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Exhibit 10.2    
    


  



  



   





 
 

STOCK PURCHASE AGREEMENT    



by
and among 


IHS INC., 


GENERAL
ATLANTIC PARTNERS 80, L.P., 


GAP
COINVESTMENT PARTNERS III, LLC 


and



GAP
COINVESTMENT PARTNERS IV, LLC 




Dated:
April 11, 2005 





  






  



   




   




   










  



	 
	 	 
	 	Page

	ARTICLE I DEFINITIONS	 	1
	 	1.1	 	Definitions	 	1
	

ARTICLE II PURCHASE AND SALE OF CLASS A COMMON STOCK	
 	

3
	 	2.1	 	Purchase and Sale of Class A Common Stock from the Company	 	3
	 	2.2	 	Use of Proceeds	 	3
	 	2.3	 	Closing	 	3
	

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY	
 	

4
	 	3.1	 	Corporate Existence and Power	 	4
	 	3.2	 	Authorization; No Contravention	 	4
	 	3.3	 	Binding Effect	 	4
	 	3.4	 	Litigation	 	4
	 	3.5	 	Compliance with Laws	 	5
	 	3.6	 	Capitalization	 	6
	 	3.7	 	No Default or Breach; Contractual Obligations	 	6
	 	3.8	 	SEC Report; Financial Statements	 	6
	 	3.9	 	No Material Adverse Change; Ordinary Course of Business	 	7
	 	3.10	 	Private Offering	 	7
	 	3.11	 	Broker's, Finder's or Similar Fees	 	7
	

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	
 	

7
	 	4.1	 	Existence and Power	 	7
	 	4.2	 	Authorization; No Contravention	 	7
	 	4.3	 	Governmental Authorization; Third Party Consents	 	8
	 	4.4	 	Binding Effect	 	8
	 	4.5	 	Purchase for Own Account	 	8
	 	4.6	 	Restricted Securities	 	8
	 	4.7	 	Broker's, Finder's or Similar Fees	 	8
	 	4.8	 	Accredited Investor	 	8
	 	4.9	 	Group	 	9
	 	4.10	 	Disclosure	 	9
	 	4.11	 	Reliance	 	9
	

ARTICLE V CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE	
 	

9
	 	5.1	 	Secretary's Certificate	 	9
	 	5.2	 	Purchased Shares	 	9
	 	5.3	 	IPO	 	9
	

ARTICLE VI CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE	
 	

9
	 	6.1	 	Payment of Purchase Price	 	9
	 	6.2	 	IPO	 	10
	

ARTICLE VII INDEMNIFICATION	
 	

10
	 	7.1	 	Indemnification	 	10
	 	7.2	 	Notification	 	10
	 	7.3	 	Contribution	 	11
	 	7.4	 	Limits on Indemnification	 	11
	

ARTICLE VIII COVENANTS OF THE PARTIES	
 	

11
	 	8.1	 	Registration Rights	 	11
	 	8.2	 	Allocation of the Purchased Shares and the Purchase Price among the Purchasers.	 	12
	 	8.3	 	Lock-Up.	 	12
	 	 	 	 	 





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ARTICLE IX TERMINATION OF AGREEMENT	
 	

13
	 	9.1	 	Termination	 	13
	 	9.2	 	Survival	 	13
	

ARTICLE X MISCELLANEOUS	
 	

13
	 	10.1	 	Survival of Representations and Warranties	 	13
	 	10.2	 	Notices	 	14
	 	10.3	 	Successors and Assigns; Third Party Beneficiaries	 	14
	 	10.4	 	Amendment and Waiver	 	15
	 	10.5	 	Counterparts	 	15
	 	10.6	 	Headings	 	15
	 	10.7	 	GOVERNING LAW	 	15
	 	10.8	 	Severability	 	15
	 	10.9	 	Rules of Construction	 	15
	 	10.10	 	Entire Agreement	 	15
	 	10.11	 	Public Announcements	 	15
	 	10.12	 	Further Assurances	 	16





SCHEDULES



	2.1
	Purchased
Shares and Purchase Price



	3.1
	Significant
Subsidiaries 


ii









STOCK PURCHASE AGREEMENT 


        STOCK
PURCHASE AGREEMENT, dated April 11, 2005 (this "Agreement"), by and among IHS Inc., a Delaware corporation (the
"Company"), General Atlantic Partners 80, L.P., a Delaware limited partnership ("GAP LP"), GAP
Coinvestment Partners III, LLC, a Delaware limited liability company ("GAP Coinvestment III") and GAP Coinvestment Partners IV, LLC, a Delaware limited
liability company ("GAP Coinvestment IV" and, collectively with GAP LP and GAP Coinvestment III, the
"Purchasers"). 


        WHEREAS,
upon the terms and conditions set forth in this Agreement, the Company proposes to issue and sell to each of the Purchasers the aggregate number of shares of Class A
Common Stock, par value $0.01 per share, of the Company (the "Class A Common Stock"), to be determined as set forth in  Section 2.1 hereto, for an
aggregate purchase price of $75,000,000. 


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows: 


 
 

ARTICLE I    
    
    DEFINITIONS    
    



        1.1    Definitions.    As used in this Agreement, and unless the context requires a different meaning, the following
terms have the meanings indicated: 


        "Affiliate" shall mean any Person who is an "affiliate" as defined in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act. 


        "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. 



        "Audited Financial Statements" has the meaning set forth in Section 3.8 of this Agreement. 


        "Authorization" has the meaning set forth in Section 3.2 of this Agreement. 


        "Board of Directors" means the Board of Directors of the Company. 


        "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized
or required by law or executive order to close. 


        "By-laws" means the By-laws of the Company in effect on the date hereof. 


        "Certificate of Incorporation" means the Certificate of Incorporation of the Company in effect on the date hereof. 


        "Class A Common Stock" has the meaning set forth in the preamble to this Agreement. 


        "Class B Common Stock" means the Class B Common Stock, par value $0.01 per share, of the Company. 



        "Closing" has the meaning set forth in Section 2.3 of this Agreement. 


        "Closing Date" has the meaning set forth in Section 2.3 of this Agreement. 


        "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute thereto. 


        "Commission" means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the
Securities Act. 


        "Company" has the meaning set forth in the preamble to this Agreement. 


        "Company Plans" means each Plan that the Company and each of its Subsidiaries maintains or to which the Company and each of its
Subsidiaries contributes. 







 



        "Condition of the Company" means the assets, business, properties, operations or condition (financial or otherwise) of the Company and its
Subsidiaries, taken as a whole. 


        "Contractual Obligations" means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument to which such Person is a party or by which it or any of its property is bound. 


        "Environmental Laws" has the meaning set forth in Section 3.5(a) of this Agreement. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. 


        "FCPA" has the meaning set forth in Section 3.5(c) of this Agreement. 


        "GAAP" means United States generally accepted accounting principles in effect from time to time. 


        "GA LLC" means General Atlantic LLC. 


        "GAP Coinvestment III" has the meaning set forth in the preamble to this Agreement. 


        "GAP Coinvestment IV" has the meaning set forth in the preamble to this Agreement. 


        "GAP Group" has the meaning set forth in Section 4.9 of this Agreement. 


        "GAP LP" has the meaning set forth in the preamble to this Agreement. 



        "Governmental Authority" means the government of any nation, state, city, locality or other political subdivision thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing. 


        "Indemnified Party" has the meaning set forth in Section 7.1 of this Agreement. 


        "Intellectual Property" has the meaning set forth in Section 3.5(d) of this Agreement. 



        "IPO" means the Company's initial public offering of its shares of Class A Common Stock as contemplated by the SEC Report. 


        "Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or preference,
priority, right or other security interest or preferential arrangement of any kind or nature whatsoever (excluding preferred stock and equity related preferences). 


        "Losses" has the meaning set forth in Section 7.1 of this Agreement. 


        "Material Adverse Effect" has the meaning set forth in Section 3.1 of this Agreement. 


        "Money Laundering Laws" has the meaning set forth in Section 3.5(d) of this Agreement. 


        "OFAC" has the meaning set forth in Section 3.5(e) of this Agreement. 



        "Person" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint
stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. 


        "Purchased Shares" has the meaning set forth in Section 2.1 of this Agreement. 


        "Purchasers" has the meaning set forth in the preamble to this Agreement. 


        "Purchasers' RRA" has the meaning set forth in Section 8.1 of this Agreement. 


        "SEC Report" means Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration Number
333-122565) filed with the Commission on April    , 2005. 


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        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. 


        "Secretary" has the meaning set forth in the Company's By-laws. 


        "Selling Stockholder RRA" has the meaning set forth in Section 8.1 of this Agreement. 


        "Significant Subsidiaries" has the meaning set forth in Section 3.1 of this Agreement. 



        "Stock Equivalents" means any security or obligation which is by its terms convertible into or exchangeable or exercisable for shares of
Common Stock or other capital stock of the Company, and any option, warrant or other subscription or purchase right with respect to common stock or such other capital stock. 


        "Subsidiaries" means, as of the relevant date of determination, with respect to any Person, a corporation or other Person of which 50% or
more of the voting power of the outstanding voting equity securities or 50% or more of the outstanding economic equity interest is held, directly or indirectly, by such Person. Unless otherwise
qualified, or the context otherwise requires, all references to a "Subsidiary" or to "Subsidiaries" in
this Agreement shall refer to a Subsidiary or Subsidiaries of the Company. 


        "Transfer" shall have the meaning set forth in Section 8.3 of this Agreement. 


 
 

ARTICLE II    
    
    PURCHASE AND SALE OF CLASS A COMMON STOCK    
    



        2.1    Purchase and Sale of Class A Common Stock from the Company.    Subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Company, on the Closing Date the percentage of the
aggregate number of shares of Class A Common Stock being sold and determined pursuant to the next sentence of this Section 2.1 as is set forth opposite such Purchaser's name on  Schedule 2.1 hereto (which shall be updated in accordance with Section 8.2 hereof to the extent necessary by the Purchasers and such
updated Schedule will be delivered to the Company no later than the Business Day prior to the Closing Date). The shares of Class A Common Stock being purchased pursuant to this
Section 2.1 are collectively referred to herein as the "Purchased Shares"). For purposes of this Agreement, the aggregate number of all Purchased
Shares shall be equal to (rounded to the nearest whole share) the quotient obtained by dividing (x) 75,000,000 by (y) the "initial public offering price per share" of Class A
Common Stock as set forth on the front cover of the final prospectus contained in the Company's Registration Statement on Form S-1 (333-122565). 


        2.2    Use of Proceeds.    The Company shall use the proceeds from the sale of the Purchased Shares in accordance with
the disclosure contained in the section entitled "Use of Proceeds" in the Registration Statement on Form S-1 (Registration Number 333-122565) declared effective by the
Commission. 


        2.3    Closing.    Unless this Agreement has been terminated in accordance with Section 9.1, the closing of the
sale and purchase of the Purchased Shares (the "Closing") shall take place at the offices of Davis Polk & Wardwell, New York, New York, at
10:00 a.m., local time, simultaneously with the closing of the IPO, or at such other time, place and date that the Company and the Purchasers may agree in writing (the
"Closing Date"); provided, however, that in no event shall the Closing Date be later than the closing of the IPO. On the Closing Date, (a) the
Company shall deliver to each of the Purchasers a certificate or certificates in definitive form and registered in the name of each such Purchaser, representing the Purchased Shares and
(b) each Purchaser shall pay the aggregate purchase price for its Purchased Shares by wire transfer of immediately available funds to such account or accounts as designated by the Company. 


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ARTICLE III    
    
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY    
    


        The Company represents and warrants to each of the Purchasers on and as of the date hereof as follows: 


        3.1    Corporate Existence and Power.    The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the SEC Report, and
has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any
business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. The Company has no subsidiaries
except those entities set forth in Exhibit 21 to the SEC Report; the subsidiaries of the Company listed in Schedule 3.1 hereto are the
only significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X, as promulgated by the Commission) of the Company (the
"Significant Subsidiaries"); each subsidiary of the Company has been duly incorporated or formed and is validly existing as a corporation or limited
liability company under the laws of its jurisdiction of incorporation or formation; and each subsidiary of the Company is in good standing (to the extent such concept is recognized in its jurisdiction
of incorporation or formation), except where the failure of any subsidiary other than a Significant Subsidiary to be in good standing would not, individually or in the aggregate, have a material
adverse effect on the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its consolidated subsidiaries taken as a whole (a
"Material Adverse Effect") or interfere with the consummation of the transactions contemplated by this Agreement. 



        3.2    Authorization; No Contravention.    The issue and sale of the Purchased Shares to be sold by the Company and
the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is
a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches
or violations as would not, individually or in the aggregate, have a Material Adverse Effect or interfere with the consummation of the transactions contemplated by this Agreement; nor will such action
result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification (each, an
"Authorization") of or with any such court or governmental agency or body is required for the issue and sale of the Purchased Shares or the consummation
by the Company of the transactions contemplated by this Agreement, except such Authorizations as may be required under state or foreign securities or Blue Sky laws in connection with the purchase of
the Purchased Shares by the Purchasers. 


        3.3    Binding Effect.    This Agreement has been duly executed and delivered by the Company, and constitutes the
legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity). 


        3.4    Litigation.    Other than as set forth in the SEC Report, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or of which any 


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property
of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material
Adverse Effect or interfere with the consummation of the transactions contemplated by this Agreement; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others. 


        3.5    Compliance with Laws    



        (a)   The
Company and its subsidiaries are (A) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"),
(B) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and
(C) have not received notice of any actual or potential liability under any environmental law, except where such
non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse
Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the SEC Report; 



        (b)   (A)
The Company and its subsidiaries own, possess, license or have other rights to use, all patents, patent applications, trade and service marks, trade and service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the "Intellectual
Property") necessary for the conduct of the Company's business as now conducted or as proposed in the SEC Report to be conducted, except where the failure to own, possess or
license would not, individually or in the aggregate, have a Material Adverse Effect; (B) except as set forth in the SEC Report, there are no pending actions, suits or proceedings against the
Company, or to the knowledge of the Company, against any other entity or person, (i) challenging the Company's rights in or to any such Intellectual Property, (ii) challenging the
validity or scope of any such Intellectual Property, or (iii) stating that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights
of others; (C) except as set forth in the SEC Report and excluding any action, suit or proceeding which would not reasonably be expected to have a Material Adverse Effect or interfere with the
consummation of the transactions contemplated by this Agreement, to the Company's knowledge, there is no threatened action, suit or proceeding, or written claim received by the Company
(i) challenging the Company's rights in or to any such Intellectual Property; (ii) challenging the validity or scope of any such Intellectual Property; or (iii) stating that the
Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; and (D) except as set forth in the SEC Report and excluding any
action, suit or proceeding which would not reasonably be expected to have a Material Adverse Effect or interfere with the consummation of the transactions contemplated by this Agreement, there is no
infringement by third parties of any such Intellectual Property; 


        (c)   Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent or employee of the Company or any of its subsidiaries
is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder ("FCPA"), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in
furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
"foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; the Company and
its subsidiaries have conducted their businesses in compliance with the FCPA (as applicable) and have instituted and maintain policies 



5







 




and
procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith; 


        (d)   The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, and the rules and regulations thereunder (collectively, the "Money Laundering Laws") and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws
is pending or, to the best knowledge of the Company, threatened; and 


        (e)   Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent or employee of the Company or any of its subsidiaries
is currently targeted by any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and the
Company will not directly or, to the knowledge of the Company, indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the activities of any person currently targeted by any U.S. sanctions administered by OFAC. 




        3.6    Capitalization.    The Company has an authorized capitalization as set forth in the SEC Report, and all of the
issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the description of the stock contained in
the SEC Report; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and
non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; the Purchased Shares to be issued and sold by the Company
to the Purchasers hereunder have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and
non-assessable and will conform to the description of the stock contained in the SEC Report. 


        3.7    No Default or Breach; Contractual Obligations.    Neither the Company nor any of its subsidiaries is
(A) in violation of its Certificate of Incorporation or By-laws or (B) in default in the performance or observance of any material obligation, agreement, covenant or
condition contained in any material indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be
bound, except, in the case of (B), a default which would not, individually or in the aggregate, have a Material Adverse Effect. 


        3.8    SEC Report; Financial Statements    



        (a)   The
SEC Report conforms in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated
thereunder. The SEC Report does not, and as of the Closing Date the Registration Statement on Form S-1 (Registration Number 333-122565) (including the prospectus
included therein) declared effective by the Commission will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. This representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with any written information furnished to the Company by any underwriter or the selling stockholders. 



        (b)   The
audited consolidated financial statements of the Company and its Subsidiaries (balance sheet and statements of operations, cash flow and stockholders' equity,
together with the notes thereto) for the fiscal years ended November 30, 2004 and November 30, 2003, which 



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contain
the unqualified report of Ernst & Young LLP (the "Audited Financial Statements"), set forth in the SEC Report are complete and correct in
all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other. The Audited Financial Statements fairly present
in all material respects the financial condition, operating results and cash flows of the Company and its Subsidiaries as of the respective dates and for the respective periods indicated in accordance
with GAAP. 


        (c)   The
Company (individually and on a consolidated basis) and each of its Significant Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (A) transactions are executed in accordance with management's general or specific authorizations; (B) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with
management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. 




        3.9    No Material Adverse Change; Ordinary Course of Business.    Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included in the SEC Report any loss or interference with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the SEC Report, except for such loss or interference as
would not, individually or in the aggregate, have a Material Adverse Effect; and, since the respective dates as of which information is given in the SEC Report, there has not been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its consolidated subsidiaries taken as a whole, otherwise than as set
forth or contemplated in the SEC Report. 


        3.10    Private Offering.    No registration of the Purchased Shares, pursuant to the provisions of the Securities Act
or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Purchased Shares. The Company agrees that neither it, nor anyone acting on its behalf, shall offer to
sell the Purchased Shares or any other securities of the Company so as to require the registration of the Purchased Shares pursuant to the provisions of the Securities Act or any state securities or
"blue sky" laws. 


        3.11    Broker's, Finder's or Similar Fees.    Any brokerage commissions, finder's fees, placement fees, or similar
fees or commissions payable in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with the Company or any of its Subsidiaries or any action taken
by any such Person shall be paid by the Company on the Closing Date. 


 
 

ARTICLE IV    
    
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER    
    



        Each of the Purchasers hereby represents and warrants, severally and not jointly, to the Company on and as of the date hereof and the Closing Date as follows: 


        4.1    Existence and Power.    Such Purchaser (a) is a limited partnership or limited liability company, as the
case may be, duly organized and validly existing under the laws of the jurisdiction of its formation and (b) has the requisite partnership or limited liability company, as the case may be,
power and authority to execute, deliver and perform its obligations under this Agreement. 



        4.2    Authorization; No Contravention.    The execution, delivery and performance by such Purchaser of this Agreement
and the transactions contemplated hereby (a) have been duly authorized by all 


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necessary
partnership or limited liability company, as the case may be, action, (b) do not contravene the terms of such Purchaser's organizational documents, or any amendment thereof,
(c) do not violate, conflict with or result in any breach, default or contravention of, or the creation of (or with due notice or lapse of time or both would result in any breach, default or
contravention of), any Lien under, any Contractual Obligation of such Purchaser or a Requirement of Law applicable to such Purchaser, and (d) do not violate any Orders of any Governmental
Authority against, or binding upon, such Purchaser. 


        4.3    Governmental Authorization; Third Party Consents.    No approval, consent, compliance, exemption, authorization
or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection
with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions
contemplated hereby. 


        4.4    Binding Effect.    This Agreement has been duly executed and delivered by such Purchaser and constitutes the
legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity relating to enforceability
(regardless of whether considered in a proceeding at law or in equity). 



        4.5    Purchase for Own Account.    The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement
are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction
that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. Such Purchaser understands and agrees that such Purchased
Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act; and that the Purchased Shares cannot be sold,
transferred or otherwise disposed of except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. Such Purchaser agrees to the imprinting of a
legend on certificates representing all of its Purchased Shares to the following effect: 


        THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. 



        4.6    Restricted Securities.    Such Purchaser understands that the Purchased Shares will not be registered at the
time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the
Company on such exemption is predicated in part on such Purchaser's representations set forth herein. 


        4.7    Broker's, Finder's or Similar Fees.    There are no brokerage commissions, finder's fees or similar fees or
commissions payable by such Purchaser in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with such Purchaser or any action taken by such
Purchaser. 


        4.8    Accredited Investor.    Such Purchaser is an "Accredited Investor" within the meaning of Rule 501 of
Regulation D under the Securities Act, as presently in effect. 


8







 



        4.9    Group.    The Purchasers are Affiliates of each other and constitute a "group" (as defined in Rule 13df
-5 promulgated under the Exchange Act). The Purchasers are also members of a "group" of investment entities that are Affiliates of GA LLC (such group, the "GAP
Group"). The GAP Group beneficially owns assets with a fair market value in excess of $100 million. 


        4.10    Disclosure.    The Purchasers have carefully reviewed the SEC Report and have been furnished with all other
materials that they consider relevant to an investment in the Purchased Shares; the Purchasers have had a full opportunity to ask questions of and receive answers from the Company or any person or
persons acting on behalf of the Company concerning the terms and conditions of an investment in the Purchased Shares. 


        4.11    Reliance.    The Purchasers are not relying upon, and have not relied upon, any statement, representation or
warranty made by any person, including, without limitation, the placement agents and the underwriters in the IPO, except for the statements, representations and warranties contained in this Agreement. 


 
 

ARTICLE V    
    
    CONDITIONS TO THE OBLIGATION
  OF THE PURCHASER TO CLOSE    
    


        The obligation of the Purchasers to purchase the Purchased Shares, to pay the purchase price therefor at the Closing and to perform any obligations hereunder
shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date. 


        5.1    Secretary's Certificate.    The Purchasers shall have received a certificate from the Company, dated the
Closing Date and signed by the Secretary of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, (b) that the attached
copies of the Certificate of Incorporation, the Amended and Restated By-laws, resolutions of the Board of Directors approving this Agreement and the transactions contemplated hereby, are
all true, complete and correct and remain unamended and in full force and effect and (c) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and
any other document delivered in connection herewith on behalf of the Company. 


        5.2    Purchased Shares.    The Company shall have delivered to each of the Purchasers certificates in definitive form
representing the number of Purchased Shares set forth opposite such Purchaser's name on Schedule 2.1 hereto. 


        5.3    IPO.    The Company's Registration Statement on Form S-1 (Registration Number
333-122565) shall have been declared effective by the Commission, such Registration Statement shall remain effective, no stop order shall have been issued by the Commission against such
Registration Statement and the Company shall have, simultaneously with the Closing, consummated the IPO. 


 
 

ARTICLE VI    
    
    CONDITIONS TO THE OBLIGATION
  OF THE COMPANY TO CLOSE    
    


        The obligation of the Company to issue and sell the Purchased Shares and to perform its other obligations hereunder shall be subject to the satisfaction as
determined by, or waiver by, the Company of the following conditions on or before the Closing Date; provided, however that the Company shall not be permitted to waive the conditions set forth in
Section 6.2 without the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc. 



        6.1    Payment of Purchase Price.    Each Purchaser shall be prepared to pay the aggregate purchase price for the
Purchased Shares to be purchased by such Purchaser. 


9







 



        6.2    IPO.    The Company's Registration Statement on Form S-1 (Registration Number 333-122565) shall have
been declared effective by the Commission, such Registration Statement shall remain effective, no stop order shall have been issued by the Commission against such Registration Statement and the
Company shall have, simultaneously with the Closing, consummated the IPO. 


 
 

ARTICLE VII    
    
    INDEMNIFICATION    
    


        7.1    Indemnification    



        (a)   Subject
to the limitations set forth in Section 7.4, the Company agrees to indemnify, defend and hold harmless each of the Purchasers and its Affiliates and their
respective officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an "Indemnified Party") to
the fullest extent permitted by law from and against any and all losses, Claims, or written threats thereof (including, without limitation, any Claim by a third party), damages, expenses (including
reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between the Company and the Indemnified Party or between the Indemnified Party and any third
party or otherwise in the manner described in Section 7.2 below) or other liabilities (collectively, "Losses") resulting from or arising out of
any breach of any representation or warranty, covenant or agreement by the Company in this Agreement or any certificate delivered hereunder. 


        (b)   In
connection with the obligation of the Company to indemnify for expenses as set forth in clause (a) of this Section 7.1, the Company shall upon
presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of counsel
incurred by the Indemnified Party in any action between the Company and the Indemnified Party or between the Indemnified Party and any third party) as they are incurred by such Indemnified Party;  provided, however, that if such expenses arise out of any action, investigation or other proceeding
commenced by an Indemnified Party (other than as a result of any action, Claim or written threat by a third party against the Indemnified Party), the Company shall reimburse such Indemnified Party for
all such expenses only (x) after the final resolution or disposition of such action, investigation or other proceeding and (y) if such Indemnified Party prevails in such action,
investigation or other proceeding; and provided, further, that if an Indemnified Party is reimbursed
under this Article VII for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that such expenses resulted or arose primarily from
the gross negligence, bad faith, or willful misconduct of such Indemnified Party. 




        7.2    Notification.    Each Indemnified Party under this Article VII shall, promptly after the receipt of
notice of the commencement of any Claim against such Indemnified Party in respect of which indemnity may be sought from the Company under this Article VII, notify the Company in writing of the
commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party
under this Article VII unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses, or otherwise materially prejudices the Company's
defense of such Claim. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the
defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided that any Indemnified Party may, at its own expense, retain separate counsel
to participate in such defense. Notwithstanding the foregoing, in any Claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to
become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own 


10







 

defense
of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the
Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation
advisable; provided, however, that (i) the Company shall not be liable for the fees and expenses
of more than one counsel to all Indemnified Parties, (ii) in any action between the Company and the Indemnified Parties, the Company shall reimburse the Indemnified Parties for such fees and
expenses only (x) after the final resolution or disposition of such action and (y) if the Indemnified Party prevails in such action and (iii) in any action between the Indemnified
Parties and any third party, the Company shall reimburse the Indemnified Parties for such fees and expenses as such fees and expenses are incurred. The Company agrees that it will not, without the
prior written consent of the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified
Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all
liability arising or that may arise out of such Claim. The Company shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent
shall not be unreasonably withheld. 


        7.3    Contribution.    If the indemnification provided for in this Article VII from the Company is unavailable
to an Indemnified Party hereunder in respect of any Losses for which the Company would otherwise be required to indemnify the Indemnified Party under this Article VII, then the Company, in lieu
of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative
fault of the Company and such Indemnified Party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative faults of the Company
and such Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact, has been made by, or relates to information supplied by, the Company or such Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. 


        7.4    Limits on Indemnification    



        (a)   Absent
fraud or willful or intentional misconduct, the indemnification and contribution provided by the Company pursuant to Sections 7.1(a) and 7.3 shall be the sole and
exclusive remedy for any Losses. 


        (b)   The
amount of any payment by the Company to the Indemnified Parties under this Article VII in respect of Losses resulting from or arising out of any
indemnification or contribution claim made pursuant to Section 7.1(a) or 7.3 shall in no event exceed the aggregate purchase price paid to the Company in consideration of the Purchased Shares. 



 
 

ARTICLE VIII    
    
    COVENANTS OF THE PARTIES    
    


        8.1    Registration Rights.    On or prior to the second anniversary of the Closing Date, the Company shall either
(i) deliver to (x) the Purchasers, an opinion of Davis Polk & Wardwell or another outside counsel reasonably acceptable to the Purchasers to the effect that a trier of fact,
applying the particular facts and circumstances existing at the time such opinion is delivered, should not conclude that the Purchasers (or any Affiliate of the Purchasers that may then own the
Purchased Shares) is an "affiliate" of the Company within the meaning of the Securities Act and (y) the Company's transfer 


11







 

agent,
instructions to remove the legend set forth in Section 4.5 of this Agreement from the certificate(s) representing the Purchased Shares, and the Company's transfer agent shall have
removed such legend from the certificate(s) representing the Purchased Shares in accordance with such instructions, or (ii) enter into a Registration Rights Agreement in form and substance
reasonably satisfactory to the Purchasers and the Company (the "Purchasers' RRA") providing (A) the Purchasers with the right to demand
registration of the resale of the Purchased Shares pursuant to a "shelf" Registration Statement on Form S-3 (or any other available form) in accordance with Rule 415
promulgated under the Securities Act; provided, however, that neither such right nor the Purchasers' RRA otherwise shall include any rights to demand an underwritten transaction either pursuant to the
"shelf" registration statement or otherwise, (B) that such shelf Registration Statement shall remain in effect until such time as the Company can cause the delivery of the legal opinion set
forth in clause (i) of this Section 8.1, (C) the Purchasers with "piggyback" rights on any registration by the Company pursuant to the Registration Rights Agreement between the
Company and the selling stockholders identified in the SEC Report (the "Selling Stockholder RRA") or otherwise (other than a registration (i) on
Form S-8 or S-4 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock options or in connection with any
employee benefit or similar plan of the Company, (iii) for its own account pursuant to Rule 415 or any successor rule thereto, or (iv) in connection with a direct or indirect
acquisition by the Company of another company); provided, however, that to the extent that any "cutbacks" are required by the underwriters in any such "piggyback" registration, the number of shares to
be offered by the Purchasers shall be "cutback" before the number of shares offered by the selling stockholders or the Company is "cutback" and (D) other customary terms and provisions;
provided, however, that (a) the rights set forth in the Purchasers' RRA shall be subject in all cases to those set forth in the Selling Stockholder RRA, and (b) to the extent there is
any conflict between the rights of the Purchasers and such selling stockholders (including, without limitation, to the extent that any "cutbacks" are required by the underwriters in a registration
made pursuant to either the Purchasers' RRA or the Selling Stockholder RRA, the number of shares to be offered by the Purchasers shall be "cutback" before the number of shares offered by the selling
stockholders is "cutback"), the rights of the selling stockholders shall prevail. 



        8.2    Allocation of the Purchased Shares and the Purchase Price among the Purchasers.    No later than the fifth
Business Day immediately prior to the Closing Date, the Purchasers shall deliver to the Company an updated Schedule 2.1 to this Agreement setting
forth opposite each Purchaser's name the percentage of the aggregate number of shares of Class A Common Stock that will be purchased by such Purchaser. Notwithstanding the foregoing, the
aggregate purchase price for all of the Purchased Shares shall in no event be less than $75,000,000. 



        8.3    Lock-Up.    From the Closing Date until the date that is two (2) years following the Closing
Date, none of the Purchasers shall, directly or indirectly, without the prior written consent of the Company, offer, sell, contract to sell, transfer, pledge, grant any option to purchase, make any
short sale or otherwise dispose of (each such transaction, a "Transfer"), any of the Purchased Shares, or any options or warrants to purchase any of the
Purchased Shares. However, nothing in this Section 8.3 shall prevent or restrict (a) any Purchaser from Transferring Purchased Shares in connection with a sale of the Company approved by
the Board of Directors (whether by merger, consolidation, tender offer, exchange offer, sale of shares of capital stock, other business combination transaction, sale of all or substantially all of the
assets or otherwise), (b) any Purchaser from Transferring Purchased Shares to any Affiliate of such Purchaser so long as such Affiliate is a member of the GAP Group, or (c) GapStar, LLC,
an Affiliate of the Purchasers, from pledging no more than 1.3% of the Purchased Shares to a financial institution to secure a bona fide obligation to such financial institution;  provided, however, that
in each such case, it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee
is receiving and holding such Purchased Shares subject to the lock-up provisions in this Section 8.3 and that there shall be no further Transfer of such Purchased Shares except in
accordance with the lock-up provisions of this Section 8.3. The foregoing restrictions 


12







 



are
expressly agreed to preclude the Purchasers and any permitted transferees from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or
result in a sale or disposition of any shares of the Company's common stock even if such shares would be disposed of by someone other than the Purchasers or any permitted transferee. Such prohibited
hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any
of the Purchased Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Purchased Shares. 


 
 

ARTICLE IX    
    
    TERMINATION OF AGREEMENT    
    



        9.1    Termination.    This Agreement may be terminated prior to the Closing as follows: 



        (a)   at
any time on or prior to the Closing Date, by mutual written consent of the Company and the Purchasers; provided, however, that this Agreement shall not be terminated
after the effective date of the Registration Statement on Form S-1 (Registration Number 333-122565) unless the underwriting agreement entered into by the Company in
connection with the IPO is terminated prior to the closing of the IPO; or 



        (b)   at
the election of the Company or the Purchasers by written notice to the other parties hereto after 5:00 p.m., New York time, on December 31, 2005, if the
Closing shall not have occurred, unless such date is extended by the mutual written consent of the Company and the Purchasers; provided,  however, that the
right to terminate this Agreement under this Section 9.1(b) shall not be available (i) to any party whose breach of any
representation, warranty, covenant or agreement under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (ii) if the Closing has
not occurred solely because any party hereto has not yet obtained a necessary approval from any Governmental Authority. 




        If
this Agreement so terminates, it shall become null and void and have no further force or effect, except as provided in Section 9.2. 


        9.2    Survival.    If this Agreement is terminated and the transactions contemplated hereby are not consummated as
described above, this Agreement shall become void and of no further force and effect; except for the provisions of this Section 9.2; provided, however, that none of the parties hereto shall
have any liability in respect of a termination of this Agreement pursuant to Section 9.1(a) or Section 9.1(b); and provided, further, that none of the parties hereto shall have any
liability for speculative, indirect, unforeseeable or consequential damages or lost profits resulting from any legal action relating to any termination of this Agreement. 


 
 

ARTICLE X    
    
    MISCELLANEOUS    
    



        10.1    Survival of Representations and Warranties.    All of the representations and warranties made herein shall
survive the execution and delivery of this Agreement until the date that is ninety (90) days after the receipt by the Purchasers of audited consolidated financial statements of the Company and
its Subsidiaries for the fiscal year ending November 30, 2005 (or, if such fiscal year changes and no such audited consolidated financial statements are available, then the successor fiscal
year), except for the representations and warranties in Sections 3.6, 3.11 and 4.3, which shall survive indefinitely. 


13







 

        10.2    Notices.    All notices, demands and other communications provided for or permitted hereunder shall be made in
writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: 



if
to the Company: 


IHS Inc.

15 Inverness Way East

Englewood, CO 80112

Telecopy: (212) 850-8540

Attention: Steve Green, Esq.

Senior Vice President and General Counsel 


with
a copy to: 


Davis
Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

Telecopy: (212) 450-3596

Attention: Luciana Fato, Esq. 


if
to the Purchasers: 


c/o
General Atlantic Service Corporation

3 Pickwick Plaza

Greenwich, CT 06830

Telecopy: (203) 622-8818

Attention:  Steven A. Denning

                    Matthew Nimetz 


with
a copy to: 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telecopy: (212) 757-3990

Attention: Douglas A. Cifu, Esq. 




        All
such notices, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered; (ii) one Business Day after
being sent, if sent via a reputable nationwide overnight courier service guaranteeing next business day delivery; (iii) five (5) Business Days after being sent, if sent by registered or
certified mail, return receipt requested, postage prepaid; and (iv) when receipt is mechanically acknowledged, if telecopied. Any party may by notice given in accordance with this
Section 10.2 designate another address or Person for receipt of notices hereunder. Any party may give any notice, request, consent or other communication under this Agreement using any other
means (including, without limitation, personal delivery, messenger service, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have
been duly given unless and until it is actually received by the party to whom it is given. 



        10.3    Successors and Assigns; Third Party Beneficiaries.    This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and the terms and conditions thereof, after the Closing Date, the Purchasers may assign
any of their rights under this Agreement to any of their respective Affiliates. The Company may only assign any of its rights under this Agreement with the written consent of the Purchasers. Except as
provided in Article VI, Article VII, Article IX and Section 10.4(b), no Person other than the parties hereto and their successors and permitted assigns is intended to be a
beneficiary of this Agreement. 


14







 



        10.4    Amendment and Waiver    



        (a)   No
failure or delay on the part of the Company or the Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 



        (b)   Any
amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by
the Company or the Purchasers from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and the Purchasers
purchasing a majority of the Purchased Shares, and (ii) only in the specific instance and for the specific purpose for which made or given.
Notwithstanding the foregoing, (A) this Agreement may not be amended after the execution of the underwriting agreement to be entered into by the Company in connection with the IPO and prior to
the closing of the IPO and (B) this sentence, Article VI and the proviso set forth in Section 9.1(a) may not be amended after the date hereof, in each case of (A) and (B),
without the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc. Except where notice is specifically required by this Agreement, no notice to or demand on the
Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 




        10.5    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 



        10.6    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        10.7    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 


        10.8    Severability.    If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof. 


        10.9    Rules of Construction.    Unless the context otherwise requires, references to sections or subsections refer
to sections or subsections of this Agreement. 


        10.10    Entire Agreement.    This Agreement, together with the exhibits and schedules hereto are intended by the
parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein. This Agreement, together with the exhibits and
schedules hereto supersedes all prior agreements and understandings between the parties with respect to such subject matter. 


        10.11    Public Announcements.    Following the date hereof, the Company shall be permitted to issue a press release
in compliance with Rule 135 under the Securities Act and file the SEC Report with disclosure relating to this Agreement and the transactions contemplated hereby and to file this Agreement with
the SEC Report or a subsequent amendment. The Purchasers shall have the opportunity to review and comment on the press release prior to its issuance and to review and comment on any portion of the SEC
Report or any amendment thereto that describes the Transaction 


15







 



or
the Purchasers, which review and comment shall be provided as expeditiously as possible and in any event within 24 hours of delivery. Any such press release shall be in form and substance
reasonably satisfactory to the Purchasers. Except as set forth in the previous sentence, neither the Company nor the Purchasers will issue any press release or make any public statements with respect
to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto, except to the extent such party reasonably believes such press release or
public statement is required by applicable law or stock market regulations; provided however that the Company and the Purchasers may make reasonable public statements consistent with prior public
statements otherwise permitted under this Section 10.11; and provided further, that following the Closing, GA LLC may disclose on its worldwide
web page, www.generalatlantic.com, the name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business
of the Company, the Company's logo and the aggregate amount of the Purchasers' investment in the Company. Notwithstanding the foregoing, the Company will not use or refer to the name of any Purchaser
in any public statement or disclosure without the consent of such Purchaser except to the extent that such party reasonably believes such statement or disclosure is required by applicable law or stock
market regulations. 


        10.12    Further Assurances.    Each of the parties shall execute such documents and perform such further acts
(including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other
Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 


[Remainder
of page intentionally left blank] 


16








        IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Stock Purchase Agreement on the date first written above. 



	 	 	IHS INC.
	

 	
 	

By:	

/s/  STEPHEN GREEN          
 Name: Stephen Green

Title: Senior Vice President and General Counsel
	

 	
 	

GENERAL ATLANTIC PARTNERS 80, L.P.
	

 	
 	

By:	

GENERAL ATLANTIC LLC,

            its General Partner
	

 	
 	

By:	

/s/  MATTHEW NIMETZ          
 Name: Matthew Nimetz

Title: A Managing Director
	

 	
 	

GAP COINVESTMENT PARTNERS III, LLC
	

 	
 	

By:	

/s/  MATTHEW NIMETZ          
 Name: Matthew Nimetz

Title: A Managing Member
	

 	
 	

GAP COINVESTMENT PARTNERS IV, LLC
	

 	
 	

By:	

/s/  MATTHEW NIMETZ          
 Name: Matthew Nimetz

Title: A Managing Member













QuickLinks



Exhibit 10.2


STOCK PURCHASE AGREEMENT



ARTICLE I DEFINITIONS

ARTICLE II PURCHASE AND SALE OF CLASS A COMMON STOCK

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE V CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE

ARTICLE VI CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE

ARTICLE VII INDEMNIFICATION

ARTICLE VIII COVENANTS OF THE PARTIES

ARTICLE IX TERMINATION OF AGREEMENT

ARTICLE X MISCELLANEOUS