assistance in transitioning the help desk functions specified in Article 8;

Amended and Restated Common Short Code License Agreement

17.4.4. Provide joint project planning to ensure an orderly and timely transition of the Registry Services to a Successor Registry;

17.4.5. Consistent with Registry’s contractual obligations to Third Parties regarding nondisclosure, provide CTIA and/or its designees all CSC information that is reasonably necessary to enable a licensee of CTIA to provide the Registry Services; and

17.4.6. Take any actions necessary to effectuate the assignment of the Registry Sublicense Agreements.

18. REGULATORY AND LEGISLATIVE CONSIDERATIONS.

18.1. Some CSC Users are Communications Common Carriers . The Parties expressly recognize that the CSC Service Users and the Carriers are or may be subject to certain federal and state laws and regulations promulgated thereunder, as well as rules, regulations, orders, opinions, decisions and possible approval of the FCC and other regulatory bodies having jurisdiction or delegated authority over CSC Service Users and the CSC Service. The Parties also recognize that this Agreement is subject to changes and modifications required as a result of any of the foregoing; provided, however, that the Parties hereby agree that this Agreement and the Registrant Sublicense Agreements shall remain in full force and effect in accordance with their respective terms and each of the Parties shall continue to perform all of its respective obligations under this Agreement, and Registry and each of the CSC Service Users shall continue to perform all of their respective obligations under the CSC Registrant Agreements, in accordance with the respective terms thereof until the Parties can agree upon any amendment that may be required to this Agreement as a result of any such regulatory change.

18.2. Failure to Agree Upon Amendment . If the Parties are unable to agree upon any required amendment, the Parties agree to resolve such dispute pursuant to an “expedited” arbitration proceeding.

18.3. Termination as Result of Amendment . Notwithstanding anything to the contrary above, either Party may terminate this Agreement if the required

Amended and Restated Common Short Code License Agreement

amendment is technically or economically unfeasible or if the regulatory change requires either Party to terminate this Agreement, except that each Party agrees it will give the other at least thirty (30) days advance written notice of its intent to terminate this Agreement on such basis. If, within ten (10) days of receipt of such notice, the Non-terminating Party delivers its written objection to the Terminating Party disputing the basis upon which Terminating Party is exercising its termination right under this provision, the Parties shall resolve the dispute in an Expedited Arbitration proceeding, with the focus of such proceeding being whether the required amendment is technically or economically unfeasible or whether the regulatory change requires the Terminating Party to terminate this Agreement, as applicable. CTIA shall cooperate fully with Registry to obtain any necessary regulatory approvals of the Registry Services or in other regulatory proceedings regarding the Registry Services.

18.4. Changes in Law and Regulations. CTIA shall notify Registry of any relevant changes in applicable legislative enactment and regulations of which CTIA becomes aware in the ordinary course of its business. Any necessary modifications to the Registry Services as a result of such changes shall be made in accordance with the provisions of Article 9 [Changes to Services], and subject to the provisions of Section 18.1.

19. INTERNAL DISPUTE RESOLUTION AND ARBITRATION.

19.1. Internal Dispute Resolution. Except in circumstances where the time required for application of this dispute resolution procedure would cause irreparable harm , any claim, controversy or dispute arising out of or relating to this Agreement, which cannot otherwise be resolved after good faith negotiations by the Parties, shall be resolved as follows:

19.1.1. The dispute shall initially be referred jointly to Steve Johnson, Senior Vice President, or his successor and Rob Mesirow, Vice President, Operations or his successor. These Senior Representatives of the Parties shall attempt to resolve the dispute within seven (7) calendar days of either Party submitting the dispute to the Senior Representatives.

19.1.2. If the Senior Representatives are unable to resolve the dispute within such time period, the dispute shall be submitted in writing to the chief

Amended and Restated Common Short Code License Agreement

executive officer respectively of CTIA and Registry. The chief executive officers shall attempt to resolve the dispute within fourteen (14) calendar days of such submission.

19.1.3. If the matter has not been resolved under the above procedure within twenty-one (21) calendar days of the commencement of such procedure, any Party wishing to pursue the matter may resort to binding arbitration as provided in the Section 19.2.

19.1.4. The above calendar day periods may be extended by mutual written agreement of the Parties.

19.2. Arbitration. Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation, shall be settled by binding arbitration in the Commonwealth of Virginia before a single arbitrator. The arbitration shall be conducted pursuant to the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties shall first attempt to identify a mutually acceptable arbitrator. However, if the parties are unable to identify a mutually acceptable arbitrator within twenty (20) days after service of the demand for arbitration upon all of the Parties to the dispute, then either Party may request that the arbitrator be appointed by the president of the Association of the Bar of the Commonwealth of Virginia. The arbitrator’s fees shall be deposited equally by the parties, but may be awarded by the arbitrator as provided in the Commercial Arbitration rules. However, under no circumstances shall any Party to this agreement be responsible for the payment of any administrative fees to the AAA in connection with this arbitration agreement .

20. MISCELLANEOUS .

20.1. Successors and Assigns . This Agreement and any amendments thereto shall be binding upon the Parties’ respective successors and assigns.

20.2. Attorneys’ Fees. The Party substantially prevailing in any legal action between the Parties concerning this Agreement shall receive reimbursement of its reasonable attorneys’ fees and court costs incurred from the other Party.

Amended and Restated Common Short Code License Agreement

20.3. Advertising or Publicity. Except as set forth in this Agreement, neither Party shall identify, either expressly or by implication, the other Party or its corporate affiliates or use any of their names, trademarks, trade names, service marks, or other proprietary marks in any advertising, sales presentations, news releases, releases to any professional or trade publication, advertising or other promotional materials without such other Party’s prior written consent, which shall not be unreasonably withheld or delayed.

20.4. Non-Waiver. No course of dealing or failure of either Party to enforce strictly any term, right, obligation or provision of this Agreement, including any amendments thereto, or to exercise any option provided hereunder or thereunder shall be construed as a waiver of such provision.

20.5. Notices . All notices or other communications required or permitted to be given under this Agreement shall be in writing (unless otherwise specifically provided herein) and delivered or addressed as follows:

If to CTIA:

CTIA
1400 16 ^th Street, NW
Suite 600
Washington, DC 20036
Attn: Rob Mesirow
(p) (202) 785-0081

with a copy to:

CTIA
1400 16 ^th Street, NW
Suite 600
Washington, DC 20036
Attn: General Counsel
(p) (202) 785-0081

If to Registry:

Amended and Restated Common Short Code License Agreement

NeuStar, Inc.
46000 Center Oak Plaza
Building Ten
Sterling, VA 20166
Attn: Steve Johnson, Senior Vice President
p: (571) 434-5400
f: (571) 434-5401

with a copy to:

NeuStar, Inc.
46000 Center Oak Plaza
Building Ten
Sterling, Va. 20166
Attn: General Counsel
p: (571) 434-5400
f: (571) 434-5735

All notices or other communications shall be deemed effectively given: (a) when delivered, if personally delivered, including courier, facsimile or overnight delivery service, (except that notices received after 3:00 p.m. local time will be deemed received on the following Business Day); (b) on the date of delivery (or, if refused, the refusal date shown on the return receipt) if mailed certified or registered mail, return receipt requested; or (c) four (4) days after mailing if mailed first class.

20.6. Governing Law. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the Commonwealth of Virginia, excluding its choice of law rules. Registry agrees to submit to the jurisdiction of any court within the Commonwealth of Virginia wherein an action is commenced against CTIA under this Agreement .

20.7. Severability. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from the Agreement and replaced by a valid and enforceable provision which reasonably achieves the Parties’ intent in agreeing to the original provision. The remaining provisions of the Agreement shall continue in full force and effect.

Amended and Restated Common Short Code License Agreement

20.8. Remedies. The rights and remedies provided herein shall be cumulative and in addition to any other remedies available at law or in equity.

20.9. Survival. Except as otherwise set forth in this Agreement, all obligations that by their nature survive the expiration or termination of this Agreement, including, Sections 4 [CSC Royalties], 6.10 [Data Escrow], 7 [Ownership], 11 [Confidential Information], 12 [Indemnification], 13 [Limitation of Liability], 14 [Warranties], 17 [Transition], 19 [Dispute Resolution], 20.2 [Attorneys’ Fees], 20.4 [Non-Waiver], 20.5 [Notices], 20.6 [Governing Law], 20.7 [Severability], 20.8 [Remedies], 20.12 [No Third-Party Beneficiaries], 20.13 [Interpretation of the Agreement], and 20.16 [Entire Agreement].

20.10. Insurance. During the term of the Agreement, both Parties, at their sole cost and expense, shall secure and maintain insurance coverage as is necessary, as a reasonable prudent businessperson, to bear all of their obligations under this Agreement. Such coverage shall include Commercial General Liability Insurance, Errors and Omissions Insurance, and Media Insurance. Maintenance of the foregoing insurance shall in no way be interpreted as relieving either Party of any responsibility or obligation whatsoever and both Parties may acquire, at its own expense, such additional insurance, as such Party deems necessary. Both Parties assume full and complete liability for all injuries to, or death of, any person, or for any damages to property to the extent arising from the negligent or willful acts or omissions of such Party.

20.11. Force Majeure . Either Party may suspend (or if such suspension continues for more than 30 days, terminate) its obligations under this Agreement if such obligations are delayed, prevented, or rendered impractical or impossible due to circumstances beyond its reasonable control, including, without limitation, fires, floods, lightning, earthquakes, wars (declared or undeclared), civil disturbances, accidents, terrorist acts (including biochemical attacks), acts of any governmental body, damage to its plants and equipment, network problems caused by any Internet Service Provider or telecommunications company servicing Registry [and/or CTIA], acts of God (collectively referred to herein as “ Force Majeure ”), Each party shall use its best efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. In such event, the affected party shall not be liable to the other for delay or failure to perform its obligations under this Agreement.

Amended and Restated Common Short Code License Agreement

20.12. No Third-Party Beneficiaries . This Agreement shall not be construed to create any obligation by either CTIA or Registry to any non-party to this Agreement, including any CSC Service User.

20.13. Interpretation of the Agreement . This Agreement is the joint work product of representatives of Registry and CTIA; accordingly, in the event of ambiguities, no inferences will be drawn against either Party, including the Party that drafted the Agreement in its final form.

20.14. Headings . The Article headings contained herein are for purposes of convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any way.

20.15. Counterparts. This Agreement may be executed simultaneously in two (2) counterparts, each of which shall be deemed an original, but both of which together shall constitute one (1) and the same instrument.

20.16. Entire Agreement . This Agreement constitutes the entire agreement between Registry and CTIA relating to the subject matter hereof and shall not be modified or rescinded in any manner except by a written amendment executed by both Parties. Other than as expressly provided herein, both Registry and CTIA agree that no prior or contemporaneous oral representations form a part of their Agreement. Estimates and forecasts furnished by CTIA shall not constitute commitments. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement.

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Amended and Restated Common Short Code License Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.


CTIA – The Wireless Association ^®		NEUSTAR, INC.

By:	/s/ Steven M. Largent	By:	/s/ Jeffrey E. Ganek

[Name]	Steven M. Largent	[Name]	Jeffrey E. Ganek
[Title]	President/CEO	[Title]	Chairman and Chief Executive Officer
Date:	6/3/08	Date:	June 2, 2008

Amended and Restated Common Short Code License Agreement

LIST OF EXHIBITS

A.		Change Order Fee Schedule

B.		Registrant Sublicense Agreement

C.		1. CSC Registry Fee Schedule

		2. CSCA Royalties Calculation

D.		Assignment Guidelines

E.		Code of Conduct

F.		Service Levels

G.		Reports

H.		Description of 2007 Audit

I.		Description of the Processes for SAS 70 Type II and AUP Reports

J.		Branding and Website Guidelines

K.		Advertising and Marketing Guidelines and Specifications

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

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