Exhibit 10.6


 


AMENDED AND RESTATED PRIVATE PLACEMENT
PURCHASE AGREEMENT


 


THIS AMENDED AND RESTATED PRIVATE PLACEMENT
PURCHASE AGREEMENT (this “Agreement”) made as
of this 21st day of December 2006, by and between INFORMATION SERVICES GROUP, INC., a Delaware corporation (the “Company”),
and OENOKE PARTNERS, LLC, a
Delaware limited liability company (the “Purchaser”).


 


WHEREAS, on August
9, 2006, the Company and the Purchaser entered into that certain Private
Placement Purchase Agreement (the “Original Purchase Agreement”);


 


WHEREAS, the Company
and the Purchaser desire to amend and restate the terms and conditions of the
Original Purchase Agreement as provided for in this Agreement;


 


WHEREAS, the Company
desires to sell, and the Purchaser desires to acquire, in a private placement
(the “Placement”) an aggregate of 6,000,000 warrants (the “Placement
Warrants”), each of which are exercisable for one share of common stock of
the Company, which Placement Warrants will be substantially identical to the
warrants forming part of the units being issued to the public in a public
offering (the “IPO “) pursuant to the terms and conditions set forth in
the registration statement on Form S-1 (as the same may be amended from time to
time, the “Registration Statement “) which was initially filed with the
Securities and Exchange Commission (the “SEC”) on August 11, 2006,
except that (x) the Placement Warrants and the shares of common stock
underlying the Placement Warrants will not be registered under the Securities
Act of 1933, as amended (the “Securities Act “) and (y) the Placement
Warrants will not be subject to redemption; and


 


WHEREAS, the
Placement Warrants will be governed by the Warrant Agreement and the Placement
Warrants will be entitled to the benefits of a Registration Rights Agreement,
each of which will be filed as an exhibit to the Registration Statement.


 


NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:


 


1.              PURCHASE OF WARRANTS. The
Purchaser hereby agrees, directly or through its nominees, to purchase
6,000,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant
for an aggregate purchase price of $6,000,000 (the “Purchase Price”).


 


2.              CLOSING. The closing of the
purchase and sale of the Placement Warrants (the “Closing”) will take
place at such time and place as the parties may agree (the “Closing Date
“), but will in no event be later than the date on which the SEC declares the
Registration Statement effective (the “Effective Date “). On the
Effective Date, the Purchaser shall pay the Purchase Price by wire transfer of
funds to an account maintained by the Company. Immediately prior to the closing
of the IPO, the Company shall deposit the Purchase Price into the trust account
described in the Registration Statement (the “Trust Account “). The
certificates for the Placement Warrants shall be delivered to the Escrow Agent,
to be defined in the Stock Escrow Agreement to be filed as an exhibit to the
Registration Statement, promptly after the closing of the IPO.


 

















 


3.              REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER. The Purchaser hereby represents and warrants to the
Company that:


 


a.               The Purchaser is an “accredited investor”
as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.


 


b.              The Placement Warrants are being acquired
for the Purchaser’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.


 


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


 


4.              WAIVER OF CLAIMS; INDEMNIFICATION.
The Purchaser hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Company or Deutsche Bank
Securities Inc. (“DB”) with respect to its purchase of the Placement
Warrants, and the Purchaser agrees to indemnify and hold the Company, DB and
the other underwriters in the IPO harmless from all losses, damages or expenses
that relate to claims or proceedings brought against the Company, DB or such
other underwriters by the Purchaser of the Placement Warrants or its
transferees, heirs, assigns or any subsequent holders of the Placement Warrants
in respect of the transactions contemplated hereby.


 


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), the Purchaser shall vote any shares of common stock acquired by
the Purchaser in connection with the exercise of any of the Placement Warrants
purchased hereby in accordance with the majority of the shares of common stock
voted by the Company’s public stockholders, and therefore waives any conversion
rights it might have with respect to such shares of common stock. The Purchaser
hereby waives any right to receive distributions with respect to the any shares
of common stock acquired by the Purchaser in connection with the exercise of
any of the Placement Warrants purchased hereby upon the liquidation of the
Trust Account, or as part of the Company’s plan of dissolution and distribution
in the event the Company fails to consummate a Business Combination by the
Termination Date (each 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 Purchaser shall vote any shares of
common stock acquired by the Purchaser in connection with the exercise of any
of the Placement Warrants purchased hereby in favor of any plan of dissolution
and liquidation recommended by the Company’s board of directors. The Placement
Warrants 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
Placement Warrants will not be transferable until one year following the
closing of a Business Combination.


 

















 


6.              WAIVER OF CLAIMS AGAINST TRUST ACCOUNT.
The Purchaser hereby waives any and all right, title, interest or claim of any
kind in or to any distributions from the Trust Account with respect to any
shares of common stock acquired by the Purchaser in connection with the
exercise of the Placement Warrants purchased hereby pursuant to this Agreement
(“Claim”) and hereby waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason
whatsoever, other than with respect to any shares of common stock purchased in the
IPO or in the aftermarket held directly or indirectly by it.


 


7.              REGISTRATION RIGHTS. Purchaser
(and its assignees and transferees) shall be granted certain registration
rights pursuant to a Registration Rights Agreement reasonably acceptable to the
Purchaser and the Company. If the Company does not complete a Business
Combination, or if the Company is unable to deliver registered shares of common
stock to the Purchaser pursuant to the Registration Rights Agreement upon
exercise of the Placement Warrants during the exercise period therefor, there
will be no cash settlement of the Placement Warrants and the Placement Warrants
will expire worthless.


 


8.              COUNTERPARTS; FACSIMILE. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. This Agreement or any counterpart
may be executed via facsimile transmission, and any such executed facsimile
copy shall be treated as an original.


 


9.              GOVERNING LAW. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of New York. The parties agree that any action brought by either party to
interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue of,
the appropriate state or federal court for the district encompassing the
Company’s principal place of business.


 


 


[signatures on following page]


 

















 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written
above.


 


	
   

  	
  INFORMATION SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Connors

  
	
   

  	
   

  	
  Name: Michael Connors

  
	
   

  	
   

  	
  Title:   Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  OENOKE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Connors

  
	
   

  	
   

  	
  Name: Michael Connors

  
	
   

  	
   

  	
  Title:   Managing Member

  



 


[Private Placement Purchase Agreement]