0001193125-08-147622 Sample Contracts

AMENDED AND RESTATED SHAREHOLDER AGREEMENT by and between MORGAN STANLEY and MSCI INC. Dated as of July , 2008
Shareholder Agreement • July 8th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

THIS SHAREHOLDER AGREEMENT (“Agreement”) is entered into as of July , 2008 by and between MSCI Inc., a Delaware corporation (“MSCI”), and Morgan Stanley, a Delaware corporation (“Morgan Stanley”) and amends and restates the Shareholders Agreement dated as of November 20, 2007 between the parties.

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AMENDMENT NO. 1 TO INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • July 8th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

This Amendment No. 1 to Intellectual Property Agreement (this “Amendment”) is entered into as of [ ], 2008 by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”) and MSCI Inc., a Delaware corporation (“MSCI”).

ASSET PURCHASE AGREEMENT
Agreement • July 8th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

AGREEMENT (this “Agreement”) dated as of , 2008 between MSCI Inc., a Delaware corporation (“Buyer”), and Morgan Stanley & Co. Incorporated, a Delaware corporation (“Seller”).

AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 8th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

This Amendment No. 1 to Trademark License Agreement (this “Amendment”) is entered into as of [ ], 2008 by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”) and MSCI Inc., a Delaware corporation (“MSCI”).

AMENDMENT NO. 1 TO SERVICES AGREEMENT
Services Agreement • July 8th, 2008 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

This Amendment No. 1 to Services Agreement (this “Amendment”) is entered into as of [ ], 2008 by and between Morgan Stanley, a Delaware corporation (“Morgan Stanley”) and MSCI Inc., a Delaware corporation (“MSCI”).

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