EXHIBIT
4.3


 


FORM
OF WARRANT


 


THIS WARRANT CERTIFICATE
(I) CANNOT BE TRANSFERRED OR EXCHANGED UNTIL THE EARLIER TO OCCUR OF THE
EXPIRATION OF THE UNDERWRITER’S OPTION TO PURCHASE UP TO
2,812,500 ADDITIONAL UNITS TO COVER OVER-ALLOTMENTS OR THE EXERCISE IN FULL
BY THE UNDERWRITER OF SUCH OPTION (THE “DETACHMENT DATE”) UNLESS INCLUDED WITH
A SHARE OF COMMON STOCK OF INFORMATION SERVICES GROUP, INC. AS PART OF A UNIT
AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL THE LATER OF THE
COMPANY’S COMPLETION OF A BUSINESS COMBINATION AND [                           ],
2008 [ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].


 


EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN.


 


Warrant
Certificate evidencing

Warrants to Purchase Common Stock, par value $.001, as described herein.


 


INFORMATION
SERVICES GROUP, INC.


 


	
  No.

  	
   

  	
  CUSIP
  No.
  [                           ]

  



 


VOID
AFTER 5:00 P.M., NEW YORK CITY TIME, ON [                  ],
2010,

OR UPON EARLIER REDEMPTION


 


This certifies that                                                       ,
or its registered assigns, is the registered holder of                                                       
warrants to purchase certain securities (each a “WARRANT”).  Each Warrant entitles the holder thereof,
subject to the provisions contained herein and in the Warrant Agreement (as
defined below), to purchase from Information Services Group, Inc., a Delaware
corporation (the “COMPANY”), one share of the Company’s Common Stock (each a “SHARE”),
at the Exercise Price set forth below. 
The exercise price of each Warrant (the “EXERCISE PRICE”) shall be $               
initially, subject to adjustments as set forth in the Warrant Agreement.


 


Subject to the terms of the
Warrant Agreement, each Warrant evidenced hereby may be exercised in whole, but
not in part, at any time, as specified herein, on any Business Day (as defined
below) occurring during the period (the “EXERCISE PERIOD”) commencing on the
later of the Company’s completion of a Business Combination (as defined below)
and [                           ],
2008 and ending at 5:00 P.M., New York City time, on the earlier to occur
of [                           ],
2011 or the Redemption Date (the “EXPIRATION DATE”).  Each Warrant remaining unexercised after
5:00 P.M., New York City time on the Expiration Date shall become void,
and all rights of the holder of this Warrant Certificate evidencing such
Warrant shall cease.


 


The holder of the Warrants
represented by this Warrant Certificate may exercise any Warrant evidenced
hereby by delivering, not later than 5:00 P.M., New York City time, on


 

















 


any Business Day during the
Exercise Period (the “EXERCISE DATE”) to Continental Stock Transfer & Trust
Company (the “WARRANT AGENT”, which term includes any successor warrant agent
under the Warrant Agreement described below) at its corporate trust department
at 17 Battery Place, New York, NY 10004, (i) this Warrant
Certificate, (ii) an election to purchase (“ELECTION TO PURCHASE”),
properly executed by the holder hereof on the reverse of this Warrant
Certificate (the “PARTICIPANT”) substantially in the form included on the
reverse of hereof, as applicable and (iii) the Exercise Price for each
Warrant to be exercised in lawful money of the United States of America by
certified or official bank check or by bank wire transfer in immediately
available funds[; PROVIDED, HOWEVER, that the holder of this Warrant
Certificate may, in lieu of payment of the Exercise Price, surrender its
Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common
Stock underlying the surrendered Warrants, multiplied by the difference between
the Fair Market Value (defined below) and the Exercise Price by (y) the
Fair Market Value.  The “FAIR MARKET
VALUE” shall mean the average reported last sale price of the Common Stock for
the 10 trading days ending on the 3rd trading day prior to the date on
which the Election to Purchase is sent to the Warrant Agent](1).  If any of (a) this Warrant Certificate,
(b) the Election to Purchase, or (c) the Exercise Price therefor [or
surrendered Warrants](2), is received by the Warrant Agent after
5:00 P.M., New York City time, the Warrants will be deemed to be received
and exercised on the Business Day next succeeding the date such items are
received and such date shall be the Exercise Date for purposes hereof.  If the date such items are received is not a
Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day which is a Business Day and such date shall be the Exercise
Date.  If the Warrants to be exercised
are received or deemed to be received after the Expiration Date, the exercise
thereof will be null and void and any funds delivered to the Warrant Agent will
be returned to the holder as soon as practicable.  In no event will interest accrue on funds
deposited with the Warrant Agent in respect of an exercise or attempted
exercise of Warrants.  The validity of
any exercise of Warrants will be determined by the Warrant Agent in its sole
discretion and such determination will be final and binding upon the holder of
the Warrants and the Company.  Neither
the Warrant Agent nor the Company shall have any obligation to inform a holder
of Warrants of the invalidity of any exercise of Warrants.


 


As used herein, the term “BUSINESS
DAY” means any day that is not a Saturday or Sunday and is not a United States
federal holiday or a day on which banking institutions generally are authorized
or obligated by law or regulation to close in New York City.


 


As used herein, the term “BUSINESS
COMBINATION” shall have the meaning set forth in the Warrant Agreement.


 






(1)                                  To
be included only in Warrant Certificates representing Warrants issued in the
private placement.


 


(2)                                  To
be included only in Warrant Certificates representing Warrants issued in the
private placement.


 


2

















 


Warrants may be exercised
only in whole numbers of Warrants.  No
fractional shares of Common Stock are to be issued upon the exercise of any
Warrant, but rather the number of shares of Common Stock to be issued shall be
rounded up to the nearest whole number. 
If fewer than all of the Warrants evidenced by this Warrant Certificate
are exercised, a new Warrant Certificate for the number of Warrants remaining
unexercised shall be delivered to the holder of this Warrant Certificate at the
address specified on the books of the Warrant Agent or as otherwise specified
by such Registered Holder.


 


Notwithstanding the
foregoing, the Company shall not be obligated to deliver any Shares pursuant to
the exercise of a Warrant and shall have no obligation to settle a Warrant
exercise unless a registration statement under the Securities Act of 1933, as amended
(the “SECURITIES ACT”), with respect to the Shares is effective and a current
prospectus is on file with the Commission. 
In the event that a registration statement with respect to the Shares
underlying a Warrant is not effective under the Securities Act or a current
prospectus is not on file with the Commission, the holder of such Warrant shall
not be entitled to exercise such Warrant. 
Notwithstanding anything to the contrary in the Warrant Agreement (as
defined below) and this Warrant Certificate, under no circumstances will the
Company be required to net cash settle a Warrant exercise.  Warrants may not be exercised by, or Shares
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 Section 3.3.3 of the Warrant Agreement and the
foregoing, any or all of the Warrants may expire unexercised.


 


This Warrant Certificate is
issued under and in accordance with the Warrant Agreement, dated as of [                           ],
2007 (the “WARRANT AGREEMENT”), between the Company and the Warrant Agent and
is subject to the terms and provisions contained in the Warrant Agreement, to
all of which terms and provisions the holder of this Warrant Certificate and
the beneficial owners of the Warrants represented by this Warrant Certificate
consent by acceptance hereof.  Copies of
the Warrant Agreement are on file and can be inspected at the above-mentioned
office of the Warrant Agent and at the office of the Company at Four Stamford
Plaza, 107 Elm Street, Stamford, CT 06902.


 


At any time during the
Exercise Period, the Company may, at its option, redeem all (but not part) of
the then outstanding Warrants upon giving notice in accordance with the terms
of the Warrant Agreement (the “REDEMPTION NOTICE”), at the price of
$0.01 per Warrant (the “REDEMPTION PRICE”); PROVIDED, that the last sales
price of the Shares has been at least $11.50 per Share (subject to
adjustment as provided in the Warrant Agreement), on any twenty (20) trading
days within a thirty (30) trading day period ending on the third Business Day
prior to the date on which the Redemption Notice is given.  In the event the Company shall elect to
redeem all of the then outstanding Warrants, the Company shall fix a date for
such redemption (the “REDEMPTION DATE”). 
The Warrants may be exercised in accordance with the terms of this
Agreement at any time after a Redemption Notice shall have been given by the
Company; PROVIDED, HOWEVER, that no Warrants may be exercised subsequent to the
expiration of the Exercise Period; PROVIDED, FURTHER, that all rights
whatsoever with respect to the Warrants shall cease on the Redemption Date,
other than to the right to receive the Redemption Price.


 


3

















 


The accrual of dividends, if
any, on the Shares issued upon the valid exercise of any Warrant will be
governed by the terms generally applicable to such Shares.  From and after the issuance of such Shares,
the former holder of the Warrants exercised will be entitled to the benefits
generally available to other holders of Shares and such former holder’s right
to receive payments of dividends and any other amounts payable in respect of
the Shares shall be governed by, and shall be subject to, the terms and
provisions generally applicable to such Shares.


 


The Exercise Price and the
number of Shares purchasable upon the exercise of each Warrant shall be subject
to adjustment as provided pursuant to Section 4 of the Warrant Agreement.


 


Prior to the Detachment
Date, the Warrants represented by this Warrant Certificate may be exchanged or
transferred only together with the Shares to which such Warrant is attached
(together, a “UNIT”), and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Unit. 
Additionally, prior to the Detachment Date, each transfer of such Unit
on the register of the Units shall operate also to transfer the Warrants
included in such Units.  From and after
the Detachment Date, the above provisions shall be of no further force and
effect.  Upon due presentment for
registration of transfer or exchange of this Warrant Certificate at the stock
transfer division of the Warrant Agent, the Company shall execute, and the
Warrant Agent shall countersign and deliver, as provided in Section 5 of
the Warrant Agreement, in the name of the designated transferee one or more new
Warrant Certificates of any authorized denomination evidencing in the aggregate
a like number of unexercised Warrants, subject to the limitations provided in
the Warrant Agreement.


 


Neither this Warrant
Certificate nor the Warrants evidenced hereby shall entitle the holder hereof
or thereof to any of the rights of a holder of the Shares, including, without
limitation, the right to receive dividends, if any, or payments upon the
liquidation, dissolution or winding up of the Company or to exercise voting
rights, if any.


 


The Warrant Agreement and
this Warrant Certificate may be amended as provided in the Warrant Agreement
including, under certain circumstances described therein, without the consent
of the holder of this Warrant Certificate or the Warrants evidenced hereby.


 


THIS WARRANT CERTIFICATE AND
ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE
EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.


 


This Warrant Certificate
shall not be entitled to any benefit under the Warrant Agreement or be valid or
obligatory for any purpose, and no Warrant evidenced hereby may be exercised, unless
this Warrant Certificate has been countersigned by the manual or facsimile
signature of the Warrant Agent.


 


4

















 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.


 


	
  Dated as of

  	
   

  	
  , 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Information Services
  Group, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental Stock Transfer
  & Trust Company,

  	
   

  	
   

  
	
    as
  Warrant Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  
								



 


5

















 


[REVERSE]


 


INSTRUCTIONS
FOR EXERCISE OF WARRANT


 


To exercise the Warrants
evidenced hereby, the holder or Participant must, by 5:00 P.M., New York City
time, on the specified Exercise Date, deliver to the Warrant Agent at the
office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City of New York cash, a certified or
official bank check or a wire transfer in immediately available funds, in each
case payable to the Warrant Agent at Account No.          ,
in an amount equal to the Exercise Price in full for the Warrants exercised[;
PROVIDED, HOWEVER, that the holder of this Warrant Certificate may, in lieu of
payment of the Exercise Price for the Warrants, surrender its Warrants for that
number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the
surrendered Warrants, multiplied by the difference between the Fair Market
Value and the Exercise Price by (y) the Fair Market Value](3).  In addition, the Warrant holder or
Participant must provide the information required below and deliver this
Warrant Certificate to the Warrant Agent at the address set forth below.  The Warrant Certificate and this Election to
Purchase must be received by the Warrant Agent by 5:00 P.M., New York time, on
the specified Exercise Date.


 


ELECTION
TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby
irrevocably elects to exercise, on                ,
         (the “EXERCISE DATE”),                            
Warrants, evidenced by this Warrant Certificate, to purchase,                            
of the shares of Common Stock (each a “SHARE”) of Information Services Group,
Inc., a Delaware corporation (the “COMPANY”), and represents that, on or before
the Exercise Date, such holder has tendered payment for such Shares by cash,
certified or official bank check or bank wire transfer in immediately available
funds to the order of the Company c/o Continental Stock Transfer & Trust
Company, 17 Battery Place, New York, New York 10004, in the amount of $                           
in accordance with the terms hereof [or, at the election of the holder, the
holder (in lieu of payment of the Exercise Price for the Warrants) has
surrendered Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the surrendered Warrants, multiplied by the difference
between the Fair Market Value and the Exercise Price by (y) the Fair
Market Value in accordance with the terms hereof](4).  The undersigned requests that said number of
Shares be in fully registered form, registered in such names and delivered, all
as specified in accordance with the instructions set forth below.


 






(3)           To be included only in Warrant
Certificates representing Warrants issued in the private placement.


 


(4)           To be included only in Warrant
Certificates representing Warrants issued in the private placement.


 

















 


If said number of Shares is
less than all of the Shares purchasable hereunder, the undersigned requests
that a new Warrant Certificate evidencing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the holder of the Warrant
Certificate unless otherwise specified in the instructions below.


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name  

  	
   

  	
   

  	
  (Please Print)

  
	
   

  	
   

  	
   

  	
   

  
	
  /  /  /  /  -  /  /  /  -  /  /  /  /  /                        

  	
   

  	
   

  
	
  (Insert Social Security or
  Other Identifying Number of Holder)

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature  

  	
   

  	
   

  	
   

  
													



 


This Warrant may only be
exercised by presentation to the Warrant Agent at one of the following
locations:


 


By hand at:


 


By mail at:


 


The method of delivery of
this Warrant Certificate is at the option and risk of the exercising holder and
the delivery of this Warrant Certificate will be deemed to be made only when
actually received by the Warrant Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to assure timely delivery.


 


(Instructions as to form and
delivery of Shares and/or Warrant Certificates)


 


	
  Name in which Shares are
  to be registered if other than in the name of the registered holder of this
  Warrant Certificate:

  	
   

  
	
   

  	
   

  
	
  Address to which Shares
  are to be mailed if other than to the address of the registered holder of
  this Warrant Certificate as shown on the books of the Warrant Agent:

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
  (City and State) (Zip
  Code)

  
	
   

  	
   

  
	
  Name in which Warrant
  Certificate evidencing unexercised Warrants, if any, are to be registered if
  other than in the name of the registered holder of this Warrant Certificate:

  	
   

  



 


7

















 


	
  Address to which
  certificate representing unexercised Warrants, if any, are to be mailed if
  other than to the address of the registered holder of this Warrant
  Certificate as shown on the books of the Warrant Agent:

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
  (City and State) (Zip
  Code)

  
	
   

  	
   

  
	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  SIGNATURE MUST CONFORM IN
  ALL RESPECTS TO THE NAME OF THE HOLDER AS SPECIFIED ON THE FACE OF THIS
  WARRANT CERTIFICATE. IF SHARES, OR A WARRANT CERTIFICATE EVIDENCING
  UNEXERCISED WARRANTS, ARE TO BE ISSUED IN A NAME OTHER THAN THAT OF THE
  REGISTERED HOLDER HEREOF OR ARE TO BE DELIVERED TO AN ADDRESS OTHER THAN THE
  ADDRESS OF SUCH HOLDER AS SHOWN ON THE BOOKS OF THE WARRANT AGENT, THE ABOVE
  SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (AS THAT
  TERM IS DEFINED IN RULE 17AD-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
  AMENDED).

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  
	
   

  
	
  Name of Firm

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
  Area Code

  	
   

  	
   

  
	
  and
  Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
  Dated 

  	
   

  	
  ,20

  	
   

  	
   

  	
   

  
													



 


8

















 


ASSIGNMENT


 


(FORM
OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED,                                  
HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO


 


	
  (Please print name and
  address

  including zip code of assignee)

  	
   

  	
  (Please insert social
  security or

  other identifying number of assignee)

  



 


the rights represented by
the within Warrant Certificate and does hereby irrevocably constitute and
appoint                           
Attorney to transfer said Warrant Certificate on the books of the Warrant Agent
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  (SIGNATURE MUST CONFORM IN
  ALL RESPECTS TO THE NAME OF THE HOLDER AS SPECIFIED ON THE FACE OF THIS
  WARRANT CERTIFICATE AND MUST BEAR A SIGNATURE GUARANTEE BY AN ELIGIBLE
  GUARANTOR INSTITUTION (AS THAT TERM IS DEFINED IN RULE 17AD-15 OF THE
  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  
	
   

  
	
  Name of Firm:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Area Code

  	
   

  	
   

  
	
  and
  Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Dated 

  	
   

  	
  ,20