EXHIBIT 4.5


 


THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF 180 DAYS FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DEUTSCHE BANK
SECURITIES INC. (“DEUTSCHE BANK”) OR AN UNDERWRITER OR A SELECTED DEALER IN
CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR
PARTNER OF DEUTSCHE BANK OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION
BY INFORMATION SERVICES GROUP, INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK
EXCHANGE, ASSET OR STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY
IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II)                 ,
2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,                 ,
2011.


 


UNIT PURCHASE OPTION


FOR THE PURCHASE OF


937,500 UNITS


OF


INFORMATION SERVICES GROUP, INC.


 


1.                                       PURCHASE OPTION.


 


THIS CERTIFIES THAT, in consideration of $100.00
duly paid by or on behalf of                   
(“HOLDER”), as registered owner of this Purchase Option (“PURCHASE OPTION”), to
Information Services Group, Inc. (“COMPANY”), Holder is entitled, at any
time or from time to time upon the later of the consummation of a Business
Combination or                   ,
2008 (“COMMENCEMENT DATE”), and at or before 5:00 p.m., New York City
local time,                   ,
2011 (“EXPIRATION DATE”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to 937,500 units (“UNITS”) of the Company,
each Unit consisting of one share of common stock of the Company, par value
$0.001 per share (“COMMON STOCK”), and one warrant (“WARRANT”) expiring four
years from the effective date (“EFFECTIVE DATE”) of the registration statement
(“REGISTRATION STATEMENT”) pursuant to which Units are offered for sale to the
public (“OFFERING”). Each Warrant is the same as the warrants included in the
Units being registered for sale to the public by way of the Registration
Statement (“PUBLIC WARRANTS”), except that the exercise price of the Warrant is
$7.50 per share (such exercise price, as it may be adjusted hereunder, the
“Underwriter’s Warrant Price”). If the Expiration Date is a day on which
banking institutions are authorized by law to close in New York City, then this
Purchase Option may be exercised on the next succeeding day which is not
such a day in accordance with the terms herein. During the period ending on the
Expiration Date, the Company agrees not to take any action that would terminate
the Purchase Option. This Purchase Option is initially exercisable at $9.60 per
Unit so purchased; provided, however, that upon the occurrence of any of the
events specified in Section 6 hereof, the rights granted by this Purchase
Option, including the exercise price per Unit and the number of Units (and
shares of Common Stock and Warrants) to be received upon such exercise, shall
be adjusted as therein specified. The term “EXERCISE PRICE” shall mean the
initial exercise price per Unit or the adjusted exercise price per Unit,
depending on the context.


 

















 


2.                                       EXERCISE.


 


2.1.                              EXERCISE FORM. In order to exercise this
Purchase Option, the exercise form attached hereto must be duly executed
and completed and delivered to the Company, together with this Purchase Option
and payment of the Exercise Price for the Units being purchased payable in cash
or by certified check or official bank check. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., New York
City local time, on the Expiration Date, this Purchase Option shall become and
be void without further force or effect, and all rights represented hereby
shall cease and expire.


 


2.2.                              CASHLESS EXERCISE.


 


2.2.1.                     DETERMINATION OF AMOUNT. In lieu of the payment of the
Exercise Price multiplied by the number of Units for which this Purchase Option
is exercisable (and in lieu of being entitled to receive Common Stock and
Warrants) in the manner required by Section 2.1, the Holder shall have the
right (but not the obligation) to convert any exercisable but unexercised
portion of this Purchase Option into Units (“CONVERSION RIGHT”) as
follows:  upon exercise of the Conversion
Right, the Company shall deliver to the Holder (without payment by the Holder
of any of the Exercise Price in cash) that number of Units (or that number of
shares of Common Stock and Warrants comprising that number of Units) equal to
the quotient obtained by dividing (x) the Value (as defined below) of the
portion of the Purchase Option being converted by (y) the Current Market Value
(as defined below) of a Unit. The “VALUE” of the portion of the Purchase Option
being converted shall equal the remainder derived from subtracting (a) (i) the
Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from (b) the Current
Market Value of a Unit multiplied by the number of Units underlying the portion
of the Purchase Option being converted. As used herein, the term “CURRENT
MARKET VALUE” per Unit at any date means: (A) in the event that neither
the Units nor Public Warrants are still trading, the remainder derived from
subtracting (x) the exercise price of the Warrants multiplied by the number of
shares of Common Stock issuable upon exercise of the Warrants underlying one
Unit from (y) (i) the Current Market Price of the Common Stock multiplied
by (ii) the number of shares of Common Stock underlying one Unit, which
shall include the shares of Common Stock underlying the Warrants included in
such Unit; (B) in the event that the Units, Common Stock and Public
Warrants are still trading, (i) if the Units are listed on a national
securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital
Market or NASD OTC Bulletin Board (or successor exchange), the last sale price
of the Units in the principal trading market for the Units as reported by the
exchange, Nasdaq or the NASD, as the case may be, on the last trading day
preceding the date in question; or (ii) if the Units are not listed on a
national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
Capital Market or the NASD OTC Bulletin Board (or successor exchange), but is
traded in the residual over-the-counter market, the closing bid price for Units
on the last trading day preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such
quotations; and (C) in the event that the Units are not still trading but
the Common Stock and Public Warrants underlying the Units are still trading,
the Current Market Price of the Common Stock plus the product of (x) the
Current Market Price of the Public Warrants and (y) the number of shares of
Common Stock underlying the Warrants included in one Unit. The “CURRENT MARKET
PRICE” shall mean (i) if the Common Stock (or Public Warrants, as the case
may be) is listed on a national securities exchange or quoted on the
Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or
successor exchange), the last sale price of the Common Stock (or Public
Warrants) in the principal trading market for the Common Stock as reported by
the exchange, Nasdaq or the NASD, as the case may be, on the last trading
day preceding the date in question; (ii) if the Common Stock (or Public
Warrants, as the case may be) is not listed on a national securities
exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the
NASD OTC Bulletin Board (or successor exchange), but is traded in the residual
over-the-counter market, the closing bid price for the Common Stock (or


 


2

















 


Public Warrants)
on the last trading day preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such
quotations; and (iii) if the fair market value of the Common Stock cannot
be determined pursuant to clause (i) or (ii) above, such price as the
Board of Directors of the Company shall determine, in good faith. In the event
the Public Warrants have expired and are no longer exercisable, no “VALUE”
shall be attributed to the Warrants underlying this Purchase Option. Additionally,
in the event that this Purchase Option is exercised pursuant to this Section 2.2
and the Public Warrants are still trading, the “VALUE” shall be reduced by the
difference between the Warrant Exercise Price and the exercise price of the
Public Warrants multiplied by the number of Warrants underlying the Units
included in the portion of this Purchase Option being converted.


 


2.2.2.                     MECHANICS OF CASHLESS EXERCISE. The cashless exercise
right described in this Section 2.2 (the “CASHLESS EXERCISE RIGHT”) may be
exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering the Purchase Option with
the duly executed exercise form attached hereto with the cashless exercise
section completed to the Company, exercising the Cashless Exercise Right
and specifying the total number of Units the Holder will purchase pursuant to
such Cashless Exercise Right.


 


2.3.                              LIMITATIONS. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Purchase Option and shall have no obligation to
settle the Purchase Option exercise unless a registration statement under the
Securities Act of 1933, as amended (the “SECURITIES ACT”), with respect to the
securities underlying the Purchase Option is effective and a current prospectus
is on file with the Securities and Exchange Commission (the “COMMISSION”). In
the event that a registration statement with respect to the securities
underlying a Purchase Option is not effective under the Securities Act or a
current prospectus is not on file with the Commission, the holder of such
Purchase Option shall not be entitled to exercise such Purchase Option. Notwithstanding
anything to the contrary in this Purchase Option, under no circumstances will
the Company be required to net cash settle the Purchase Option exercise. Purchase
Options may not be exercised by, or securities underlying such Purchase
Option issued to, any registered holder in any state in which such exercise or
issuance would be unlawful. For the avoidance of doubt, as a result of this Section 2.3,
any or all of the Purchase Option may expire unexercised. In no event
shall the registered Holder of this Purchase Option be entitled to receive any
monetary damages if the securities underlying this Purchase Option have not
been registered by the Company pursuant to an effective registration statement
or if a current prospectus is not on file with the Commission, provided the
Company has fulfilled its obligation to use its best efforts to effect such
registration and ensure a current prospectus is on file with the Commission.


 


3.                                       TRANSFER.


 


3.1.                              GENERAL RESTRICTIONS. The registered
Holder of this Purchase Option, by its acceptance hereof, agrees that it will
not sell, transfer, assign, pledge or hypothecate, or enter into any hedging,
short sale, derivative, put, or call transaction that would result in the
effective economic disposition of, this Purchase Option for a period of 180
days following the Effective Date to anyone other than (i) Deutsche Bank
or an underwriter or a selected dealer in connection with the Offering, or (ii) a
bona fide officer or partner of Deutsche Bank or of any such underwriter or
selected dealer. On and after the 181st day after the Effective Date, transfers
to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the
Holder must deliver to the Company the assignment form attached hereto
duly executed and completed, together with the Purchase Option and payment of
all transfer taxes, if any, payable in connection therewith. The Company shall
within five business days transfer this Purchase Option on the books of the
Company and shall execute and deliver a new Purchase Option or Purchase Options
of like tenor to the appropriate


 


3

















 


assignee(s) expressly evidencing the right to purchase the aggregate
number of Units purchasable hereunder or such portion of such number as shall
be contemplated by any such assignment.


 


3.2.                              RESTRICTIONS IMPOSED BY THE SECURITIES
ACT. The securities evidenced by this Purchase Option shall not be transferred
unless and until (i) the Company has received the opinion of counsel for
the Holder that the securities may be transferred pursuant to an exemption
from registration under the Securities Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Kramer Levin Naftalis &
Frankel LLP shall be deemed satisfactory evidence of the availability of an
exemption), or (ii) a registration statement or a post-effective amendment
to the Registration Statement relating to such securities has been filed by the
Company and declared effective by the Commission and compliance with applicable
state securities law has been established.


 


4.                                       NEW PURCHASE OPTIONS TO BE ISSUED.


 


4.1.                              PARTIAL EXERCISE OR TRANSFER. Subject to
the restrictions in Section 3 hereof, this Purchase Option may be
exercised or assigned in whole or in part. In the event of the exercise or
assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and
funds sufficient to pay any Exercise Price and/or transfer tax, the Company
shall cause to be delivered to the Holder without charge a new Purchase Option
of like tenor to this Purchase Option in the name of the Holder evidencing the
right of the Holder to purchase the number of Units purchasable hereunder as to
which this Purchase Option has not been exercised or assigned.


 


4.2.                              LOST CERTIFICATE. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option
executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.


 


5.                                       REGISTRATION RIGHTS.


 


5.1.                              DEMAND REGISTRATION.


 


5.1.1.                     GRANT OF RIGHT. The Company, upon written demand (“INITIAL
DEMAND NOTICE”) of the Holder(s) of at least 50.1% of the Purchase Options
and/or the underlying Units and/or the underlying securities (“MAJORITY HOLDERS”),
agrees to use its reasonable best efforts to register (the “DEMAND REGISTRATION”)
under the Securities Act on one occasion, all of the Purchase Options requested
by the Majority Holders in the Initial Demand Notice and all of the securities
underlying such Purchase Options, including the Units, Common Stock, the
Warrants and the Common Stock underlying the Warrants (collectively, the “REGISTRABLE
SECURITIES”). On such occasion, the Company will file a registration statement
for use in an offering of the Registrable Securities from time-to-time or a
post-effective amendment to the Registration Statement covering all of the
Registrable Securities that will permit an offering of the Registrable
Securities from time-to-time within sixty days after receipt of the Initial
Demand Notice and use its best efforts to have such registration statement or
post-effective amendment declared effective as soon as possible thereafter. The
demand for registration may be made at any time during a period of four
years beginning on the Effective Date. The Initial Demand Notice shall specify
the intended method(s) of distribution of the Registrable Securities. The
Company will notify all holders of the Purchase Options and/or


 


4

















 


Registrable
Securities of the demand within ten days from the date of the receipt of any
such Initial Demand Notice. Each holder of Registrable Securities who wishes to
include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in
such registration, a “DEMANDING HOLDER”) shall so notify the Company within
fifteen (15) days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be entitled to have
their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.


 


5.1.2.                     EFFECTIVE REGISTRATION. A registration will not count
as a Demand Registration until the registration statement filed with the
Commission with respect to such Demand Registration has been declared effective
and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such registration
statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or
injunction of the Commission or any other governmental agency or court, the
registration statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop order
or injunction is removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Demanding Holders thereafter elect to continue the
offering.


 


5.1.3.                     UNDERWRITTEN OFFERING. If the Majority Holders so
elect and such holders so advise the Company as part of the Initial Demand
Notice, the offering of all or any portion of the Registrable Securities
pursuant to such Demand Registration shall be in the form of one
underwritten offering. All Demanding Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Majority Holders.


 


5.1.4.                     REDUCTION OF OFFERING. If the managing underwriter or
underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount
or number of shares of Registrable Securities which the Demanding Holders
desire to sell pursuant to the underwritten offering, taken together with all
other shares of Common Stock or other securities which the Company desires to
sell and the shares of Common Stock, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration rights held
by other stockholders of the Company who desire to sell, exceeds the maximum
dollar amount or maximum number of shares that can be sold in such offering
without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of shares, as applicable, the “MAXIMUM
NUMBER OF SHARES”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders that want to participate in such underwritten offering
(pro rata in accordance with the number of shares that each such Person has
requested be included in such registration, regardless of the number of shares
held by each such Person (such proportion is referred to herein as “PRO RATA”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (iii) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (i) and (ii), the shares
of Common Stock or other securities registrable pursuant to the terms of the Registration
Rights Agreement between the Company and the initial investors in the Company,
dated as of                   ,
2007 (the “REGISTRATION RIGHTS AGREEMENT” and such registrable securities, the “INVESTOR
SECURITIES”) as to which “piggy-back” registration has been


 


5

















 


requested by the
holders thereof, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number
of Shares have not been reached under the foregoing clauses (i), (ii), and
(iii), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares.


 


5.1.5.                     WITHDRAWAL. If a majority-in-interest of the Demanding
Holders disapprove of the terms of any underwriting or are not entitled to
include all of their Registrable Securities in any offering, such
majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the underwriter or
underwriters of their request to withdraw prior to the effectiveness of the
registration statement filed with the Commission with respect to such Demand
Registration. If the majority-in-interest of the Demanding Holders withdraws
from a proposed offering relating to a Demand Registration, then such
registration shall not count as a Demand Registration provided for in Section 5.1,
provided that the majority-in-interest of the Demanding Holders electing to so
withdraw from the offering pays all costs and expenses incurred by the Company
in connection with such withdrawn Demand Registration.


 


5.1.6.                     TERMS. The Company shall bear all fees and
expenses attendant to registering the Registrable Securities, including the
expenses of any legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities, but the Holders shall
pay any and all underwriting commissions. The Company agrees to use its
reasonable best efforts to qualify or register the Registrable Securities in
such states as are reasonably requested by the Majority Holder(s); provided,
however, that in no event shall the Company be required to register the
Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would
subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal stockholders of the Company to be
obligated to escrow their shares of capital stock of the Company. The Company
shall use its reasonable best efforts to cause any registration statement or
post-effective amendment filed pursuant to the demand rights granted under Section 5.1.1
to remain effective until the expiration of the Warrants in accordance with the
terms and conditions of that certain Warrant Agreement, dated as of                       ,
2007, between the Company and Continental Stock Transfer & Trust
Company.


 


5.1.7.                     PERMITTED DELAYS. The Company shall be entitled to
postpone, for up to 60 days, the filing of any registration statement under
this Section 5.1, if (a) at any time prior to the filing of such
registration statement the Company’s Board of Directors determines, in its good
faith business judgment, that such registration and offering would materially
and adversely affect any financing, acquisition, corporate reorganization, or
other material transaction involving the Company, and (b) the Company
delivers to the Demanding Holders written notice thereof within five (5) business
days of the date of receipt of a request for Demand Registration.


 


5.2.                              PIGGY-BACK REGISTRATION.


 


5.2.1.                     PIGGY-BACK RIGHTS. If at any time during the seven
year period commencing on the Effective Date the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for
its own account or for stockholders of the Company for their account (or by the
Company and by stockholders of the Company including, without limitation,
pursuant to Section 5.1), other than a


 


6

















 


registration
statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely
to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a
dividend reinvestment plan, then the Company shall (x) give written notice of
such proposed filing to the holders of Registrable Securities as soon as
practicable but in no event less than ten days before the anticipated filing
date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name
of the proposed managing underwriter or underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within five days
following receipt of such notice (a “PIGGY-BACK REGISTRATION”). The Company
shall cause such Registrable Securities to be included in such registration and
shall use its best efforts to cause the managing underwriter or underwriters of
a proposed underwritten offering to permit the Registrable Securities requested
to be included in a Piggy-Back Registration on the same terms and conditions as
any similar securities of the Company and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an
underwriter or underwriters shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
Piggy-Back Registration.


 


5.2.2.                     REDUCTION OF OFFERING. If the managing underwriter or
underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as
to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities
hereunder, the Registrable Securities as to which registration has been
requested under this Section 5.2, and the shares of Common Stock, if any,
as to which registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the Company, exceeds
the Maximum Number of Shares, then the Company shall include in any such
registration:


 


(a)  If the registration is undertaken for the Company’s
account:  (A) first, the shares of
Common Stock or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities and Investor Securities, as to which
registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of shares has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual piggy-back registration rights with
such persons and that can be sold without exceeding the Maximum Number of
Shares;


 


(b)  If the registration is a “DEMAND” registration undertaken at
the demand of holders of Investor Securities, (A) first, the shares of
Common Stock or other securities for the account of the demanding persons, Pro
Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock


 


7

















 


or
other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A) and
(B), the shares of Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof, that can be sold without
exceeding the Maximum Number of Shares; and (D) fourth, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities for the
account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares; and


 


(c)  If the registration is a “DEMAND” registration undertaken at
the demand of persons other than either the holders of Registrable Securities
or of Investor Securities, (A) first, the shares of Common Stock or other
securities for the account of the demanding persons that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A),
the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; (C) third,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), collectively the shares of Common Stock or
other securities comprised of Registrable Securities and Investor Securities,
Pro Rata, as to which registration has been requested pursuant to the terms
hereof and of the Registration Rights Agreement, as applicable, that can be
sold without exceeding the Maximum Number of Shares; and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons, that
can be sold without exceeding the Maximum Number of Shares.


 


5.2.3.                     WITHDRAWAL. Any holder of Registrable Securities may elect
to withdraw such holder’s request for inclusion of Registrable Securities in
any Piggy-Back Registration by giving written notice to the Company of such
request to withdraw prior to the effectiveness of the registration statement. The
Company (whether on its own determination or as the result of a withdrawal by
persons making a demand pursuant to written contractual obligations) may withdraw
a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all
expenses incurred by the holders of Registrable Securities in connection with
such Piggy-Back Registration as provided in Section 5.2.4.


 


5.2.4.                     TERMS. The Company shall bear all fees and
expenses attendant to registering the Registrable Securities, including the
expenses of any legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities but the Holders shall
pay any and all underwriting commissions related to the Registrable Securities.
In the event of such a proposed registration, the Company shall furnish the
then Holders of outstanding Registrable Securities with not less than fifteen
days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each
applicable registration statement filed (during the period in which the
Purchase Option is exercisable) by the Company until such time as all of the
Registrable Securities have been registered and sold. The Holders of the
Registrable Securities shall exercise the “piggy-back” rights provided for
herein by giving written notice, within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use
its reasonable best efforts to cause any


 


8

















 


registration
statement filed pursuant to the above “piggy-back” rights to remain effective
for at least nine months from the date that the Holders of the Registrable
Securities are first given the opportunity to sell all of such securities.


 


5.2.5.                     PERMITTED DELAYS. The Company shall be entitled to
postpone, for up to 60 days, the filing of any registration statement under
this Section 5.2, if (a) at any time prior to the filing of such
registration statement the Company’s Board of Directors determines, in its good
faith business judgment, that such registration and offering would materially
and adversely affect any financing, acquisition, corporate reorganization, or
other material transaction involving the Company, and (b) the Company
delivers to the Holders of the Registrable Securities exercising their “piggy-back”
rights written notice thereof within five (5) business days of the date of
receipt by the Company of such requests for Piggy-Back Registration.


 


5.3.                              GENERAL TERMS.


 


5.3.1.                     INDEMNIFICATION. The Company shall indemnify the
Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within
the meaning of Section 15 of the Securities Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (“EXCHANGE ACT”), against all
loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or
defending against litigation, commenced or threatened, or any claim whatsoever
whether arising out of any action between the underwriter and the Company or
between the underwriter and any third party or otherwise) to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, arising from
such registration statement but only to the same extent and with the same
effect as the provisions pursuant to which the Company has agreed to indemnify
the underwriter contained in Section [8] of the Underwriting Agreement
between the Company and Deutsche Bank dated the Effective Date. The Holder(s)
of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly,
indemnify the Company, its officers and directors and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and
other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which they may become subject under the
Securities Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in
writing, for specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in Section 5
of the Underwriting Agreement pursuant to which the underwriter has agreed to
indemnify the Company.


 


5.3.2.                     EXERCISE OF PURCHASE OPTIONS. Nothing contained in
this Purchase Option shall be construed as requiring the Holder(s) to exercise
their Purchase Options or Warrants underlying such Purchase Options prior to or
after the initial filing of any registration statement or the effectiveness
thereof.


 


5.3.3.                     DOCUMENTS DELIVERED TO HOLDERS. The Company shall
furnish to the Holders participating in any of the foregoing offerings, a
signed counterpart, addressed to the participating Holders, of (i) an
opinion of counsel to the Company, dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any
underwriting agreement related thereto), and (ii) a “cold comfort” letter
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date
of the closing under


 


9

















 


the underwriting
agreement) signed by the independent public accountants who have issued a
report on the Company’s financial statements included in such registration
statement, in each case covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case of such accountants’ letter, with respect to events subsequent to the date
of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten
public offerings of securities. The Company shall also deliver promptly to the
Holders participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and
permit the Holders, to do such investigation, upon reasonable advance notice,
with respect to information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with applicable securities
laws or rules of the National Association of Securities Dealers, Inc.
(“NASD”). Such investigation shall include access to books, records and
properties and opportunities to discuss the business of the Company with its
officers and independent auditors, all to such reasonable extent and at such
reasonable times and as often as the Holders shall reasonably request. The
Company shall not be required to disclose any confidential information or other
records to the Holders, or to any other person, until and unless such persons
shall have entered into reasonable confidentiality agreements (in form and
substance reasonably satisfactory to the Company), with the Company with
respect thereto.


 


5.4.                              UNDERWRITING AGREEMENT. The Company shall
enter into an underwriting agreement with the managing underwriter(s), if any,
selected by any Holders whose Registrable Securities are being registered
pursuant to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and
substance to the Company, each Holder and such managing underwriters, and shall
contain such representations, warranties and covenants by the Company and such
other terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting
agreement relating to an underwritten sale of their Registrable Securities and
may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall
also be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders and
their intended methods of distribution. Such Holders, however, shall agree to
such covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type used by
the managing underwriter. Further, such Holders shall execute appropriate
custody agreements and otherwise cooperate fully in the preparation of the
registration statement and other documents relating to any offering in which
they include securities pursuant to this Section 5. Each Holder shall also
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the
Registrable Securities.


 


5.4.1.                     RULE 144 SALE. Notwithstanding anything contained
in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities
held by any Holder (i) where such Holder would then be entitled to sell
under Rule 144 within any three-month period (or such other period
prescribed under Rule 144 as may be provided by amendment thereof)
all of the Registrable Securities then held by such Holder, and (ii) where
the number of Registrable Securities held by such Holder is within the volume
limitations under paragraph (e) of Rule 144 (calculated as if such
Holder were an affiliate within the meaning of Rule 144).


 


10

















 


5.4.2.                     SUPPLEMENTAL PROSPECTUS. Each Holder agrees, that upon
receipt of any notice from the Company of the happening of any event as a
result of which the prospectus included in the registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, such Holder
will immediately discontinue disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such
Holder’s receipt of the copies of a supplemental or amended prospectus, and, if
so desired by the Company, such Holder shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
such destruction) all copies, other than permanent file copies then in such
Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.


 


6.                                       ADJUSTMENTS.


 


6.1.                              ADJUSTMENTS TO EXERCISE PRICE AND NUMBER
OF SECURITIES. The Exercise Price and the number of Units underlying the
Purchase Option shall be subject to adjustment from time to time as hereinafter
set forth:


 


6.1.1.                     STOCK DIVIDENDS—SPLIT-UPS. If after the date hereof,
and subject to the provisions of Section 6.3 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a split-up of shares of Common Stock or other
similar event, then, on the effective date thereof, the number of shares of
Common Stock underlying each of the Units purchasable hereunder shall be
increased in proportion to such increase in outstanding shares. In such case,
the number of shares of Common Stock, and the exercise price applicable
thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants. For
example, if the Company declares a two-for-one stock dividend and at the time
of such dividend this Purchase Option is for the purchase of one Unit at $9.60
per whole Unit (each Warrant underlying the Units is exercisable for $7.50 per
share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $9.60 per Unit, each Unit
entitling the holder to receive two shares of Common Stock and two Warrants
(each Warrant exercisable for $3.75 per share).


 


6.1.2.                     EXTRAORDINARY DIVIDEND. If the Company, at any time
while this Purchase Option is outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of
Common Stock (or other shares of the Company’s capital stock receivable upon
exercise of the Purchase Option), other than (i) as described in Sections
6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends,
(iii) in connection with the conversion rights of the holders of Common
Stock upon consummation of the Company’s initial Business Combination or (iv) in
connection with the Company’s liquidation and the distribution of its assets
upon its failure to consummate a Business Combination (any such non-excluded
event being referred to herein as an “Extraordinary Dividend”), then the
Exercise Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Company’s Board of Directors, in good faith)
of any securities or other assets paid on each share of Common Stock in respect
of such Extraordinary Dividend.


 


6.1.3.                     AGGREGATION OF SHARES. If after the date hereof, and
subject to the provisions of Section 6.3, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination or
reclassification of shares of Common Stock or other similar event,


 


11

















 


then, on the
effective date thereof, the number of shares of Common Stock underlying each of
the Units purchasable hereunder shall be decreased in proportion to such
decrease in outstanding shares. In such case, the number of shares of Common
Stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants.


 


6.1.4.                     REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In
case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 or 6.1.3 hereof
or that solely affects the par value of such shares of Common Stock, or in the
case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the Holder of this Purchase Option shall have the
right thereafter (until the expiration of the right of exercise of this
Purchase Option) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the
number of shares of Common Stock of the Company obtainable upon exercise of
this Purchase Option and the underlying Warrants immediately prior to such
event; and if any reclassification also results in a change in shares of Common
Stock covered by Section 6.1.1 or 6.1.3, then such adjustment shall be
made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The
provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


 


6.1.5.                     CHANGES IN FORM OF PURCHASE OPTION. This form of
Purchase Option need not be changed because of any change pursuant to this
Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of Units as are stated in the Purchase Options
initially issued pursuant to this Agreement. The acceptance by any Holder of
the issuance of new Purchase Options reflecting a required or permissive change
shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.


 


6.1.6.                     ADJUSTMENTS OF WARRANTS. To the extent the price of
the Warrants is lowered pursuant to Section 3.1 of the Warrant Agreement,
dated                             ,
2007, between the Company and Continental Stock Transfer & Trust
Company (the “WARRANT AGREEMENT”) the price of the Warrants underlying the
Purchase Option shall be reduced equally (except that the Warrant Price (as
defined in the Warrant Agreement) for the Warrants shall always remain equal to
125% of the Warrant Price for the Public Warrants), subject to any limitations
and conditions that may be imposed by NASD Corporate Financing Rule 2710
and any such reduction must remain in effect for at least twenty (20) business
days. To the extent the duration of the Warrants is extended pursuant to Section 3.2
of the Warrant Agreement, the duration of the Warrants underlying the Purchase
Option shall be extended on identical terms, subject to any limitations that may be
imposed by NASD Corporate Financing Rule 2710.


 


6.2.                              SUBSTITUTE PURCHASE OPTION. In case of
any consolidation of the Company with, or merger of the Company with, or merger
of the Company into, another corporation (other than a consolidation or merger
which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall
execute and deliver to the


 


12

















 


Holder a supplemental Purchase Option providing that the holder of each
Purchase Option then outstanding or to be outstanding shall have the right
thereafter (until the stated expiration of such Purchase Option) to receive,
upon exercise of such Purchase Option, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger,
by a holder of the number of shares of Common Stock of the Company for which
such Purchase Option might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental Purchase Option
shall provide for adjustments which shall be identical to the adjustments
provided in Section 6. The above provision of this Section shall
similarly apply to successive consolidations or mergers.


 


6.3.                              ELIMINATION OF FRACTIONAL INTERESTS. The
Company shall not be required to issue certificates representing fractions of
shares of Common Stock or Warrants upon the exercise of the Purchase Option,
nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
Warrants, shares of Common Stock or other securities, properties or rights.


 


7.                                       RESERVATION AND LISTING. The Company
shall at all times reserve and keep available out of its authorized shares of
Common Stock, solely for the purpose of issuance upon exercise of the Purchase
Options or the Warrants underlying the Purchase Option, such number of shares
of Common Stock or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise
of the Purchase Options and payment of the Exercise Price therefor, all shares
of Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. The Company further covenants and agrees that upon
exercise of the Warrants underlying the Purchase Options and payment of the
respective Warrant exercise price therefor, all shares of Common Stock and
other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any
stockholder. As long as the Purchase Options shall be outstanding, the Company
shall use its best efforts to cause all (i) Units and shares of Common
Stock issuable upon exercise of the Purchase Options, (ii) Warrants
issuable upon exercise of the Purchase Options and (iii) shares of Common
Stock issuable upon exercise of the Warrants included in the Units issuable
upon exercise of the Purchase Option to be listed (subject to official notice
of issuance) on all securities exchanges (or, if applicable on the Nasdaq
Global Market, Capital Market, OTC Bulletin Board or any successor trading
market) on which the Units, the Common Stock or the Public Warrants issued to
the public in connection herewith may then be listed and/or quoted.


 


8.                                       CERTAIN NOTICE REQUIREMENTS.


 


8.1.                              HOLDER’S RIGHT TO RECEIVE NOTICE. Nothing
herein shall be construed as conferring upon the Holders the right to vote or
consent as a stockholder for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the expiration of the Purchase Options and their exercise,
any of the events described in Section 8.2 shall occur, then, in one or
more of said events, the Company shall give written notice of such event at
least fifteen days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled
to such dividend, distribution, conversion or exchange of securities or
subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other stockholders of the Company at the same time and in the same
manner that such notice is given to the stockholders.


 


13

















 


8.2.                              EVENTS REQUIRING NOTICE. The Company
shall be required to give the notice described in this Section 8 upon one
or more of the following events: (i) if the Company shall take a record of
the holders of its shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company, or (ii) the Company shall offer to all the holders
of its Common Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital stock of the
Company, or any option, right or warrant to subscribe therefor, or (iii) a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business shall be proposed.


 


8.3.                              NOTICE OF CHANGE IN EXERCISE PRICE. The
Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and
change (“PRICE NOTICE”). The Price Notice shall describe the event causing the
change and the method of calculating same and shall be certified as being true
and accurate by the Company’s President and Chief Financial Officer.


 


8.4.                              TRANSMITTAL OF NOTICES. All notices,
requests, consents and other communications under this Purchase Option shall be
in writing and shall be deemed to have been duly made when hand delivered, or
mailed by express mail or private courier service: (i) if to the
registered Holder of the Purchase Option, to the address of such Holder as
shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by
notice to the Holders:


 


Information
Services Group, Inc.

Four Stamford Plaza

107 Elm St.

Stamford, CT 06902

Attn: Chief Executive Officer


 


9.                                       MISCELLANEOUS.


 


9.1.                              AMENDMENTS. The Company may from
time to time supplement or amend this Purchase Option without the approval of
any of the Holders in order to cure any ambiguity, to correct or supplement any
provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder that the Company may deem necessary or
desirable and that the Company, in the exercise of reasonable judgment,
determines that it shall not adversely affect the interest of the Holders. All
other modifications or amendments shall require the written consent of and be
signed by the party against whom enforcement of the modification or amendment
is sought.


 


9.2.                              HEADINGS. The headings contained herein
are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions
of this Purchase Option.


 


9.3.                              ENTIRE AGREEMENT. This Purchase Option
(together with the other agreements and documents being delivered pursuant to
or in connection with this Purchase Option) constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with
respect to the subject matter hereof.


 


14

















 


9.4.                              BINDING EFFECT. This Purchase Option
shall inure solely to the benefit of and shall be binding upon, the Holder and
the Company and their permitted assignees, respective successors, legal
representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by
virtue of this Purchase Option or any provisions herein contained.


 


9.5.                              GOVERNING LAW; SUBMISSION TO JURISDICTION.
This Purchase Option shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws. The Company hereby agrees that any action, proceeding or
claim against it arising out of, or relating in any way to this Purchase Option
shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any process or summons to be
served upon the Company may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


 


9.6.                              WAIVER, ETC. The failure of the Company
or the Holder to at any time enforce any of the provisions of this Purchase
Option shall not be deemed or construed to be a waiver of any such provision,
nor to in any way affect the validity of this Purchase Option or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and
every provision of this Purchase Option. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase
Option shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is
sought; and no waiver of any such breach, non-compliance or non- fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach
or non-compliance.


 


9.7.                              EXECUTION IN COUNTERPARTS. This Purchase
Option may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.


 


9.8.                              UNDERLYING WARRANTS. At any time after
exercise by the Holder of this Purchase Option, the Holder may exchange
his Warrants (with an initial exercise price of $7.50) for Public Warrants
(with an initial exercise price of $6.00) upon payment to the Company of the
difference between the exercise price of his Warrant and the exercise price of
the Public Warrants. Any such Public Warrants and the Common Stock underlying
such Public Warrants shall constitute Registrable Securities.


 


15

















 


IN WITNESS WHEREOF, the
Company has caused this Purchase Option to be signed by its duly authorized
officer as of the                   day
of                   ,
2007.


 


	
   

  	
  INFORMATION
  SERVICES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


16

















 


Form to be used to exercise Purchase Option:


 


Information
Services Group, Inc.

Four Stamford Plaza

107 Elm St.

Stamford, CT 06902

Attn: Chief Executive Officer


 


Date:                                 ,
200


 


The undersigned hereby
elects irrevocably to exercise all or a portion of the within Purchase Option
and to purchase Units of Information Services Group, Inc. and hereby makes
payment of $           (at
the rate of $           per
Unit) in payment of the Exercise Price pursuant thereto. Please issue the
Common Stock and Warrants as to which this Purchase Option is exercised in
accordance with the instructions given below.


 


or


 


The undersigned hereby
elects irrevocably to convert its right to purchase           
Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “VALUE” of $          
based on a “CURRENT MARKET PRICE” of $          ).
Please issue the securities comprising the Units as to which this Purchase
Option is exercised in accordance with the instructions given below.


 


NOTICE: The signature to
this exercise notice must correspond with the name as written upon the face of
the Purchase Option in every particular, without alteration or any change
whatever.


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)
  Guaranteed:

  



 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 

















 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


 


	
   

  	
   

  
	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print
  in Block Letters)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  



 

















 


Form to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To be executed by the registered Holder


to effect a transfer of the within Purchase Option):


 


FOR VALUE RECEIVED,                                                               
does hereby sell, assign and transfer unto                                                               
the right to purchase                         
Units of Information Services Group, Inc. (“COMPANY”) evidenced by the
within Purchase Option and does hereby authorize the Company to transfer such
right on the books of the Company. Dated:                                     ,
200


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


NOTICE: The signature to
this assignment must correspond with the name as written upon the face of the
Purchase Option in every particular, without alteration or any change whatever.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)
  Guaranteed:

  



 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).