Exhibit
10.12


 


IN MAKING AN INVESTMENT
DECISION WITH RESPECT TO THE SECURITIES TRANSFERRED HEREBY, INVESTORS MUST RELY
ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING MADE WITH
RESPECT TO SUCH SECURITIES, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY DOCUMENT IN
CONNECTION WITH SUCH OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.


 


STOCK
TRANSFER AGREEMENT


 


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”).


 


WHEREAS, pursuant to the
terms of the Management Unit Purchase Agreement, dated August 2, 2006, by and
between Oenoke and the Company (the “Management Unit Purchase Agreement”),
Oenoke purchased 4,687,500 units (the “Initial Units”), each of which
consists of a share of Common Stock of the Company (the “Stock”; the
shares of Stock underlying the Initial Units, the “Initial Shares”) and
a warrant to purchase a share of Stock (the “Warrants”; the Warrants
underlying the Initial Units, the “Initial Warrants”) at $0.002 per
Initial Unit, for an aggregate purchase price of $9,375.00;


 


WHEREAS, the Company
subsequently redeemed the Initial Warrants from Oenoke;


 


WHEREAS, the Transferee
was appointed a director of the Company on August 7, 2006 by written
consent of the sole director and ratification by the sole stockholder of the
Company;


 


WHEREAS, the Company
anticipates issuing units (the “Public Units”) to the public (the “IPO”)
pursuant to the terms and conditions set forth in the registration statement on
Form S-1 (the “Registration Statement”) initially filed with the
Securities and Exchange Commission (the “SEC”) on August 11, 2006;


 


WHEREAS, the Company
desires that the Transferee own an interest in the Company; and


 


WHEREAS, on the terms and
conditions contained in this Agreement, each Transferee desires to purchase
from Oenoke, and Oenoke desires to transfer to each Transferee, the number of
Initial Shares set forth opposite such Transferee’s name on Exhibit A
hereto (collectively, the “Transferred Shares”) in cash for the amount
set forth thereon.


 


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the Company, Oenoke and the Transferee
hereby agree as follows:


 

















 


1.                                       Purchase and Sale of
Shares. The
Transferee hereby agrees to purchase from Oenoke, and Oenoke hereby agrees to
transfer to the Transferee, that number of Transferred Shares set forth on Exhibit A
at the purchase price set forth on Exhibit A, payable in cash.


 


2.                                       Closing.


 


(a)                                  The
closing hereunder, including payment for and transfer of the Transferred Shares
shall occur at the offices of the Company immediately following the execution
of this Agreement, or at such other time and place as the parties may mutually
agree.


 


(b)                                 At
the closing, (i) the Transferee shall pay to Oenoke in cash the purchase
price set forth on Exhibit A, (ii) Oenoke shall return to the
Company for cancellation the certificate(s) representing the Initial Shares,
(iii) the Company shall deliver to the Transferee a certificate
representing the Transferred Shares transferred to such Transferee hereunder,
and (iv) the Company shall reissue to Oenoke a certificate(s) representing
that number of shares equal to the Initial Shares minus the aggregate number of
Transferred Shares (the “Remaining Shares”).


 


3.                                       Representations and
Warranties.


 


(a)                                  Oenoke
represents and warrants to the Company and the Transferee that:


 


i.                                          Oenoke
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware, with full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly and validly authorized by all necessary limited
liability company action of Oenoke and has been duly and validly executed and
delivered by Oenoke and constitutes the valid and binding obligation of Oenoke,
enforceable against it in accordance with its terms. Oenoke has good and valid
title to the Transferred Shares, free and clear of all liens and encumbrances.


 


(b)                                 The
Company represents and warrants to Oenoke and each Transferee that:


 


i.                                          it
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, with full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly and validly authorized by all necessary corporate action of the
Company and has been duly and validly executed and delivered by the Company and
constitutes the valid and binding obligation of the Company, enforceable
against it in accordance with its terms.


 


ii.                                       the
Transferred Shares will be duly and validly authorized at the time of issuance,
and, when issued and delivered against payment therefor as provided herein,
will be duly and validly issued and fully paid and nonassessable.


 


2

















 


(c)                                  The
Transferee represents to the Company and to Oenoke as follows:


 


i.                                          the
Transferee is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), a copy of which is annexed hereto.


 


ii.                                       the
Transferred Shares are being acquired for the Transferee’s own account, only
for investment purposes and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act.


 


iii.                                    the
Transferee has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Transferee
enforceable against it in accordance with its terms.


 


4.                                       Limitations on Transfer. The Transferee shall not
assign, hypothecate, donate, encumber or otherwise dispose of any interest in
the Transferred Shares, except in compliance with the provisions hereof, the
Management Unit Purchase Agreement and applicable securities laws. The
Transferee acknowledges that the Company shall not be required (a) to
transfer on its books any shares of Stock which shall have been transferred in
violation of any of the provisions set forth herein or in the Management Unit
Purchase Agreement or (b) to treat as owner of such shares or to accord
the right to vote as such owner or to pay dividends to any purported transferee
to whom such shares shall be sought to be transferred in violation of this
Agreement. The
Transferee hereby further acknowledges that it may be required to hold the
Transferred Shares indefinitely. During the period of time during which the
Transferee holds the Transferred Shares, the value of such Transferred Shares
may increase or decrease, and any risk associated with such Transferred Shares
and such fluctuation in value shall be borne by the Transferee.


 


5.                                       Voting of Shares; Waiver
of Conversion Rights; Lock-Up. In connection with the vote required to consummate a
Business Combination (as defined in the Company’s Certificate of
Incorporation), each Transferee shall vote the Transferred Shares in accordance
with the majority of the shares of Stock voted by the Company’s public
stockholders, and therefore waives any conversion rights such Transferee might
have with respect to such Transferred Shares, as provided in the Company’s
Certificate of Incorporation. Transferee hereby waives any right to receive
distributions with respect to the shares of Stock transferred or reissued
hereunder upon the liquidation of the Trust Fund (as defined in the Company’s
Certificate of Incorporation), or as part of the Company’s plan of dissolution
and distribution in the event the Company fails to consummate such Business
Combination by the Termination Date (as defined in the Company’s Certificate of
Incorporation). In the event that the Company fails to consummate a Business
Combination by the Termination Date, the Transferee shall vote the Transferred
Shares in favor of any plan of dissolution and liquidation recommended by the
Company’s board of directors. The Transferred Shares will be subject to a
lock-up as referred to in the Registration Statement. Subject to certain
limited exceptions to be set forth therein, the Transferred Shares will not be
transferable until the date that is one year after the closing of a Business
Combination.


 


3

















 


6.                                       Restrictive Legends. The Transferee acknowledges
that all certificates representing the Transferred Shares shall have endorsed
thereon legends in substantially the following forms (in addition to any other
legend which may be required by other agreements between the parties hereto):


 


(a)                                  “THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE SHARES REPRESENTED
BY THIS CERTIFICATE FOR AN INDEFINITE PERIOD OF TIME.”


 


(b)                                 “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO FURTHER SUBJECT TO THE
PROVISIONS OF THE STOCK TRANSFER AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES
(THE “COMPANY”), OENOKE PARTNERS, LLC (“OENOKE”) AND THE TRANSFEREE NAMED
THEREIN AND THE MANAGEMENT UNIT PURCHASE AGREEMENT, DATED AUGUST 2, 2006
BY AND BETWEEN OENOKE AND THE COMPANY (THE “MANAGEMENT UNIT PURCHASE
AGREEMENT”) AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE COMPANY, AND, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NO SALE, ASSIGNMENT, TRANSFER OR
OTHER DISPOSITION OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS MADE IN
COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF THOSE AGREEMENTS.”


 


7.                                       Registration Rights. Transferee (and its assignees
and transferees) shall be granted certain registration rights pursuant to the
registration rights agreement (the “Registration Rights Agreement”) referred
to in the Management Unit Purchase Agreement.


 


8.                                       Miscellaneous.


 


(a)                                  Notices. All notices required or permitted
hereunder shall be in writing and shall be deemed effectively given:  (i) upon personal delivery to the party
to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, and if not during normal
business hours of the recipient, then on the next business day, (iii) five
(5) calendar days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) business day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the other party hereto at such party’s address hereinafter set forth on
the signature page hereof, or at such other address as such party may designate
by ten (10) days advance written notice to the other party hereto.


 


(b)                                 Successors and Assigns. This Agreement
shall inure to the benefit of the successors and assigns of the Company, and,
subject to the restrictions on transfer herein set forth, be binding upon each
Transferee and Oenoke and their respective successors and assigns.


 


4

















 


(c)                                  Governing Law; Venue. This Agreement shall
be governed by, construed and enforced in accordance with the laws of the State
of New York, without giving effect to the conflicts of laws principles thereof.
Each of the parties hereby agrees to submit to the jurisdiction of any Federal
or State court located in the Borough of Manhattan in New York City with
respect to any actions, claims or proceeding arising under this Agreement. Each
party hereby irrevocably waives any defense or objection to such submission to
jurisdiction.


 


(d)                                 Further Execution. The parties agree to
take all such further action(s) as may reasonably be necessary to carry out and
consummate this Agreement as soon as practicable, and to take whatever steps
may be necessary to obtain any governmental approval in connection with or
otherwise qualify the issuance of the securities that are the subject of this
Agreement.


 


(e)                                  Entire Agreement; Amendment. This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes and merges all prior agreements or
understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing
signed by each of the parties hereto.


 


(f)                                    Severability. If one or more provisions of
this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of this Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of this Agreement shall
be enforceable in accordance with its terms.


 


(g)                                 Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.


 


[Signatures
on following page]


 


5

















 


In
Witness Whereof, the parties hereto have executed this
Agreement as of the day and year first above written.


 


 


	
   

  	
  Information
  Services Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Connors

  	
   

  
	
   

  	
   

  	
  Michael Connors

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  	
  Address: Four Stamford
  Plaza

  
	
   

  	
   

  	
  107 Elm Street

  
	
   

  	
   

  	
  Stamford, CT 06902

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oenoke
  Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Connors

  	
   

  
	
   

  	
   

  	
  Michael Connors

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: Four Stamford
  Plaza

  
	
   

  	
   

  	
  107 Elm Street

  
	
   

  	
   

  	
  Stamford, CT 06902

  



 


[Stock Transfer
Agreement]


 

















 


	
   

  	
  Transferee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J.
  Chrenc

  	
   

  
	
   

  	
   

  	
  Robert J. Chrenc

  



 


[Stock Transfer
Agreement]


 

















 


EXHIBIT
A


 


[Transferee,
Shares, Purchase Price]


 


 


	
  Transferee

  	
   

  	
  Number of Shares

  	
   

  	
  Aggregate Purchase Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert J. Chrenc

  	
   

  	
  62,500

  	
   

  	
  $

  	
  62.50