RiskMetrics Group Inc Sample Contracts

Underwriting Agreement
Underwriting Agreement • January 8th, 2008 • RiskMetrics Group Inc • Services-business services, nec • New York

RiskMetrics Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Common Stock, par value $0.01 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, the Company proposes, subject to the terms and conditions stated herein, to sell up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.”

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AGREEMENT AND PLAN OF MERGER dated as of
Agreement and Plan of Merger • March 2nd, 2010 • RiskMetrics Group Inc • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 28, 2010 among RiskMetrics Group, Inc., a Delaware corporation (the “Company”), MSCI Inc., a Delaware corporation (“Parent”), and Crossway Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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Datafeed License Agreement
Datafeed License Agreement • December 3rd, 2007 • RiskMetrics Group Inc • Services-business services, nec • New York

This Datafeed License Agreement (this “Agreement”), entered into on the 27th day of October, 2003 (“Effective Date”), sets forth the understanding between ADP Investor Communication Services, Inc., a Delaware corporation (“ADP”), and Institutional Shareholder Services, Inc., a Delaware corporation (“ISS”), concerning the implementation and operation of the Consolidated Datafeed to facilitate straight-through processing of Ballots and Vote Instructions.

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FIRST AMENDMENT TO DATAFEED LICENSE AGREEMENT
Confidential Treatment Requested • September 19th, 2007 • RiskMetrics Group Inc

This First Amendment to Datafeed License Agreement (“Amendment”) is effective as of the 3rd day of January, 2005 (“Effective Date”), by and between ADP Investor Communication Services, Inc., a Delaware corporation (“ADP”), and Institutional Shareholder Services Inc. ( “ISS”), a Delaware corporation (each a “party” and collectively the “parties”).

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SECOND LIEN SECURITY AGREEMENT By RISKMETRICS GROUP HOLDINGS, LLC, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent
Second Lien Security Agreement • September 19th, 2007 • RiskMetrics Group Inc

This SECOND LIEN SECURITY AGREEMENT dated as of January 11,2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

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SECOND LIEN CREDIT AGREEMENT Dated as of January 11, 2007 among RISKMETRICS GROUP HOLDINGS, LLC,
Second Lien Credit Agreement • September 19th, 2007 • RiskMetrics Group Inc • New York

This SECOND LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of January 11, 2007, among RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), RISKMETRICS GROUP, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint book managers (collectively, the “Arrangers”).

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VOTING AND IRREVOCABLE PROXY AGREEMENT
Voting and Irrevocable Proxy Agreement • March 2nd, 2010 • RiskMetrics Group Inc • Services-business services, nec • Delaware

AGREEMENT (this “Agreement”), dated as of February 28, 2010 among MSCI Inc., a Delaware corporation (“Parent”), and each of the individuals or entities listed on Schedule 1.01 hereto (each, a “Stockholder”).

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SECOND LIEN GUARANTY
Second Lien Guaranty • September 19th, 2007 • RiskMetrics Group Inc • New York

GUARANTY AGREEMENT (this “Agreement”) dated as of January 11, 2007, among each of the Subsidiaries of Risk Metrics Group Holdings, LLC (the “Borrower”) listed on Schedule I hereto (the “Subsidiary Guarantors”) and any other Person (as defined in the Credit Agreement) which may become a Subsidiary Guarantor hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor”, and together with the Subsidiary Guarantors, the “Guarantors” and each, a “Guarantor”) and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 19th, 2007 • RiskMetrics Group Inc • Delaware

This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2007, by and among RiskMetrics Group, Inc., a Delaware corporation (the “Company”), the Stockholders (as defined below), the Two Percent Stockholders (as defined below) and the Investors (as defined below), but with respect to the Investors, only for the limited purposes of Sections 3.1(d), 3.1(e), 3.2, 4.1 and 7 hereof.

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FIRST LIEN GUARANTY
First Lien Guaranty • September 19th, 2007 • RiskMetrics Group Inc • New York

GUARANTY AGREEMENT (this “Agreement”) dated as of January 11, 2007, among each of the Subsidiaries of RiskMetrics Group Holdings, LLC (the “Borrower”) listed in Schedule I hereto (the “Subsidiary Guarantors”) and any other Person (as defined in the Credit Agreement) which may become a Subsidiary Guarantor hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor”, and together with the Subsidiary Guarantors, the “Guarantors” and each, a “Guarantor”) and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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FIRST LIEN SECURITY AGREEMENT By RISKMETRICS GROUP HOLDINGS, LLC, as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent
First Lien Security Agreement • September 19th, 2007 • RiskMetrics Group Inc

This FIRST LIEN SECURITY AGREEMENT dated as of January 11, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RISKMETRICS GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG RISKMETRICS GROUP, INC.,
Agreement and Plan of Merger • September 19th, 2007 • RiskMetrics Group Inc • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2006, is by and among RiskMetrics Group, Inc., a Delaware corporation (“RMG”), RMG Holdco, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of RMG (“Holding Company”), RMG Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holding Company (“RMG Merger Sub”), ISS Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Holding Company (“ISS Merger Sub” and, together with RMG Merger Sub, the “Merger Subs” and, each, a “Merger Sub”), and Institutional Shareholder Services Holdings, Inc., a Delaware corporation (the “Company”).

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • March 2nd, 2010 • RiskMetrics Group Inc • Services-business services, nec • Delaware

This Non-Competition and Non-Solicitation Agreement dated February 28, 2010 (this “Agreement”) is among Marc Ethan Berman (the “Management Securityholder”), RiskMetrics Group, Inc., a corporation formed under the laws of the State of Delaware (including its subsidiaries, the “Company”) and MSCI Inc., a corporation formed under the laws of the State of Delaware (including its subsidiaries, “Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement and Plan of Merger dated as of February 28, 2010 (the “Merger Agreement”) by and among the Company, Parent, and Crossway Inc., a Delaware corporation and a wholly-owned subsidiary of Parent.

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FIRST LIEN CREDIT AGREEMENT Dated as of January 11, 2007 among RISKMETRICS GROUP HOLDINGS, LLC, as Borrower, RISKMETRICS GROUP, INC., as Holdings, BANK OFAMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders...
First Lien Credit Agreement • September 19th, 2007 • RiskMetrics Group Inc • New York

This FIRST LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of January 11, 2007, among RISKMETRICS GROUP HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), RISKMETRICS GROUP, INC., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint book managers (collectively, the “Arrangers”).

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 19th, 2007 • RiskMetrics Group Inc • Delaware

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2007, by and among RiskMetrics Group, Inc., a Delaware corporation (the “Company”), the stockholders listed on Schedule A attached hereto who have executed this Agreement as of the date hereof, and any Person who becomes a holder of Common Stock after the date hereof and who becomes a party to this Agreement by executing and delivering to the Company an Instrument of Accession in substantially the form of Annex I attached hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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