28,125,000 Units Information Services Group, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2007 • Information Services Group Inc. • Blank checks • New York
Information Services Group, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 28,125,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.001 par value (the “Common Stock”) and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 4,218,750 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 29th, 2007 • Information Services Group Inc. • Blank checks • New York
This Warrant Agreement is made as of , 2007 between Information Services Group, Inc., a Delaware corporation, with offices at Four Stamford Plaza, 107 Elm Street, Stamford, CT 06902 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
January 29, 2007Information Services Group Inc. • January 29th, 2007 • Blank checks
This letter is intended to amend and restate in its entirety that certain letter agreement, dated January 8, 2007, which I previously delivered to you.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • January 29th, 2007 • Information Services Group Inc. • Blank checks • New York
This Stock Transfer Agreement (this “Agreement”) is made as of December 21, 2006, by and among Oenoke Partners, LLC a Delaware limited liability company (“Oenoke”), Information Services Group, Inc. (the “Company”) and the individual whose name is set forth on Exhibit A (the “Transferee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2007 • Information Services Group Inc. • Blank checks • New York
This Agreement is made as of January , 2007 by and between Information Services Group, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
January 29, 2007Information Services Group Inc. • January 29th, 2007 • Blank checks
This letter is intended to amend and restate in its entirety that certain letter agreement, dated December 21, 2006, which was previously delivered to you.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 29th, 2007 • Information Services Group Inc. • Blank checks • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of January , 2007, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), Information Services Group, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company who are signatories hereto (collectively, the “Stockholders”) and Oenoke Partners, LLC (“Oenoke”), with reference to the following facts:
January 29, 2007Information Services Group Inc. • January 29th, 2007 • Blank checks
This letter is intended to amend and restate in its entirety that certain letter agreement, dated December 21, 2006, which I previously delivered to you.
SECOND AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • January 29th, 2007 • Information Services Group Inc. • Blank checks • New York
THIS SECOND AMENDED AND RESTATED PRIVATE PLACEMENT PURCHASE AGREEMENT (this "Agreement") made as of this 29th day of January 2007, by and between INFORMATION SERVICES GROUP, INC., a Delaware corporation (the "Company"), and OENOKE PARTNERS, LLC, a Delaware limited liability company (the "Purchaser").
