VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • March 1st, 2010 • MSCI 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”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 1st, 2010 • MSCI 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.
