**Exhibit 2.1**

**AGREEMENT FOR THE SALE AND PURCHASE OF THESHARE CAPITAL OF JANE’S INFORMATION GROUP(HOLDINGS) LIMITED(CONFORMED COPY)**

**DATED 12 JUNE 2007**

**WOODBRIDGE INTERNATIONAL HOLDINGS S.A.**

**AND**

**THE WOODBRIDGE COMPANY LIMITED**

**AND**

**INFORMATION HANDLING SERVICES INC.**

**AND**

**IHS INC.**

**ALLEN & OVERY**

**Allen & Overy LLP**

11794-00030CO:5287407.10

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**CONTENTS**
|              | ** ** | ** **                                                                                                          | ** ** | **Page No.** |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|--------------|
| **Clause**   |       |                                                                                                                |       |         |
|         |       |                                                                                                                |       |         |
| 1.           |       | Interpretation                                                                                                      |       | 2            |
| 2.           |       | Sale and Purchase of the Shares                                                                                     |       | 2            |
| 3.           |       | Completion                                                                                                          |       | 3            |
| 4.           |       | Locked Box                                                                                                          |       | 3            |
| 5.           |       | Escrow Account                                                                                                      |       | 4            |
| 6.           |       | Post-Completion Covenants                                                                                           |       | 4            |
| 7.           |       | Loans and Guarantees                                                                                                |       | 5            |
| 8.           |       | Seller’s and Seller’s Guarantor’s Warranties                                                         |       | 6            |
| 9.           |       | Purchaser’s and Purchaser’s Guarantor’s Warranties                                                   |       | 6            |
| 10.          |       | The New Shares                                                                                                      |       | 7            |
| 11.          |       | Pensions                                                                                                            |       | 9            |
| 12.          |       | Announcements and Confidentiality                                                                                   |       | 9            |
| 13.          |       | Guarantee by Purchaser’s  Guarantor                                                                            |       | 10           |
| 14.          |       | Guarantee by Seller’s Guarantor                                                                                |       | 11           |
| 15.          |       | Notices                                                                                                             |       | 12           |
| 16.          |       | Assignments                                                                                                         |       | 13           |
| 17.          |       | Payments                                                                                                            |       | 14           |
| 18.          |       | General                                                                                                             |       | 15           |
| 19.          |       | Whole Agreement                                                                                                     |       | 16           |
| 20.          |       | Governing Law and Jurisdiction                                                                                      |       | 16           |
| 21.          |       | Language                                                                                                            |       | 17           |
| ** **   | ** ** | ** **                                                                                                          |
| **Schedule** | ** ** | ** **                                                                                                          |
| ** **   | ** ** | ** **                                                                                                          |
| 1.           |       | The Company                                                                                                         |       |         |
| 2.           |       | The Subsidiaries                                                                                                    |       |         |
| 3.           |       | Properties                                                                                                          |       |         |
| 4.           |       | Seller’s and Seller’s Guarantor’s Warranties                                                         |       |         |
|         |       | Part 1            Seller’s  Guarantor’s Warranties |       |         |
|         |       | Part 2            Seller’s  Warranties                  |       |         |
| 5.           |       | Warranty Claims                                                                                                     |       |         |
| 6.           |       | Pensions                                                                                                            |       |         |
|         |       | Part 1            UK                                         |       |         |
|         |       | Part 2            US                                         |       |         |
| 7.           |       | Completion                                                                                                          |       |         |
|         |       | Part 1            Seller’s  obligations                 |       |         |
|         |       | Part 2            Purchaser’s  obligations              |       |         |
| 8.           |       | Interpretation                                                                                                      |       |         |
|         |       |                                                                                                                |
| Signatories  |       | 18                                                                                                                  |
|              |            |                                                                                                                     |            |              |  |  |

 

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**THISAGREEMENT** is made on 12 June, 2007

**BETWEEN**:

(1)           **WOODBRIDGEINTERNATIONAL HOLDINGS S.A.**(R.C.Luxembourg No. 66196) whose registered office is at 3 Boulevard Royal,L-2449 Luxembourg, Luxembourg (the **Seller**);

(2)           **THE WOODBRIDGE COMPANY LIMITED**whose registered office is at 65 Queen Street, W Ste 2400, Toronto M5H 2M8,Canada (the **Seller’s Guarantor**);

(3)           **INFORMATIONHANDLING SERVICES INC.** a companyincorporated in Delaware whose principal executive offices are at 15 InvernessWay East, Englewood, CO 80112, USA  (the **Purchaser**); and

(4)           **IHS INC.** a company incorporated in Delaware whose principal executive officesare at 15 Inverness Way East, Englewood, CO 80112, USA (the **Purchaser’s Guarantor**).

**BACKGROUND**:

(A)          TheSeller is legally and beneficially entitled to all the issued share capital ofJane’s Information Group (Holdings) Limited, details of which are set out inSchedule 1 (the **Company**).

(B)           TheSeller wishes to sell and the Purchaser wishes to purchase all the issued sharecapital of the Company on the terms set out in this agreement.

(C)           ThePurchaser’s Guarantor is willing to guarantee the obligations of the Purchaserunder this agreement and the Seller’s Guarantor is willing to guarantee theobligations of the Seller under this agreement.

**ITIS AGREED** as follows:

**1.**             INTERPRETATION

1.1           Inaddition to terms defined elsewhere in this agreement, the definitions andother provisions in Schedule 8 apply throughout this agreement, unless thecontrary intention appears.

1.2           Inthis agreement, unless the contrary intention appears, a reference to a clause,subclause or schedule is a reference to a clause, subclause or schedule of orto this agreement.  The schedules formpart of this agreement.

1.3           Theheadings in this agreement do not affect its interpretation.

**2.**             SALE AND PURCHASE OF THE SHARES

2.1           TheSeller shall sell and the Purchaser shall purchase the Shares.

2.2           TheShares shall be sold with full title guarantee and together with all rightsattaching to them.

2.3           Theconsideration for the sale of the Shares shall be satisfied in full:

(a)           £47,030,091to be satisfied by the issue of 2,256,573 New Shares to the Seller by thePurchaser’s Guarantor; and

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(b)           bythe payment to the Seller of the sum of £18,738.

2.4           Theconsideration for the assignment of the Loan Amount and the UK Loan AmountInterest shall be satisfied by the issue of 2,142,427 New Shares to the Sellerby the Purchaser’s Guarantor.

2.5           TheNew Shares shall be credited as fully paid and ranking pari passu in allrespects with the issued Class A Common Stock.

2.6           TheAggregate Price is payable in full on Completion and not subject to any postCompletion adjustment (save for any adjustment pursuant to any payment relatingto a Warranty Claim or covenant as set out in this agreement and the Tax Deed).

**3.**             COMPLETION

3.1           Completionshall take place at the offices of the Seller’s Solicitors immediately afterthe signature of this agreement.

3.2           AtCompletion:

(a)           theSeller shall observe and perform the provisions of Part 1 of Schedule 7; and

(b)           thePurchaser shall observe and perform the provisions of Part 2 of Schedule 7.

3.3           ThePurchaser shall not be entitled in any circumstances to rescind or terminatethis agreement after Completion.

**4.**             LOCKED BOX

4.1           TheSeller undertakes to the Purchaser that since the Reference Balance Sheet Dateno Group Company:

(a)           hasmade any payment to, or for the benefit of, any member of the Seller’s Group orany director of any member of the Seller’s Group excluding any payment under anemployee contract or service contract entered into prior to the ReferenceBalance Sheet Date and on the terms prevailing at that date, details of whichare in the Data Room;

(b)           hassuffered or incurred any debt, liability (whether actual, contingent orprospective) or obligation to, or for the benefit of, any member of the Seller’sGroup or any director of any member of the Seller’s Group excluding any debt,liability or obligation under an employment contract or service contractentered into prior to the Reference Balance Sheet Date and on the termsprevailing at that date, details of which are in the Data Room;

(c)           hasgiven, or become bound by, or made any payment pursuant to, any security,guarantee, indemnity, counter-indemnity or surety of any nature whatsoever inrespect of any debt, liability or obligation of any member of the Seller’sGroup, any director of any member of the Seller’s Group excluding any debt,liability or obligation under an employment contract or service contractentered into prior to the Reference Balance Sheet Date and on the termsprevailing at that date;

(d)           hasacquired or purchased from or sold, transferred or otherwise disposed of orlent or gifted to any member of the Seller’s Group or any director of anymember of the Seller’s Group any money, asset (whether tangible or intangible)or any other right, title or interest therein;

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(e)           hasmade, paid or declared any dividend of any nature or other distribution of anykind or paid any interest or principal (on any debt or loan) to any member ofthe Seller’s Group (other than another Group Company);

(f)            hascreated, allotted or issued any share or loan capital or purchased or redeemedany of its share or loan capital (other than to or from another Group Company);or

(g)           hasmaterially varied the payment practices relating to trade creditors oraccelerated the collection of trade debts; or

(h)           hasforgiven or waived any amounts owed to a Group Company by any members of theSeller’s Group; or

(i)            haspaid or incurred any costs or expenses relating to the sale of the Shares (toany person) or to any other transaction contemplated by this agreement (exceptin relation to the LTIP); or

(j)            hasamended the terms of any of its borrowing or indebtedness in the nature ofborrowing owed by it to any member of the Seller’s Group; or

(k)           hasincurred any borrowing or indebtedness in the nature of borrowing; or

(l)            hasagreed or further undertaken or conditionally agreed or undertaken to do any ofthe foregoing.

4.2           ThePurchaser shall not be entitled to bring any claim under this clause 4 inrespect of a matter, fact or circumstance which is fairly disclosed in theDisclosure Letter with reference to this clause 4.

**5.**             ESCROW ACCOUNT

5.1           TheSeller confirms that the Company, JIGL and the LTIP Signatories have executedthe Escrow Agreement to establish the Escrow Account.

5.2           TheEscrow Account shall be operated, and the Escrow Sum (or any part of it) shallbe applied, in accordance with the Escrow Agreement to meet the Company’sliabilities to the LTIP Participants under the LTIP.

**6.**             POST-COMPLETION COVENANTS

6.1           Witheffect from Completion, the Purchaser shall procure that no Group Company,except with respect to the Service Agreements, represents that the Seller orany other member of the Seller’s Group or any member of the Thomson Groupretains any connection with the Group Companies.

6.2           TheSeller’s Guarantor covenants with the Purchaser that it shall not and shallprocure that no member of the Seller’s Group which is Controlled by the Seller’sGuarantor, shall, whether directly or through a recruitment agency orotherwise:

(a)           fora period of one year after Completion induce or attempt to induce any person(other than a person employed in a senior capacity) who is at Completion anemployee of a Group Company to leave the employment of that Group Company;

(b)           fora period of one year after Completion (i) induce or attempt to induce anyperson who at Completion is employed by a Group Company in a senior capacity toleave the employment of that Group Company or (ii) employ or engage any suchperson;

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(c)           fora period of one year after Completion disclose or divulge (except as requiredby law, any court of competent jurisdiction, or any competent regulatory body)to any third party any information of a secret or confidential nature relatingexclusively to the business or affairs of any Group Company, except to theextent the information is in or comes into the public domain other than as aresult of a breach of any undertaking or duty of confidentiality by any memberof the Seller’s Group; or

(d)           fora period of three years after Completion, save in respect of the Purchaser’sGuarantor be concerned in any business carrying on business in which iscompetitive or likely to be competitive with any of the businesses carried onby a Group Company at Completion.

6.3           Therestrictions in subclauses 6.2(a) shall not prevent any member of the Seller’sGroup from publishing any recruitment advertisement in any local or nationalnewspaper or other publication or on any website provided such advertisement isnot directed specifically at employees of Group Companies, or from negotiatingwith any person who replies to any such advertisement or who initiates (otherthan following a breach of subclauses 6.2(a) by a member of the Seller’s Group)any contact with any member of the Seller’s Group, whether directly or througha recruitment agency or otherwise.

6.4           Therestrictions in subclause 6.2(c) shall not prevent any member of the Seller’sGroup from disclosing such information to any professional adviser(s) whichsuch member has engaged for itself, or to another member of the Seller’s Group.

6.5           Eachof the restrictions in each paragraph or subclause of this clause 6 shall beenforceable independently of each of the others and its validity shall not beaffected if any of the others is invalid.

6.6           Ifany of those restrictions is void but would be valid if some part of therestriction were deleted, the restriction in question shall apply with suchmodification as may be necessary to make it valid.

**7.**             LOANS AND GUARANTEES

7.1           TheSeller’s Guarantor shall procure that on Completion all indebtedness, owingimmediately before Completion from any member of the Seller’s Group to anyGroup Company (other than amounts owing by way of trade credit in the ordinarycourse of trading as a result of goods or services supplied on normal arm’slength terms) is or has been satisfied in full, together with all interestaccruing on it up to (but excluding) Completion, in immediately available fundsin the relevant currency.

7.2           ThePurchaser shall procure that on Completion all indebtedness owing immediatelybefore Completion from any Group Company to any member of either the Seller’s Groupor the Thomson Group (other than amounts owing by way of trade credit in theordinary course of trading as a result of goods or services supplied on normalarm’s length terms or as may remain payable pursuant to the ServiceAgreements), excluding the Loan Amount and the Preference Shares, is satisfiedin full together with all interest accruing on it up to (but excluding)Completion.  Such indebtedness shall berepaid in full in immediately available funds in the relevant currency bytelegraphic transfer to the account of the relevant entity notified in writingin advance.

7.3           ThePurchaser shall, subject to subclause 7.4, procure that as from Completion eachmember of both the Seller’s Group or the Thomson Group is released from allguarantees and indemnities (other than under this agreement or the Tax Deed)which have been given by that member in respect of any liability or obligationof any Group Company,  of whichparticulars are set out in the Disclosure Letter, and pending such release thePurchaser shall indemnify that member against all Losses under those guaranteesand indemnities.

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7.4           TheLease Guarantee shall continue in full force and effect and the execution ofthis agreement shall not be deemed to have waived, modified, changed, releasedor limited in any manner whatsoever any liability under the Lease Guarantee.  With effect from Completion, the Purchasershall offer the Purchaser’s Guarantor as a substitute guarantor on no lessfavourable terms than as provided by The Thomson Corporation PLC pursuant tothe Lease Guarantee and shall use its commercially reasonable endeavours toprocure the release of The Thomson Corporation PLC from the Lease Guarantee andpending such release (and during the term of the Lease Guarantee) the Purchasershall indemnify The Thomson Corporation PLC against all Losses under the LeaseGuarantee.

7.5           TheSeller’s Guarantor shall procure that as from Completion each Group Company isreleased from all guarantees and indemnities (other than under this agreementor the Tax Deed) which have been given by that company in respect of anyliability or obligation of any member of the Seller’s Group or the ThomsonGroup, and pending such release the Seller’s Guarantor shall indemnify thatmember against all Losses under those guarantees and indemnities.

7.6           Subclause7.3 (and subclause 7.4 in the case of The Thomson Corporation PLC) may beenforced by each relevant member of either Seller’s Group or the Thomson Groupagainst the Purchaser under the Contracts (Rights of Third Parties) Act1999.  The provisions of subclause 7.3(and subclause 7.4 in the case of the Thomson Corporation PLC) may be varied byagreement between the Seller and the Purchaser (and the Seller may also releaseor compromise in whole or in part any liability in respect of rights or claimsrelating to any member of the Seller’s Group or the Thomson Group contemplatedby subclause 7.3) without the consent of any other member of the Seller’s Groupor the Thomson Group.

7.7           Subclause7.5 may be enforced by each relevant Group Company against the Seller’sGuarantor under the Contracts (Rights of Third Parties) Act 1999.  The provisions of subclause 7.5 may be variedby agreement between the Seller and the Purchaser (and the Purchaser may alsorelease or compromise in whole or in part any liability in respect of rights orclaims relating to any Group Company contemplated by subclause 7.5) without theconsent of any Group Company.

**8.**             SELLER’S AND SELLER’S GUARANTOR’S WARRANTIES

8.1           TheSeller’s Guarantor warrants to the Purchaser that each of the statements setout in Part 1 of Schedule 4 is true and accurate in all respects.

8.2           TheSeller warrants to the Purchaser that, except as fairly disclosed to thePurchaser in the Disclosure Letter or the Data Room, each of the statements(the **Warranties**) set out in Part 2 ofSchedule 4 and paragraph 1 of Part 1 and paragraph 2 of Part 2 of Schedule 6 istrue and accurate in all respects.

8.3           TheWarranties and any Warranty Claim shall be subject to the limitations and otherprovisions set out in Schedule 5.

**9.**             PURCHASER’S AND PURCHASER’S GUARANTOR’S WARRANTIES

Eachof the Purchaser and the Purchaser’s Guarantor warrants to the Seller that:

(a)           ithas the power to execute and deliver this agreement, and each of the otherTransaction Documents to which it is or will be a party, and to perform itsobligations under each of them and has taken all action necessary to authorisesuch execution and delivery and the performance of such obligations;

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(b)           thisagreement constitutes, and each of the other Transaction Documents to which itis or will be a party will, when executed, constitute legal, valid and bindingobligations of the Purchaser and the Purchaser’s Guarantor, as the case may be,in accordance with its terms;

(c)           theexecution and delivery by the Purchaser or the Purchaser’s Guarantor, as thecase may be, of this agreement and of each of the other Transaction Documentsto which it is or will be a party and the performance of the obligations of thePurchaser or the Purchaser’s Guarantor, as the case may be, under it and eachof them do not and will not conflict with or constitute a default under anyprovision of:

(i)            anyagreement or instrument to which the Purchaser or the Purchaser’s Guarantor isa party; or

(ii)           theconstitutional documents of the Purchaser or the Purchaser’s Guarantor; or

(iii)          anylaw, lien, lease, order, judgment, award, injunction, decree, ordinance orregulation or any other restriction of any kind or character by which thePurchaser or the Purchaser’s Guarantor is bound;

(d)           allauthorisations from, and notices or filings with, any governmental or otherauthority that are necessary to enable the Purchaser or the Purchaser’s Guarantor,as the case may be to execute, deliver and perform its obligations under thisagreement and each of the other Transaction Documents to which it is or will bea party have been obtained or made (as the case may be) and are in full forceand effect and all conditions of each such authorisation have been compliedwith; and

(e)           thePurchaser has (and at Completion will have) immediately available on anunconditional basis (subject only to Completion) the necessary cash resourcesto meet its obligations under this agreement, and each of the other TransactionDocuments to which it is or will be a party.

**10.**          THE NEW SHARES

10.1         TheSeller warrants to the Purchaser that each of the following statements is trueand accurate in all respects:

(a)           theNew Shares to be acquired by the Seller pursuant to this agreement are beingacquired for its own account for investment only, and not with a view to, orfor sale in connection with, any distribution of such New Shares or any partthereof in any transaction that would be in violation of the securities laws ofthe United States of America, any state of the United States or any foreignjurisdiction.  The Seller understands andagrees that such New Shares have not been registered under the Securities Actand are “restricted securities” within the meaning of Rule 144 under theSecurities Act; and that the New Shares cannot be sold, transferred orotherwise disposed of except in compliance with the Securities Act andapplicable state and foreign securities laws, as then in effect.  The Seller agrees to imprinting of a legendon certificates representing all of its New Shares to the following effect:

THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANYSTATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION.  THE SECURITIES MAY NOT BE SOLD, TRANSFERREDOR OTHERWISE DISPOSED OF IN THE ABSENCE ON AN EFFECTIVE REGISTRATION STATEMENTUNDER SUCH ACT OR AN OPINION OF COUNSEL,

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SATISFACTORYTO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED;

(b)           theSeller understands that the New Shares will not be registered at the time of theirissuance under the Securities Act for the reason that the issue of the NewShares provided for in this Agreement is exempt pursuant to Section 4(2) of theSecurities Act and that the reliance of the Guarantor on such exemption ispredicated in part on the Seller’s representations set forth herein;

(c)           theSeller is an “Accredited Investor” within the meaning of Rule 501 of RegulationD under the Securities Act, as presently in effect; and

(d)           immediately prior to the transactions contemplatedhereby, the Seller and any persons that, directly or indirectly through one ormore intermediaries, Control, are Controlled by or are under common Controlwith the Seller, collectively owned less than 446,000 shares of Class A CommonStock.

10.2         ThePurchaser warrants to the Seller that each of the following statements is trueand accurate in all respects:

(a)           the New Shares to be issued to the Seller on Completion pursuant to thisagreement, when issued and delivered, willbe duly authorized, validly issued, fully paid and nonassessable and free andclear of any liens or encumbrances, preemptive rights or rights of firstrefusal (except for the lock-up agreement pursuant to clause 10.3). Subject tothe accuracy of the Seller’s warranties in clause 10.1 of this agreement theNew Shares, when issued and delivered, will be issued and delivered incompliance with all applicable securities laws and governmental regulations;and

(b)           thePurchaser’s Guarantor shall take all action reasonably necessary to cause theNew Shares to be approved for listing on the New York Stock Exchange as soon aspracticable following Completion.

10.3         Fromthe date of Completion until the date that is three (3) years following thedate of Completion, the Seller shall not, directly or indirectly, without theprior written consent of the Purchaser’s Guarantor, offer, sell, contract tosell, transfer, pledge, grant any option to purchase, make any short sale orotherwise dispose of (each such transaction, a **Transfer**),any of the New Shares, or any options or warrants to purchase any of the NewShares.  However, nothing in this clause10.3 shall prevent or restrict (a) the Seller from Transferring New Shares inconnection with a sale of the Purchaser’s Guarantor approved by the board ofdirectors of the Purchaser’s Guarantor (whether by merger, consolidation,tender offer, exchange offer, sale of shares of capital stock, other businesscombination transaction, sale of all or substantially all of the assets orotherwise) or (b) the Seller from Transferring New Shares to any person that,directly or indirectly through one or more intermediaries, Controls, isControlled by or is under common Control with the Seller provided, however,that it shall be a condition to such Transfer that the transferee execute anagreement stating that the transferee is receiving and holding such New Sharessubject to the lock-up provisions in this clause 10.3 and that there shall beno further Transfer of such New Shares except in accordance with the lock-upprovisions of this clause 10.3.  Theforegoing restrictions are expressly agreed to preclude the Seller fromengaging in any hedging or other transaction which is designed to or whichreasonably could be expected to lead to or result in a sale or disposition ofany shares of common stock of the Purchaser’s Guarantor even if such shareswould be disposed of by someone other than the Seller.  Such prohibited hedging or other transactionswould include, without limitation, any short sale or any purchase, sale orgrant of any right (including, without limitation, any put or call option) withrespect to any of the New Shares or with respect to any security that includes,relates to, or derives any significant part of its value from such NewShares.In the event following the three

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yearlock-up period referred to above, the New Shares owned by the Seller are notsaleable without registration pursuant to the exemptions provided by rule 144under the Securities Act, then, at the Seller’s request, the Purchaser’sGuarantor will use commercially reasonable efforts to register the New Sharesfor resale pursuant to a “shelf” Registration Statement on Form S-3 (or anyother available form) in accordance with Rule 415 promulgated under theSecurities Act*.*

**11.**          PENSIONS

11.1         Onand after Completion, the Seller and the Purchaser shall each observe andperform those provisions of Schedule 6 as are expressed to be observed andperformed by it.

**12.**          ANNOUNCEMENTS AND CONFIDENTIALITY

12.1         ThePurchaser shall procure that no member of the Purchaser’s Group for the timebeing, and no adviser or other person connected with any such member, shallmake any announcement, other than the Announcement, concerning the sale orpurchase of the Shares or any related or ancillary matter before, on or afterCompletion.  The Purchaser shall alsoprocure that none of the Group Companies and no adviser or other personconnected with any such company shall make any announcement concerning the saleor purchase of the Shares or any related or ancillary matter on or after Completion.  The Seller shall procure that no member of theSeller’s Group for the time being, and no adviser or other person connectedwith any such member, shall make any announcement, other than the Announcement,concerning the sale or purchase of the Shares or any related or ancillarymatter before, on or after Completion.

12.2         ThePurchaser:

(a)           shall,and shall procure that each other member of the Purchaser’s Group for the timebeing shall, keep confidential all information provided to any member of thePurchaser’s Group by or on behalf of the Seller’s Group or otherwise obtainedby any member of the Purchaser’s Group in connection with this agreement whichrelates to the Seller or any other member of the Seller’s Group; and

(b)           shallprocure that, if after Completion any Group Company holds confidentialinformation relating to the Seller’s Group, that Group Company shall afterCompletion keep that information confidential and shall return that informationto the Seller or destroy it, in either case without retaining copies.

12.3         TheSeller and/or the Seller’s Guarantor:

(a)           shall,and shall procure that each member of the Seller’s Group for the time being shall,keep confidential all information provided to any member of the Seller’s Groupby or on behalf of the Purchaser or otherwise obtained by it in connection withthis agreement which relates to any member of the Purchaser’s Group; and

(b)           shall,and shall procure that each member of the Seller’s Group for the time beingshall, after Completion keep confidential all information of a confidentialnature relating to the business or affairs of a Group Company.

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12.4         Nothing in this clause 12 prevents any announcement being made or anyconfidential information being disclosed (or being retained and not returned ordestroyed):

(a)           wheresuch announcement contains information which is consistent with the informationset out in the Announcement, or where such announcement contains theconfidential information set out in the Announcement; or

(b)           withthe written approval of the other parties; or

(c)           tothe extent required by law, any court of competent jurisdiction or anycompetent regulatory body (including the Securities Exchange Commission and theNew York Stock Exchange), but if a person is so required to make anyannouncement or to disclose any confidential information, the relevant partyshall promptly notify the other parties, where practicable and lawful to do so,before the announcement is made or disclosure occurs (as the case may be) and,where practicable and lawful to do so, shall co-operate with the other partiesregarding the timing and content of such announcement or disclosure (as thecase may be) or any action which the other parties may reasonably elect to taketo challenge the validity of such requirement.

12.5         Nothingin this clause prevents any confidential information being disclosed (or, whereapplicable, being retained and not returned or destroyed):

(a)           by anymember of the Purchaser’s Group for the time being or, on or after Completion,by any Group Company to the extent that the information is in or comes into thepublic domain otherwise than as a result of a breach of any undertaking or dutyof confidentiality by any member of the Purchaser’s Group or, on or afterCompletion, by any Group Company; or

(b)           byany member of the Seller’s Group for the time being to the extent that theinformation is in or comes into the public domain otherwise than as a result ofa breach of any undertaking or duty of confidentiality by any member of theSeller’s Group for the time being; or

(c)           by anymember of the Purchaser’s Group for the time being or, on or after Completion,by any Group Company to its professional advisers, auditors or bankers but,before any disclosure to any such person, the Purchaser shall procure that suchperson is made aware of the terms of this clause and shall use its bestendeavours to procure that such person adheres to those terms as if such personwere bound by the relevant provisions of this clause; or

(d)           byany member of the Seller’s Group for the time being to its professionaladvisers, auditors or bankers but, before any disclosure to any such person, theSeller shall procure such person is made aware of the terms of this clause andshall use its best endeavours to procure that such person adheres to thoseterms as if such person were bound by the relevant provisions of this clause;or

(e)           to amember of the Purchaser’s Group (in the case of the Purchaser); or

(f)            toenable the relevant party to enforce its rights under this agreement.

**13.**          GUARANTEE BY PURCHASER’SGUARANTOR

13.1         The Purchaser’s Guarantor, as primaryobligor, unconditionally and irrevocably guarantees, by way of continuingguarantee to the Seller, the payment and performance by the Purchaser, whendue, of all amounts and obligations under this agreement and the otherTransaction Documents.  This guaranteeshall remain in full force and effect until all such amounts and obligationshave been irrevocably paid and discharged in full.

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13.2         The Purchaser’s Guarantor’s obligations underthis clause:

(a)           constitute direct, primary and unconditionalobligations to pay on demand by the Seller or the Seller’s Guarantor any sumwhich the Purchaser is liable to pay under this agreement or any otherTransaction Document and to perform on demand any obligation of the Purchaserunder this agreement or any other Transaction Document without requiring theSeller or the Seller’s Guarantor first to take any steps against the Purchaseror any other person; and

(b)           shall not be affected by any matter or thing whichbut for this provision might operate to affect or prejudice those obligations,including:

(i)            any time or indulgence granted to, orcomposition with, the Purchaser or any other person; or

(ii)           any amendment of this agreement; or

(iii)          the taking, variation, renewal or release of,or refusal or neglect to perfect or enforce, any right, remedy or securityagainst the Purchaser or any other person; or

(iv)          any legal limitation, disability or other circumstancerelating to the Purchaser or any unenforceability or invalidity of anyobligation of the Purchaser under this agreement or any other TransactionDocument.

**14.**          GUARANTEE BY SELLER’S GUARANTOR

14.1         The Seller’s Guarantor, as primary obligor,unconditionally and irrevocably guarantees, by way of continuing guarantee tothe Purchaser and the Purchaser’s Guarantor, the payment and performance by theSeller, when due, of all amounts and obligations under this agreement and theother Transaction Documents (other than the Service Agreements).  This guarantee shall remain in full force andeffect until all such amounts and obligations have been irrevocably paid anddischarged in full.

14.2         The Seller’s Guarantor’s obligations underthis clause:

(a)           constitute direct, primary and unconditionalobligations to pay on demand by the Purchaser or the Purchaser’s Guarantor anysum which the Seller is liable to pay under this agreement or any otherTransaction Document (other than the Service Agreements) and to perform ondemand any obligation of the Seller under this agreement or any otherTransaction Document (other than the Service Agreements) without requiring thePurchaser or the Purchaser’s Guarantor first to take any steps against theSeller or any other person; and

(b)           shall not be affected by any matter or thing whichbut for this provision might operate to affect or prejudice those obligations,including:

(i)            any time or indulgence granted to, orcomposition with, the Seller or any other person; or

(ii)           any amendment of this agreement; or

(iii)          the taking, variation, renewal or release of,or refusal or neglect to perfect or enforce, any right, remedy or securityagainst the Seller or any other person; or

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(iv)          any legal limitation, disability or other circumstancerelating to the Purchaser or any unenforceability or invalidity of anyobligation of the Purchaser under this agreement or any other TransactionDocument (other than the Service Agreements).

**15.**          NOTICES

15.1         Any notice or othercommunication to be given under this agreement or the Tax Deed must be inwriting (which includes fax, but not any other form of ElectronicCommunication) and must be delivered or sent by post or fax to the party towhom it is to be given as follows:

(a)           tothe Seller at:

3 Boulevard RoyalLuxembourg L-2449

Fax:  352 46 7449

marked for theattention of Gregor D Dalrymple,

(b)           tothe Seller’s Guarantor at:

65 Queen Street WSuite 2400Toronto, ONCanada M5H2M8

Fax:   416365 9293

markedfor the attention of Gregory J Dart,

(c)           tothe Purchaser and/or the Purchaser’s Guarantor at:

IHSInc.

15Inverness Way Est

Englewood,CO 80112

Fax:  303 754 4025

markedfor the attention of the CEO,

Copiedto:

IHSGroup Services Inc.

1350Avenue of the Americas

Suite840

NewYork, NY 10019

Fax:212 850 8540

markedfor the attention of General Counsel,

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orat any such other address or fax number of which it shall have given notice forthis purpose to the other parties under this clause.  Any notice or other communication sent bypost shall be sent by prepaid first class post (if the country of destinationis the same as the country of origin) or by prepaid airmail (if the country ofdestination is not the same as the country of origin).

15.2         Any notice or othercommunication shall be deemed to have been given:

(a)           ifdelivered, on the date of delivery; or

(b)           ifsent by post, on the second Business Day after it was put into the post; or

(c)           ifsent by fax, on the date of transmission, if transmitted before 3.00 p.m.(local time at the country of destination) on any Business Day, and in anyother case on the Business Day following the date of transmission.

15.3         In proving the giving of anotice or other communication, it shall be sufficient to prove that deliverywas made or that the envelope containing the communication was properlyaddressed and posted by prepaid first class post or by prepaid airmail or thatthe fax was properly addressed and transmitted, as the case may be.

15.4         This clause shall not applyin relation to the service of any claim form, notice, order, judgment or otherdocument relating to or in connection with any proceedings, suit or actionarising out of or in connection with this agreement.

**16.**          ASSIGNMENTS

16.1         The Purchaser may, upongiving a notice to the Seller, assign the benefit of this agreement and the TaxDeed to any other member of the Purchaser’s Group of which the Purchaser hasControl for the time being and if it does so:

(a)           theassignee may enforce the obligations on the part of the Seller and the Seller’sGuarantor under this agreement (including the Warranties) and under the TaxDeed as if it had been named in this agreement and in the Tax Deed as thePurchaser;

(b)           asbetween the Seller, the Seller’s Guarantor and the Purchaser and the Purchaser’sGuarantor, the Seller and the Seller’s Guarantor may nevertheless enforce thisagreement and the Tax Deed against the Purchaser and the Purchaser’s Guarantoras if the assignment had not occurred;

(c)           theassignment shall be without cost to the Seller and shall not in any way operateso as to increase the liability or reduce the rights of any of the partiesunder this agreement or the Tax Deed; and

(d)           priorto the assignee ceasing to be controlled by the Purchaser for the time being,the Purchaser shall procure that the benefit of this agreement and the Tax Deedis re-assigned to the Purchaser or assigned to another member of thePurchaser’s Group for the time being.

16.2         Except as permitted by thisclause, none of the rights or obligations under this agreement or the Tax Deedmay be assigned or transferred without the prior written consent of all theparties and any such purported assignment or transfer shall be void.

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**17.**          PAYMENTS

17.1         Unless otherwise expresslystated (or as otherwise agreed in the case of a given payment), any payment tobe made under this agreement or the Tax Deed shall be made in pounds sterlingin immediately available funds by transfer of the relevant amount into therelevant account on or before the date the payment is due for value on thatdate.  The relevant account for a givenpayment is:

(a)           ifthat payment is to the Seller, the account at:
|        | bank:           | BNP Paribas Luxembourg S.A. |
|--------|-----------------|-----------------------------|
|   |            | 10a Bd Royal                |
|   |            | L-2093 Luxembourg           |
|   |            |                        |
|   | IBAN:           | LU96 0220 0210              |
|   | SWIFT:          | BNPALULL                    |
|   | account number: | 021017,                     |

 

orsuch other account as the Seller shall, not less than three Business Daysbefore the date that payment is due, have specified by giving notice to thePurchaser for the purpose of that payment;

(b)           ifthat payment is to the Purchaser, the account of the Purchaser that it shall,not less than three Business Days before the date that payment is due, havespecified in writing to the Seller for the purpose of that payment;

(c)           ifthat payment is to the Escrow Account, the account at:
|        | bank:           | The Royal Bank of Scotland PLC |
|--------|-----------------|--------------------------------|
|   |            | Corporate Banking Centre       |
|   |            | 2 1⁄2 Devonshire Square     |
|   |            | London                         |
|   |            |                           |
|   | sort code:      | 16-04-000                      |
|   | account number: | 31273287                       |
|   | account name:   | LTIP Account,                  |

 

or such other accountas the Seller shall, not less than three Business Days before the date thatpayment is due, have specified by giving notice to the Purchaser for thepurpose of that payment.

17.2         If a party defaults inmaking any payment when due of any sum payable under this agreement, it shallpay interest on that sum from (and including) the date on which payment is dueuntil (but excluding) the date of actual payment (after as well as beforejudgment) at an annual rate of 2% above the base rate from time to time of TheRoyal Bank of Scotland plc, which interest shall accrue from day to day and becompounded monthly.

17.3         If the Purchaser or thePurchaser’s Guarantor is required by law to make a deduction or withholding inrespect of any sum payable under this agreement (other than a payment ofinterest), the Purchaser or the Purchaser’s Guarantor shall, at the same timeas the sum which is the subject of the deduction or withholding is payable,make a payment to the Seller of such additional amount as shall be required toensure that the net amount received by the Seller will equal the full amountwhich would have been received by it had no such deduction or withholding beenrequired to be made.

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17.4         If the Seller or the Seller’sGuarantor is required by law to make a deduction or withholding in respect ofany sum payable under this agreement, the Seller or the Seller’s Guarantorshall, at the same time as the sum which is the subject of the deduction orwithholding is payable, make a payment to the Purchaser of such additionalamount as shall be required to ensure that the net amount received by thePurchaser will equal the full amount which would have been received by it hadno such deduction or withholding been required to be made.

**18.**          GENERAL

18.1         Each of the obligations,warranties and undertakings set out in this agreement (excluding any obligationwhich is fully performed at Completion) shall continue in force afterCompletion.

18.2         Time is not of the essencein relation to any obligation under this agreement unless:

(a)           timeis expressly stated to be of the essence in relation to that obligation; or

(b)           oneparty fails to perform an obligation by the time specified in this agreementand the other party serves a notice on the defaulting party requiring it toperform the obligation by a specified time and stating that time is of theessence in relation to that obligation.

18.3         Except as otherwiseexpressly provided in this agreement, each party shall pay the costs andexpenses incurred by it in connection with the entering into and completion ofthis agreement.  The Company shall notpay, and has not entered into any agreement to pay, any cost and expensesincurred by the Seller or the Seller’s Guarantor in connection with enteringinto any completion of this agreement.

18.4         This agreement may beexecuted in any number of counterparts, all of which taken together shallconstitute one and the same agreement, and any party (including any dulyauthorised representative of a party) may enter into this agreement byexecuting a counterpart.  Facsimilesignatures shall be valid and binding to the same extent as originalsignatures.

18.5         The rights of each partyunder this agreement:

(a)           maybe exercised as often as necessary;

(b)           exceptas otherwise expressly provided by this agreement, are cumulative and not exclusiveof rights and remedies provided by law; and

(c)           maybe waived only in writing and specifically.

Delayin exercising or non-exercise of any such right is not a waiver of thatright.

18.6         Except as set out in clause18.7 and other than in respect of any member of the Thomson Group, a person whois not a party to this agreement may not enforce any of its terms under theContracts (Rights of Third Parties) Act 1999.

18.7         Notwithstanding clause 18.6:

(a)           anyemployee of a Group Company shall be entitled to enforce the obligations of thePurchaser pursuant to clause 11;

(b)           anyLTIP Participant shall be entitled to enforce clauses 3 and 5;

(c)           anyGroup Company shall be entitled to enforce the obligations of the Sellerpursuant to clause 11;

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(d)           anyGroup Company or its directors, officers, or employees shall be entitled toenforce the provisions of paragraph 1.2 of Schedule 5; and

(e)           therelevant Group Company shall be entitled to enforce the indemnities inparagraphs 2.1 and 2.2 of Schedule 6.

providedthat notwithstanding that any term of this agreement may be or becomeenforceable by a third party, the terms of this agreement or any of them may bevaried, amended or modified by agreement in writing between the parties.

**19.**          WHOLE AGREEMENT

19.1         This agreement and the otherTransaction Documents contain the whole agreement between the parties relatingto the transactions contemplated by the Transaction Documents and supersede allprevious agreements, whether oral or in writing, between the parties relating tothese transactions.  Except as requiredby statute, no terms shall be implied (whether by custom, usage or otherwise)into this agreement.

19.2         Each party acknowledges thatin agreeing to enter into this agreement and the other Transaction Documents ithas not relied on any express or implied representation, warranty, collateralcontract or other assurance (except those repeated in the TransactionDocuments) made by or on behalf of any other party before the entering into ofthis agreement.  Each party waives allrights and remedies which, but for this subclause 19.2, might otherwise beavailable to it in respect of any such representation, warranty, collateralcontract or other assurance.

19.3         Nothing in this clauselimits or excludes any liability for fraud.

**20.**          GOVERNING LAW AND JURISDICTION

20.1         This agreement is governedby English law.

20.2         The English courts haveexclusive jurisdiction to settle any dispute arising out of or in connectionwith this agreement and the parties submit to the exclusive jurisdiction of theEnglish courts.

20.3         Each of the Purchaser andthe Purchaser’s Guarantor irrevocably appoints Technical Indexes Limited of 1stFloor Bucklesbury House, 83 Cannon Street, London EC4N 8PE as its agent inEngland for service of process.

20.4         Each of the Seller and theSeller’s Guarantor irrevocably appoints Law Debenture Corporate ServicesLimited of the Fifth Floor, 100 Wood Street, London, EC2V 7EX, as its agent inEngland for service of process.

20.5         Theparties waive any objection to the English courts on grounds that they are aninconvenient or inappropriate forum to settle any such dispute.

20.6         Each party irrevocably andunconditionally waives, to the fullest extent permitted by applicable law, anyright it may have to a trial by jury in any legal action or proceeding arising,directly or indirectly, out of or relating to this agreement or thetransactions contemplated by it and for any counterclaim therein (in each casewhether based on contract, tort or any other theory and whether predicated oncommon law, statute or otherwise).  Eachparty (a) certifies that no representative, agent or attorney of any otherparty has represented, expressly or otherwise, that such other party would not,in the event of litigation, seek to enforce the foregoing waiver, and (b)acknowledges that it and the other

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partieshave been induced to enter into this agreement by, amongst other things, themutual waivers and certifications in this clause.

**21.**          LANGUAGE

Thelanguage of this agreement and the transactions envisaged by it is English andall notices to be given in connection with this agreement must be inEnglish.  All demands, requests,statements, certificates or other documents or communications to be provided inconnection with this agreement and the transactions envisaged by it must be inEnglish or accompanied by a certified English translation; in this case theEnglish translation prevails unless the document or communication is astatutory or other official document or communication.

**ASWITNESS** this agreement has been signed by the parties(or their duly authorised representatives) on the date stated at the beginningof this agreement.

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**SIGNATORIES**
| Signed by                        | )      |                                                                                                |
|----------------------------------|--------|-----------------------------------------------------------------------------------------------------|
| **FOR  WOODBRIDGE**              | )      |               /s/ Gregor Dalrymple |
| **INTERNATIONAL  HOLDINGS S.A.** |   | ** **                                                                                          |
| ** **                       |   | ** **                                                                                          |
| Signed by                        | )      |                                                                                                |
| **FOR THE  WOODBRIDGE**          | )      |               /s/  Greg Dart       |
| **COMPANY  LIMITED**             |   |                                                                                                |
|                             |   |                                                                                                |
| Signed by                        | )      |                                                                                                |
| for**INFORMATION HANDLING**      | )      | /s/ Stephen Green                                                                                   |
| **SERVICES  INC**                |   |                                                                                                |
|                             |   |                                                                                                |
| Signed by                        | )      |                                                                                                |
| for**IHS INC.**                  | )      | /s/ Stephen Green                                                                                   |
|                             |   |                                                                                                |

 

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