Exhibit 10.3


 


INFORMATION SERVICES GROUP, INC.


 


MANAGEMENT UNIT PURCHASE AGREEMENT


 


This Management Unit Purchase Agreement (this
“Agreement”) is made as of August 2, 2006, by and between Information
Services Group, Inc., a Delaware corporation (the “Company”), and Oenoke
Partners, LLC, a Delaware limited liability company (“Purchaser”).


 


1.             Purchase and
Sale of Units.  Purchaser
hereby agrees to purchase from the Company, and the Company hereby agrees to
sell to Purchaser, an aggregate of 4,687,500 units (the “Units”), each
of which consists of a share of Common Stock of the Company (the “Stock”)
and a warrant to purchase a share of Stock (collectively, the “Warrants”)
at $0.002 per Unit, for an aggregate purchase price of $9,375, payable in cash.
The closing hereunder, including payment for and delivery of the Units 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.


 


2.             Warrants.


 


(a)           Form
of Warrant. Each Warrant shall be in substantially the form of Warrant
attached as Exhibit A hereto, and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board or Chief Executive Officer
and Treasurer or Secretary of the Company.


 


(b)           Detachability of Warrants. The
Stock and Warrants comprising the Units will not be separately transferable
until the date on which the Company files a Current Report on Form 8-K with the
Securities and Exchange Commission (the “SEC”), which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of
its initial public offering (the “Public Offering”) including the
proceeds received by the Company from the exercise of the Underwriter’s
over-allotment option, if the over-allotment option is exercised prior to the
filing of the Form 8-K.


 


(c)           Warrant Price. Each Warrant
shall entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of shares
of Stock stated therein, at the price of $6.00 per share, subject to the
adjustments provided in Section 3 hereof and in the last sentence of this
Section 2(c). The term “Warrant Price” as used in this Agreement
refers to the price per share at which Stock may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant
Price at any time prior to the Expiration Date.


 


(d)           Duration of Warrants. A
Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of (i) the completion by the Company of an
acquisition, through a merger, capital stock exchange, asset or stock
acquisition or other business combination, of one or more domestic or
international operating businesses and (ii) the date that is one year after the
registration statement relating to the Public Offering is declared effective by
the SEC (such date of effectiveness, the “Effective Date”), and
terminating at 5:00 p.m., New York City time on the earlier to occur of (x) the
date that is four years after the Effective Date and (y) the date fixed
for redemption of the Warrants as provided in Section 4 of this Agreement
(the “Expiration Date”). Except with respect to the right to receive the
Redemption Price (as set


 

















 


forth in Section 4 hereunder), each
Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that any extension of the duration of the
Warrants must apply equally to all of the Warrants.


 


(e)           Exercise of Warrants.


 


1. Payment. Subject to the provisions of the Warrant and this
Agreement, a Warrant, when countersigned by the Company, may be exercised by
the registered holder thereof by surrendering it, at the office of the Company
with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full, in lawful money of the United States, in cash, good certified
check or good bank draft payable to the order of the Company (or as otherwise
agreed to by the Company), the Warrant Price for each full share of Stock as to
which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, the exchange of the Warrant for
the Stock, and the issuance of the Stock.


 


2. Issuance of Certificates. As soon as reasonably practicable
after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price, the Company shall issue to the registered holder of such
Warrant a certificate or certificates for the number of full shares of Stock to
which the holder is entitled, registered in such name or names as may be
directed by the holder, and if such Warrant shall not have been exercised in
full, a new countersigned Warrant for the number of shares as to which such
Warrant shall not have been exercised.


 


3. Valid Issuance. All shares of Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and non-assessable.


 


4. Date of Issuance. Each person in whose name any such
certificate for shares of Stock is issued shall for all purposes be deemed to
have become the holder of record of such shares on the date on which the
Warrant was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open.


 


3.             Adjustments.


 


(a)           Stock Dividends — Split-Ups. If
after the date hereof the number of outstanding shares of Stock is increased by
a stock dividend payable in shares of Stock, or by a split-up of shares of
Stock, or other similar event, then, on the effective date of such stock
dividend, split-up or similar event, the number of shares of Stock issuable on
exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares of Stock.


 


2

















 


(b)           Aggregation of Shares. If
after the date hereof, the number of outstanding shares of Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of
shares of Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Stock issuable on exercise of each Warrant shall
be decreased in proportion to such decrease in outstanding shares of Stock.


 


(c)           Adjustments in Exercise Price.
Whenever the number of shares of Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Section 3(a) and 3(b) above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Stock purchasable upon the
exercise of the Warrants immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Stock so purchasable
immediately thereafter.


 


(d)           Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of
the outstanding shares of Stock (other than a change covered by
Section 3(a) or 3(b) hereof or that solely affects the par value of such
shares of 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 Stock), or in
the case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Warrant holders
shall thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in the Warrants and in lieu of the
shares of Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, 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, that the Warrant
holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in shares of Stock covered by Section 3(a) or 3(b),
then such adjustment shall be made pursuant to Sections 3(a), (b), (c) and this
Section 3(d). The provisions of this Section 3(d) shall similarly
apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


 


(e)           Notice of Changes in Warrant. Upon
the occurrence of any event specified in Sections 3(a), (b), (c) or 3(d),
then, in any such event, the Company shall give written notice to each Warrant
holder, at the last address set forth for such holder in the warrant register,
of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of
such event.


 


(f)            Form of Warrant. The form of
Warrant need not be changed because of any adjustment pursuant to this
Section 3, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement. However, the Company may at any
time in its sole discretion make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in


 


3

















 


exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.


 


4.             Redemption.


 


(a)           Redemption. Subject to
Section 4(d) hereof, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time after they become
exercisable and prior to the Effective Date, upon the notice referred to in
Section 4(b), at the price of $.01 per Warrant (“Redemption Price”).


 


(b)           Date Fixed for, and Notice of,
Redemption. In the event the Company shall elect to redeem all of the
Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for
redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the registered holder received such notice. In
the event of any adjustment to the Warrant Price or the number of shares of
Stock issuable on exercise of each Warrant as provided in Section 3, a
proportional adjustment shall be made to the Trigger Price.


 


(c)           Exercise After Notice of
Redemption. The Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with Section 2(e)(1)of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to
Section 4(b) hereof and prior to the Redemption Date. On and after the
Redemption Date, the record holder of the Warrants shall have no further rights
except to receive,
upon surrender of the Warrants, the Redemption Price.


 


5.             Limitations on
Transfer. Purchaser shall not assign, hypothecate, donate,
encumber or otherwise dispose of any interest in the Units except in compliance
with the provisions herein and applicable securities laws. The Company shall
not be required (a) to transfer on its books any shares of Stock of the
Company which shall have been transferred in violation of any of the provisions
set forth in this 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 transferee to
whom such shares shall have been so transferred. Purchaser hereby further acknowledges that Purchaser may be required to
hold the Stock purchased hereunder indefinitely. During the period of time
during which the Purchaser holds the Stock, the value of the Stock may increase
or decrease, and any risk associated with such Stock and such fluctuation in
value shall be borne by the Purchaser.


 


6.             Restrictive Legends. All
certificates representing the Stock 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)           “IN MAKING AN INVESTMENT DECISION
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES


 


4

















 


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 THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.”


 


(b)           “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 THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”


 


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.


 


8.             Investment
Representations. In connection with the purchase of the Units,
Purchaser represents to the Company the following:


 


(a)           Purchaser is aware of the Company’s
business affairs and financial condition and has sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the
Units. Purchaser is purchasing the Units for investment for Purchaser’s own
account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Act”).


 


(b)           Purchaser understands that the Units
have not been registered under the Act by reason of a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Purchaser’s investment intent as expressed herein.


 


(c)           Purchaser further acknowledges and
understands that the Units must be held indefinitely unless the Units are
subsequently registered under the Act or an exemption from such registration is
available. Purchaser understands that the certificate evidencing the Stock will
be imprinted with a legend which prohibits the transfer of the Stock unless the
Stock is registered or such registration is not required in the opinion of
counsel for the Company.


 


(d)           Purchaser warrants and represents
that Purchaser is an “accredited investor” as that term is defined in Rule 501
of Regulation D promulgated by the Securities and Exchange Commission under the
Act.


 


(e)           Purchaser further warrants and
represents that Purchaser has either (i) preexisting personal or business
relationships, with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect his own interests in
connection with the purchase of the Units by virtue of the business or
financial expertise of himself or of professional advisors to Purchaser who are
unaffiliated with and who are not compensated by the Company or any of its
affiliates, directly or indirectly.


 


5

















 


9.             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 Purchaser, Purchaser’s successors,
and assigns.


 


(c)           Governing
Law; Venue. 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.


 


(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 the
Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the 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]


 


6

















 


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: 725
  Oenoke Ridge Road

  
	
   

  	
   

  	
   

  	
  New Canaan,
  CT 06840

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oenoke Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Connors

  	
   

  
	
   

  	
   

  	
   

  	
  Michael
  Connors

  
	
   

  	
   

  	
   

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address: 725
  Oenoke Ridge Road

  
	
   

  	
   

  	
   

  	
  New Canaan,
  CT 06840

  



 

















 


EXHIBIT
A


 


[Form
of Warrant]


 

















 


 


	
   

  NUMBER

  	
   

  	
  (SEE REVERSE SIDE FOR LEGEND)

  (THIS WARRANT WILL BE VOID IF NOT EXERCISED

  PRIOR TO 5:00 P.M. ON THE EXPIRATION
  DATE)

  	
   

  	
  WARRANTS

  



 


INFORMATION SERVICES GROUP, INC.


 


WARRANT


 


THIS CERTIFIES THAT, for value received, OENOKE PARTNERS, LLC (the “Purchaser”)
is the registered holder of a Warrant or Warrants expiring on the Expiration
Date (the “Warrant”) to purchase one fully paid and non-assessable share
of Common Stock, par value $.001 per share (“Shares”), of Information
Services Group, Inc., a Delaware corporation (the “Company”), for each
Warrant evidenced by this Warrant Certificate.  The Warrant entitles the
holder thereof to purchase from the Company, commencing on the later of
(i) the completion by the Company of an acquisition, through a merger,
capital stock exchange, asset or stock acquisition or other business combination,
of one or more domestic or international operating businesses and (ii) the date
that is one year after the registration statement relating to the Public
Offering is declared effective by the SEC, such number of Shares of the Company
at the price of $6.00 per share, upon surrender of this Warrant Certificate and
payment of the Warrant Price to the Company, but only subject to the conditions
set forth herein and in the Management Unit Purchase Agreement between the
Company and the Purchaser.  The Management Unit Purchase Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof,
may, subject to certain conditions, be adjusted.   The term Warrant Price
as used in this Warrant Certificate refers to the price per Share at which
Shares may be purchased at the time the Warrant is exercised.


 


Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering
the number of Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when surrendered at the office of the Company by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.


 


Upon due presentment for registration of transfer of the Warrant
Certificate at the office of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge.


 


The Company may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or
other writing hereon made by


 


[Management Warrant]


 

















 


anyone), for the purpose of any exercise hereof, of any distribution to
the registered holder, and for all other purposes, and the Company shall not be
affected by any notice to the contrary.


 


This Warrant does not entitle the registered holder to any of the
rights of a stockholder of the Company.


 


The Company reserves the right to call the Warrant at any time prior to
its exercise, with a notice of call in writing to the holders of record of the
Warrant, giving 30 days’ notice of such call at any time after the Warrant
becomes exercisable.  The call price of the Warrants is to be $.01 per
Warrant.  Any Warrant either not exercised or tendered back to the Company
by the end of the date specified in the notice of call shall be canceled on the
books of the Company and have no further value except for the $.01 call price.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Secretary

  	
  Chairman of the Board

  
					



 

















 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in
Order to Exercise Warrants


 


The undersigned Registered Holder irrevocably elects to exercise
                             Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


 


	
   

  
	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



(SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER)


 


	
  and be delivered to

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS)

  



 


 


and, if such number of Warrants shall not be all the Warrants evidenced
by this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the Registered
Holder at the address stated below:


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (TAX IDENTIFICATION NUMBER)

  



 

















 


ASSIGNMENT


 


To Be Executed by the Registered Holder in
Order to Assign Warrants


 


For Value Received,
                                              
hereby sell, assign, and transfer unto


 


	
   

  
	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


 


	
  and be delivered to

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS)

  



 


 


 of the Warrants represented by
this Warrant Certificate, and hereby irrevocably constitute and appoint
                                                                  
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)