Exhibit 10.16


 


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


 


 


STOCK
TRANSFER AGREEMENT


 


This Stock Transfer Agreement (this “Agreement”)
is made as of December 21, 2006, by and among Oenoke Partners, LLC a
Delaware limited liability company (“Oenoke”), Information Services
Group, Inc. (the “Company”) and the individual whose name is set
forth on Exhibit A (the “Transferee”).


 


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


 


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


 


WHEREAS, the Transferee served as a real estate
consultant for the Company;


 


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


 


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


 


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


 


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


 

















 


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


 


2.             Closing.


 


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


 


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


 


3.             Representations and Warranties.


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


4.             Repurchase Right. 
The Transferee hereby agrees that Oenoke may, at any time prior to the
consummation of the IPO, elect to repurchase the Transferred Shares from the
Transferee, at a purchase price equal to $0.001 per Transferred Share.  In the event Oenoke elects to exercise its
repurchase right pursuant to this Section 4, the Transferee shall promptly
sell to Oenoke, and Oenoke shall repurchase from the Transferee, at a price per
share equal to $0.001, in cash, all of the Transferred Shares which are being
transferred to the Transferee pursuant to the terms and conditions of this
Agreement.


 


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


 


6.             Voting of Shares; Waiver of Conversion Rights;
Lock-Up.  In connection with the vote
required to consummate a Business Combination (as defined in the Company’s
Certificate of Incorporation), each Transferee shall vote the Transferred
Shares in accordance with the majority of the shares of Stock voted by the
Company’s public stockholders, and therefore waives any conversion rights such
Transferee might have with respect to such Transferred Shares, as provided in
the Company’s Certificate of Incorporation. 
Transferee hereby waives any right to receive distributions with respect
to the shares of Stock transferred or reissued hereunder upon the liquidation
of the Trust Fund (as defined in the Company’s Certificate of Incorporation),
or as part of the Company’s plan of dissolution and distribution in the event
the Company fails to consummate such Business Combination by the Termination
Date


 


3

















 


(as defined in the Company’s Certificate of Incorporation).  In the event that the Company fails to
consummate a Business Combination by the Termination Date, the Transferee shall
vote the Transferred Shares in favor of any plan of dissolution and liquidation
recommended by the Company’s board of directors.  The Transferred Shares will be subject to a
lock-up as referred to in the Registration Statement.  Subject to certain limited exceptions to be
set forth therein, the Transferred Shares will not be transferable until the
date that is one year after the closing of a Business Combination.


 


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


 


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


 


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


 


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


 


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


 


4

















 


communications shall be sent to
the other party hereto at such party’s address hereinafter set forth on the
signature page hereof, or at such other address as such party may
designate by ten (10) days advance written notice to the other party
hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signatures on following page]


 


5

















 


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


 


 


	
   

  	
  Information Services Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Connors

  	
   

  
	
   

  	
   

  	
  Michael Connors

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: Four Stamford Plaza

  
	
   

  	
   

  	
  107 Elm Street

  
	
   

  	
   

  	
  Stamford, CT 06902

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oenoke Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Connors

  	
   

  
	
   

  	
   

  	
  Michael Connors

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: Four Stamford Plaza

  
	
   

  	
   

  	
  107 Elm Street

  
	
   

  	
   

  	
  Stamford, CT 06902

  



 


[Stock Transfer
Agreement]


 

















 


	
   

  	
  Transferee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Fitzgerald

  	
   

  
	
   

  	
   

  	
  William Fitzgerald

  



 


[Stock Transfer
Agreement]


 

















 


EXHIBIT A


 


[Transferee,
Shares, Purchase Price]


 


	
  Transferee

  	
   

  	
  Number of Shares

  	
   

  	
  Aggregate Purchase Price

  	
   

  
	
  William Fitzgerald

  	
   

  	
  12,500

  	
   

  	
  $

  	
  12.50

  	
   

  
							



 

















 


ANNEX - ACCREDITED INVESTOR UNDER
REGULATION D


 


Accredited
Investor - The undersigned hereby confirms to the Company
that the undersigned (check each category which applies):


 


	
  o

  	
  a)

  	
  is a bank as defined in Section 3(a)(2) of the Securities
  Act or a savings and loan association or other institution as defined in
  Section 3(a)(5)(A) of the Securities Act, whether acting in its
  individual or fiduciary capacity; a broker dealer registered pursuant to
  Section 15 of the Securities Exchange Act of 1934; an insurance company
  as defined in Section 2(13) of the Securities Act; an investment company
  registered under the Investment Company Act of 1940 or a business development
  company as defined in Section 2(a)(48) of the Investment Company Act of
  1940; a Small Business Investment Company licensed by the U.S. Small Business
  Administration under Section 301(c) or (d) of the Small
  Business Investment Act of 1958; a plan established and maintained by a
  state, its political subdivisions, or any agency or instrumentality of a
  state or its political subdivisions, for the benefit of its employees, if
  such plan has total assets in excess of $5,000,000; an employee benefit plan
  within the meaning of the Employee Retirement Income Security Act of 1974, if
  the investment decision is made by a plan fiduciary, as defined in
  Section 3(21) of such Act, which plan fiduciary is either a bank,
  savings and loan association, insurance company, or registered investment adviser,
  or if the employee benefit plan has total assets in excess of $5,000,000 or,
  if a self-directed plan, with investment decisions made solely by persons
  that are accredited investors;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  b)

  	
  is a private business development company as defined in
  Section 202(a)(22) of the Investment Advisers Act of 1940;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  c)

  	
  is an organization described in Section 501(c)(3) of the
  Internal Revenue Code of 1986, as amended (the “Code”), a corporation,
  Massachusetts or similar business trust, or a partnership, not formed for the
  specific purpose of acquiring the Purchased Stock, with total assets in
  excess of $5,000,000;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  d)

  	
  is a director, executive officer or general partner of the Company,
  or any director, executive officer, or a general partner of a general partner
  of the Company;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  e)

  	
  is a natural person whose individual net worth, individually or
  together with his or her spouse, exceeds $1,000,000 at the time of his or her
  purchase;

  
	
   

  	
   

  	
   

  
	
  o

  	
  f)

  	
  o

  	
  i)

  	
  is a natural person who had an individual income in excess of $200,000 in both 2004 and 2005 and
  who reasonably expects reaching the same income level in 2006; or

  
							



 


9

















 


	
   

  	
   

  	
  o

  	
  ii)

  	
  is a natural person who had a joint income with his or her spouse in
  excess of $300,000 in both 2004 and 2005 and who reasonably expects reaching
  the same income level in 2006;

  
	
   

  	
   

  	
   

  
	
  o

  	
  g)

  	
  is a trust, with total assets in excess of $5,000,000, not formed for
  the specific purpose of acquiring the Purchased Stock, whose purchase is
  directed by a person who either alone or with his purchaser representative
  has such knowledge and experience in financial and business matters that he
  or she is capable of evaluating the merits and risks of the prospective
  investment, or that the Company reasonably believes immediately prior to
  making any sale that such purchaser comes within this definition;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  h)

  	
  is an entity in which all of the equity owners are Accredited
  Investors meeting one or more of the tests under subparagraphs (a) -
  (g).

  
							



 


 


	
  IF AN ENTITY:

  	
   

  	
  IF AN INDIVIDUAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name of Entity

  	
   

  	
  Print Name of Individual

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Signature

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


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