FIFTH AMENDMENT TO COMMON SHORT CODE LICENSE AGREEMENT

Exhibit 10.7.1

FIFTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT

     This Fifth Amendment (“Fifth Amendment”), to the Common Short Code License Agreement, dated as of the 15 ^th day of January, 2008 between NeuStar, Inc., a Delaware corporation, with offices located at 46000 Center Oak Plaza, Building X, Sterling, VA 20166 (“NeuStar”) and CTIA — The Wireless Association (formerly known as the Cellular Telecommunications and Internet Association) (“CTIA”), a District of Columbia non-profit corporation, located at 1400 16 ^th Street, NW, Suite 600, Washington, DC 20036.

     WHEREAS, NeuStar entered into a Common Short Code License Agreement with the CTIA (“License Agreement”) dated October 17, 2003 to develop and maintain a database of common short codes, to process common short code applications and assign common short codes to applicants and to engage in other Registry Services on behalf of members of the wireless industry;

     WHEREAS, NeuStar and CTIA now desire to amend certain terms of the License and Registrant Sublicense Agreements to allow for the auto-renewal of CSCs.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

I. Terms used in this Fifth Amendment and not otherwise defined shall have the same meaning set forth in the License Agreement.

II. CSC Version 2.08 — Implementation of Auto-renewal

	A.		NeuStar shall, either itself, or in conjunction with other third parties, implement CSC version 2.08, which shall include the additional features and functionality set forth in Attachment 1, attached hereto (“CSC 2.08”).
	B.		For purposes of the License Agreement, the features and functionalities set forth CSC 2.08 shall be considered “Enhancements” as defined in Section 1.21 of the License Agreement. Therefore, the CSC Version 2.08 Functionality shall be considered “Registry IP” and owned exclusively by the Registry pursuant to Section 7.3 of the License Agreement.
	C.		Notwithstanding the above, for the purposes of the License Agreement, the “look and feel” of any Enhancements along with any CSC Data associated or related to CSC 2.08 shall be considered “CSC Enhancements” as defined in Section 1.16 of the License Agreement. Therefore, the “look and feel” of CSC 2.08 and any related CSC Data generated by such functionality shall be considered CSC Registry Rights and owned exclusively by CTIA, on behalf of all Participating Carriers, pursuant to Section 7.1 of the License Agreement.

III. Changes to Registrant Sublicense Agreement. The Parties agree to delete the Online Sublicense Agreement in Exhibit B to the License Agreement and replace such Exhibit with the new the Online Sublicense Agreement attached hereto as Attachment 2 .

IV. Except as specifically modified by this Fifth Amendment, the terms and conditions of the License Agreement shall remain in full force and effect.

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V.

Additional Warranties. With respect to the processing of Cards (as defined below) under this Amendment:

	a.		NeuStar represents and warrants that it shall comply with all applicable laws of the United States; and
	b.		NeuStar 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 Amendment: (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.

VI.     The FAQs regarding the new functionality in CSC 2.08 that will be posted on the CSCA Website are attached hereto as Attachment 3. These FAQs will not be modified without the consent of both parties.

                IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be duly executed as of the date first written above.

NEUSTAR, INC						CTIA
By:		/s/ Steve M. Boyce				By:		/s/ Rob Mesirow
		Name: Steve M. Boyce						Name: Rob Mesirow
		Title: VP and Corporate Controller						Title: Vice President, Operations
		Date: January 15, 2008						Date:

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ATTACHMENT l
TO THE FIFTH AMENDMENT
TO THE COMMON SHORT CODE AGREEMENT

CSCA RELEASE 2.08

HIGH LEVEL REQUIREMENTS FOR
CSC APPLICATION AUTO RENEWAL

The Auto-renewal function (“Auto-renew”) will automate the renewal of CSC applications for those Registrants that wish to participate (opt-in). This high level design document contains the detail set of requirements and system changes based on this.

	1-		Auto-renew shall be available to all Registrants after the official launch of Auto-renew.
	2-		Only Registrants that expressly opt-in through the processes set forth below shall be enrolled in the Auto-renew program.
	3-		NeuStar shall add two “radio buttons” to the CSC Application for the Registrant to either Opt-In to the Auto-renew program and a separate one for existing Auto-renew customers to subsequently Opt-Out.
	4-		In the event an Applicant or Registrant decides to Opt-In, the Applicant/Registrant shall be required to confirm their selection (i.e., “double opt-in”),
	5-		In order to participate in the Auto-renew program, Registrants must provide the Registry with all relevant credit card information. Such information shall not be stored by NeuStar, but shall be provided to NeuStar’s outsourced credit card provider.
	6-		Registrants shall only be allowed to have one credit card on file.
	7-		Registrants enrolled in Auto-renew shall not be provided with the standard 30, 15, 5 & 1 day notices of expiration, but will instead be provided with a 14 day notice of auto-renewal.
	8-		Each Registration enrolled in the Auto-renew program, upon expiration of the CSC, shall be automatically renewed for a period equal to the then-expiring CSC term. For example, a CSC registered for one year, upon expiration, shall be Auto-renewed for a one year period, while a CSC registered for 3 months, upon expiration, shall be Auto-renewed for a 3 month period. However the Registrant shall have the ability to opt-out at any time up to the 7 day window prior to code expiration date. In addition, the registrant shall have the ability to change the CSC term at any time between the 14 lh and 7 th days prior to the code expiration date.
	9-		NeuStar shall post the set of FAQs set forth in Attachment 3 on the CSC Website and shall link the FAQ to the Auto-Renew section of the CSC Application.
	10-		NeuStar shall notify Registrant if their credit card will expire prior to code expiration date.
	11-		CSCs enrolled in the CSC Monthly Billing program shall not be eligible for Auto Renewal.
	12-		Using predefined system parameters NeuStar shall send Invoices to the Registrant 7 days prior to CSC expiration date.
	13-		In the event a credit card authorization fails or if a credit card profile is not established up to 5 days prior to code term expiration date, the Registry System shall “Dropout” an application from Auto Renewal, Registrant shall then be required to pay directly for renewal of that code.
	14-		If application is “Dropped out” of Auto Renewal, once the customer has rectified the reason why they were “Dropped out”, they shall have the ability to opt back in
	15-		If Registrant does not pay after “Dropout”, the application goes through the normal age-off process.
	16-		Registrant shall have the ability to opt-in for Auto Renewal at any point in the lifecycle of the CSC up to the 14 day window prior to code expiration date.

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ATTACHMENT 2
TO THE FIFTH AMENDMENT
TO THE COMMON SHORT CODE AGREEMENT

ONLINE REGISTRANT SUBLICENSE AGREEMENT v. 4

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN NEUSTAR, INC., THE COMMON SHORT CODE (“CSC”) REGISTRY OPERATOR (“REGISTRY”), AND “YOU,” THE APPLICANT FOR A LICENSE TO USE CSC(S) IN ACCORDANCE WITH THE TERMS OF THIS SUBLICENSE AGREEMENT (“AGREEMENT”). PLEASE BE ADVISED THAT THE MERE APPLICATION FOR OR REGISTRATION OF A CSC WITH THE REGISTRY DOES NOT GUARANTEE THAT A PARTICIPATING CARRIER WILL ACCEPT OR IMPLEMENT THE CSC OR THAT YOU WILL BE ABLE TO USE THE CSC AT ALL.

BY SELECTING “I AGREE,” BY USING THE SERVICE, OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST DISCONTINUE ANY FURTHER USE.

1. The Service. Registry administers a method for assignment of CSCs. CSCs are a string of numeric characters that are interoperable across communication service providers in the United States that are participating in CSC services (“Participating Carriers”). The Participating Carriers and other participating members of the wireless telecommunications industry have appointed the CTIA — The Wireless Association® (formerly Cellular Telecommunications & Internet Association) (“CTIA”) to serve as their Common Short Code Administrator and CTIA, acting in that capacity, has granted Registry a license to assign CSCs in the manner described in this Agreement. Registry makes this Service available to those seeking to sublicense for the term selected, a CSC. CSCs are intended for use only in the United States. You may review frequently asked questions regarding the Service by reviewing the CSC FAQs .

2. Registration, Password and Security. To use the Service and license a CSC, You will be asked to first create an account and obtain a login name. In addition. You will be asked to create a password. If any information You provide is inaccurate, incomplete or not current, Registry may suspend or terminate Your account and access to the Service. You may change such information at any time by logging into Your account. You are solely responsible for maintaining the confidentiality of Your login name and password. You must immediately notify Registry of any unauthorized use of Your login name and You are responsible for any unauthorized activities, charges and/or liabilities made on or through Your login name until Registry receives such notification. You may not transfer or lend login names to any other third party.

3. Privacy. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE PRIVACY STATEMENT OF THE CSCA AND GENERALLY DESCRIBE THE COLLECTION AND USE OF PERSONAL INFORMATION, DO NOT APPLY TO INFORMATION SUBMITTED TO REGISTRY UNDER THIS AGREEMENT. In addition, Registry will not use the data submitted by You in a way incompatible with the purposes of this Agreement. You represent and warrant that You have provided notice to, and obtained consent from, any third party individuals whose data You supply to us as part of the Service with regard to: (i) the purposes for which such third party’s data has been collected, (ii) the intended recipients or categories of recipients of the third party’s data, (iii) which

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parts of the third party’s data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party data You provide in the future. Neither Registry nor CTIA are responsible for any consequences resulting from Your failure to provide notice or receive consent from such individuals nor for Your providing outdated, incomplete or inaccurate information. In addition to the above, in the event that You elect to participate in the optional CSC director)’ service offered by Registry, You hereby consent to the publication of such information on a directory that may be viewable by members of the general public.

4. Disclosure of Certain Information. In order for Registry to comply with the rules and policies for the administration of CSCs (which may be updated from time to time), You consent to the disclosure by Registry to CTIA or to Participating Carriers, or those acting on behalf of CTIA or Participating Carriers, through an interactive accessible registration database or otherwise, the Data. In addition, You acknowledge that the Application identifies those fields and Data that will be publicly disclosed or made available through the Registry’s website or otherwise. You further consent to the disclosure of any Data or other information to any governmental agency upon receipt of lawful process or in compliance with any law, or to protect the rights or property of Registry, CTIA, Participating Carriers, or any of their customers or users. Further, in the event that You agree to participate in the optional CSC directory service, and indicate such acceptance in your CSC application or otherwise, You hereby consent to the publication of such required data in the CSC directory. You acknowledge and agree that such data may be viewable by members of the general public.

a. CSC. In order to apply for a CSC through the Service, You must complete the Registry’s application form for each CSC that You would like to register and pay the requisite fees set forth in Section 8 below. For each application, the person/entity listed in the “Content Provider details” must be the actual Content Provider (as defined above). Once You have submitted a completed application, Registry will send an email confirming it has received Your application. You must retain the confirmation e-mail for each application You submit. You also may review detailed instructions to complete and submit an application by reviewing Registry’s INSTRUCTIONS . You agree to: (1) provide certain true, current, complete and accurate information during the application process; and (2) maintain and update such information according to Registry’s modification procedures as needed to keep it current, complete and accurate.

b. Types of CSCs. All applications for CSCs are accepted by Registry on a first-come, first-served basis. Unless You specify a specific CSC in Your application, once Your application is deemed to be complete by the Registry, You will be assigned a CSC on a random basis from the pool of available CSCs (a “Random CSC”). A “Selected CSC” shall mean any CSC that You specifically request from Registry. Selected CSCs shall also be assigned on a first-come, first-served basis from the pool of available CSCs. Registry makes no representation that any specific CSC will be available upon request. You acknowledge and agree that submission of a CSC application or otherwise meeting the eligibility requirements for registration does not guarantee that Your application will be approved, that You will ultimately be the sublicensee of a particular CSC, or that any Participating Carrier will accept, implement or maintain a sublicensed CSC.

c. Right of Refusal. Registry reserves the right, in its sole discretion, to refuse to register any Random or Selected CSC. YOU AGREE THAT ANY AND ALL REGISTRATION FEES PAID TO REGISTRY

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SHALL NOT BE REFUNDABLE. You agree that neither Registry nor CTIA shall be liable for any losses or damages that may result from a refusal to register any CSC. You acknowledge and agree that neither Registry nor CTIA shall be liable to You or any other party in connection with claims, damages, losses, expenses or costs incurred or suffered by You as a result of actions taken or not taken by Participating Carriers.

d. Term of CSCs. All CSCs, whether Selected or Random, shall be available for terms of three (3), six (6) and twelve (12) months and may be renewed by You for additional three (3), six (6) and twelve (12) month periods.

e. Activating Your CSC. REGISTERING A CSC IN NO WAY GUARANTEES YOU THE RIGHT TO SEND OR RECEIVE COMMUNICATIONS USING YOUR CSC OR THE RIGHT TO USE THE CSC IN ANY OTHER MANNER. IN ORDER TO ACTIVATE YOUR CSC, YOU MUST OBTAIN APPROVAL FROM EACH INDIVIDUAL PARTICIPATING CARRIER IN WHICH YOU WOULD LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN ANY WAY INVOLVE REGISTRY. IN ADDITION, INITIAL APPROVAL OF REGISTRATION OF A CSC IN NO WAY GUARANTEES THAT YOU WILL BE ABLE TO RETAIN SUCH CSC PAST THE CURRENT TERM OF YOUR REGISTRATION,

f. Expiration Grace Period. In the event that Your CSC expires, and has not been renewed in accordance with this Agreement, You may be given an additional thirty (30) day grace period, at the sole discretion of the Registry, in which to re-register such CSC. In the event you do not re-register such CSC within that period, this Agreement shall be terminated, and the CSC may be made available to the general public after an appropriate aging period.

g. Opt-in/Opt-Out of CSC Programs. In addition to the prohibitions of the transmission of unsolicited messages elsewhere in this Agreement, each individual program or application administered to an end user through a CSC must be offered on an “opt-in basis.” This may be achieved through the submission of an MO message to the program or registering to receive messages through a website operated by the Registrant. In addition, each Registrant must also offer a convenient, easy-to-use and conspicuous method for an end user to opt-out any individual program or application administered through a CSC.

h. No Assignment or Transfer of the CSC, You may not transfer or assign Your sublicense to any CSC or any of Your rights or obligations under this Agreement. Notwithstanding the foregoing, You may assign Your sublicense to a CSC in connection with the sale of all or substantially all of Your assets to a third party successor in interest.

i. Representations. You agree that You may access and use the Service for lawful purposes only and that You are solely responsible for the knowledge and adherence to this Agreement, any and all laws, statutes, rules and regulations pertaining to Your use of the Service and a CSC, including without limitation laws related to intellectual property, defamation, publicity and privacy. You represent that (i) You intend to use and will use each sublicensed CSC for the purpose set forth in Your application and not for the purpose of blocking another party from using a CSC, (ii) neither Your registration nor use of the any sublicensed CSC nor the manner in which You intend to use such CSC will directly or indirectly infringe or violate the legal rights of a third party, and (iii) You have all requisite power and due authority to execute this

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Agreement and to perform Your obligations hereunder. You agree that You will not (i) use a CSC in violation of this Agreement; (ii) use a CSC to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal or international law or regulation; (iii) use a CSC to upload or otherwise transmit any content that You do not have a right to transmit under any law or contractual or fiduciary duty; (iv) interfere or infringe with any trademark or proprietary rights of any other party; (v) interfere with the ability of other users to access or use the Service; (vi) claim a relationship with or to speak for any individual, business, association, institution or other organization for which You are not authorized to claim such a relationship; (vii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (viii) reproduce, duplicate, copy, use, distribute, sell, resell or otherwise exploit for any commercial purposes any portion of the Service.

j. BY REGISTERING A CSC, YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF SUCH CSC IS AND SHALL REMAIN IN COMPLIANCE WITH THE ABOVE. AS SUCH, YOUR CSC MAY BE SUBJECT TO FUTURE CANCELLATION, DELETION AND/OR REMOVAL IN THE EVENT THAT YOUR USE OF THE CSC IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.

k. CSC Opt-in Directory. Registry may elect to offer a CSC directory that provides members of the general public with certain information about Your CSC and any programs or campaigns offered through the CSC. Participation in the C