3,300,000 Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2009 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York
MSCI Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,300,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 495,000 shares of Common Stock (the “Additional Shares”) if and to the extent that you, as manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” shall mean you, in the singular, as Underwriter and references to you as manager of the offering shall be to you
