EXHIBIT
4.4


 


FORM OF WARRANT
AGREEMENT


 


This Warrant Agreement is
made as of                                  
       , 2007 between Information Services
Group, Inc., a Delaware corporation, with offices at Four Stamford Plaza, 107
Elm Street, Stamford, CT 06902 (the “Company”), and Continental Stock
Transfer & Trust Company, a New York corporation, with offices at 17
Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS, the Company has
determined to issue and deliver to Oenoke Partners, LLC (“Oenoke”) in a
private placement 6,000,000 Warrants (the “Private Warrants”), each of
such Private Warrants evidencing the right of the holder thereof to purchase
one share of Common Stock for $6.00, subject to adjustment as provided herein;


 


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of Units (the “Units”)
and, in connection therewith, has determined to issue and deliver to Deutsche
Bank Securities Inc. (“Deutsche”), Lazard Capital Markets (“Lazard”),
and Morgan Joseph & Co., Inc. (“Morgan Joseph” and, together with
Deutsche and Lazard, the “Underwriters”) (i) 18,750,000 Units (the “Public
Units”), each Public consisting of one share of the Company’s Common Stock,
par value $.001 per share, and one warrant (all such warrants collectively, the
“Public Warrants”), (ii) an option to purchase up to 2,812,500
additional units (the “Over Allotment Units”), each Over Allotment Unit
consisting of one share of the Company’s Common Stock, par value $.001 per
share, and one warrant (all such warrants collectively, the “ Underwriters’
Warrants”); and (iii) an option to purchase 937,500 Units (all such Units
collectively, the “UPO Units”) each UPO Unit consisting of one share of
the Company’s Common Stock, par value $.001 per share, and one warrant (the “UPO
Warrants” and, together with the Public Warrants, the Private Warrants and
the Underwriter’s Warrants, the “Warrants”), each of such Warrants
evidencing the right of the holder thereof to purchase one share of Common
Stock, for $6.00 (or $7.50, in the case of the UPO Warrants), subject to
adjustment as described herein; and


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (“Commission”) a
Registration Statement, No. 333-136536 on Form S-1 (“Registration Statement”) for
the registration, under the Securities Act of 1933, as amended (“Act”) of,
among other securities, the Public Units, the Over Allotment Units and the UPO
Units, and the Common Stock issuable upon exercise of the Public Warrants, the
Underwriters’ Warrants and the UPO Warrants; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of
the Warrants; and


 

















 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Warrant
Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


1.     APPOINTMENT OF WARRANT AGENT. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Warrant Agreement.


 


2.     WARRANTS.


 


2.1      FORM OF WARRANT. Each Warrant shall
be issued in registered form only; except as set forth herein, shall be in
substantially the form of Exhibit A attached hereto, the provisions of
which are incorporated herein; and shall be signed by, or bear the facsimile
signature of, the Chairman and Chief Executive Officer of the Company. In the
event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance. All of the
Warrants shall initially be represented by one or more book-entry certificates
(each, a “Book Entry Warrant Certificate”).


 


2.2      EFFECT OF COUNTERSIGNATURE. Unless
and until countersigned by the Warrant Agent pursuant to this Warrant
Agreement, a Warrant shall be invalid and of no effect and may not be exercised
by the holder thereof.


 


2.3      REGISTRATION.


 


2.3.1        WARRANT REGISTER. The Warrant
Agent shall maintain books (“Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, or, in the case of the Private Warrants, the
delivery of definitive warrant certificates in physical form to the Warrant
Agent, the Warrant Agent shall issue and register the Warrants in the names of
the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.3.2        BENEFICIAL OWNER; REGISTERED HOLDER.
Prior to due presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in whose name such
Warrant shall be registered upon the Warrant Register (“Registered Holder”),
as the absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


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2.4      DETACHABILITY OF WARRANTS. The
securities comprising the Units will not be separately transferable until five
business days following the earlier to occur of (i) expiration or
termination of the Underwriters’ over allotment option or (ii) its
exercise in full (the “Detachment Date”), but in no event will separate
trading of the securities comprising the Units be allowed until the Company
(a) files a Current Report on Form 8-K which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of
the Underwriters’ over allotment option, if the over allotment option is
exercised prior to the filing of the Form 8-K, and (b) issues a press
release announcing when such separate trading will begin.


 


2.5      PRIVATE WARRANTS, PUBLIC WARRANTS, UPO
WARRANTS AND UNDERWRITERS’ WARRANTS. The UPO Warrants shall have the same
terms and be in the same form as the Public Warrants except with respect to the
Warrant Price as set forth below in Section 3.1. The Private Warrants shall
have the same terms and be in the same form as the Public Warrants, except that
the Private Warrants may be exercised on a cashless basis, and except with respect
to the restrictions on transferability set forth in Section 3.2 hereof and such
Warrants are not subject to redemption as is provided for in Section 6.4.
The Underwriters’ Warrants shall have the same terms and be in the same form as
the Public Warrants.


 


3.     TERMS AND EXERCISE OF WARRANTS.


 


3.1      WARRANT PRICE. Each Public Warrant,
Private Warrant and Underwriters’ Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Public Warrant and of this Warrant Agreement, to purchase from the
Company the number of shares of Common Stock stated therein, at an exercise
price of $6.00 per whole share, subject to the adjustments provided in Section
4. Each UPO Warrant shall, when countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of such UPO Warrant and of
this Warrant Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at an exercise price of $7.50 per whole share,
subject to the adjustments provided in Section 4 hereof. The term “Warrant
Price” as used in this Warrant Agreement refers to the price per share at which
Common 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; provided, however, that any change in the Warrant Price must
apply equally to all of the Warrants, and provided further that any reduction
in Warrant Price must remain in effect for at least (20) business days.


 


3.2      DURATION OF WARRANTS. Except as set
forth in this Section 3.2, a Warrant may be exercised only during the period (“Exercise
Period”) commencing on the later of (i) the consummation by the
Company of a merger, capital stock exchange, asset or stock acquisition or
other similar business combination (“Business Combination”) (as
described more fully in the Registration Statement) and (ii)                                  
      , 2008 [One year from the effective date of
the Registration Statement], and terminating at 5:00 p.m., New York city time
on the earlier to occur of (i)                                  
      , 2011 [Four years from the effective date
of the Registration Statement] or (ii) the date fixed for redemption of
the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration
Date”). Notwithstanding the foregoing, (1) the Private Warrants may
not be sold or otherwise transferred until that date which is one year
following the date upon which the Company consummates a Business Combination,
and (2) will not be subject


 


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to redemption. Except
with respect to the right to receive the Redemption Price (as set forth in Section
6 hereunder but excluding the Private Warrants), 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 Warrant 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, except that any amendment
to the terms of the Underwriter’s Warrants shall be subject to any limitations
and conditions that may be imposed by NASD Corporate Financing Rule 2710. Should
the Company wish to extend the Expiration Date of the Warrants, the Company
shall provide advance notice to the American Stock Exchange as required by the
American Stock Exchange.


 


3.3      EXERCISE OF WARRANTS


 


3.3.1        Payment.
Subject to the provisions of the Warrant, this Warrant Agreement a Warrant,
when countersigned by the Warrant Agent, may be exercised by the registered
holder thereof by surrendering it, at the office of the Warrant Agent, or at
the office of its successor as Warrant Agent, in the Borough of Manhattan, City
and State of New York, 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
whole share of Common 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 Common Stock, and the issuance of the Common
Stock.


 


3.3.2        Issuance
of Certificates. As soon as 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 Common Stock to which he is
entitled, registered in such name or names as may be directed by him, her or
it, 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. Notwithstanding the foregoing, the Company shall not
be obligated to deliver any securities pursuant to the exercise of a Warrant
unless a registration statement under the Act with respect to the Common Stock
is effective.


 


3.3.3        Limitations.
Notwithstanding the foregoing, and except with respect to the Private Warrants,
the Company shall not be obligated to deliver any Shares pursuant to the
exercise of a Warrant and shall have no obligation to settle the 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. Except with respect to the
Private Warrants, 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 this Warrant Agreement, under no circumstances will
the Company be required to net cash settle the 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


 


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this Section 3.3.3, any or all of the Warrants may expire unexercised. In
no event shall the registered Holder of a Warrant be entitled to receive any
monetary damages if the Common Stock underlying the Warrants have not been
registered by the Company pursuant to an effective registration statement or if
a current prospectus is available for delivery by the Warrant Agent, provided
the Company has fulfilled its obligation to use its reasonable best efforts to
effect such registration and ensure a current prospectus is available for
delivery by the Warrant Agent.


 


3.4      VALID ISSUANCE. All shares of
Common Stock issued upon the proper exercise of a Warrant in conformity with
this Warrant Agreement shall be validly issued, fully paid and nonassessable.


 


3.5      DATE OF ISSUANCE. Each person in
whose name any such certificate for shares of Common 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.


 


4.     ADJUSTMENTS.


 


4.1.1        Stock Dividends — Split-Ups. If
after the date hereof, and subject to the provisions of Section 4.6 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 of such stock dividend,
split-up or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares of Common Stock.


 


4.1.2        Extraordinary Dividend. If the
Company, at any time while the Warrants are outstanding and unexpired, shall
pay a dividend in cash or securities to the holders of the Common Stock (or
shares of the Company’s capital stock into which the Warrants are convertible),
then upon the exercise of the Warrants, the registered holder shall be entitled
to a proportionate share of any such dividend as if the shares of Common Stock
purchased upon exercise hereof by such registered holder had been purchased and
outstanding on the record date fixed for the determination of the holders of
the Common Stock entitled to receive such dividend.


 


4.2      AGGREGATION OF SHARES. If after the
date hereof, and subject to the provisions of Section 4.6, the number of
outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common 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 Common Stock issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3      ADJUSTMENTS IN EXERCISE PRICE. Whenever
the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Section 4.1


 


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and 4.2 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 Common 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 Common Stock
so purchasable immediately thereafter.


 


4.4      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
4.1 or 4.2 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 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 Common 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 Common Stock covered by
Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


 


4.5      NOTICES OF CHANGES IN WARRANT. Upon
every adjustment of the Warrant Price or the number of shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
notice to the 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.


 


4.6      NO FRACTIONAL SHARES. Notwithstanding
any provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants. If, by reason of
any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up to the
nearest whole number the number of the shares of Common Stock to be issued to the
Warrant holder.


 


4.7      FORM OF WARRANT. The form of
Warrant need not be changed because of any adjustment pursuant to this Section
4, and Warrants issued after such adjustment may state the


 


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same Warrant Price and
the same number of shares as is stated in the Warrants initially issued
pursuant to this Warrant 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 exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 


5.     TRANSFER AND EXCHANGE OF WARRANTS.


 


5.1      TRANSFER OF WARRANTS. Prior to the
Detachment Date, the Public Warrants may be transferred or exchanged only
together with the Unit in which such Warrant is included, and only for the
purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Public Unit on the register relating to
such Units shall operate also to transfer the Warrants included in such Unit. From
and after the Detachment Date this Section 5.1 will have no further force and
effect.


 


5.2      REGISTRATION OF TRANSFER. The
Warrant Agent shall register the transfer, from time to time, of any
outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a
new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so
cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon request.


 


5.3      PROCEDURE FOR SURRENDER OF WARRANTS.
Warrants may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and thereupon the Warrant Agent shall issue
in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number
of Warrants; provided, however, that except as otherwise provided herein or in
any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be
transferred only in whole and only to the Depository, to another nominee of the
depository, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange therefore until the
Warrant Agent has received an opinion of counsel for the Company stating that
such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.4      FRACTIONAL WARRANTS. The Warrant
Agent shall not be required to effect any registration of transfer or exchange
which will result in the issuance of a warrant certificate for a fraction of a
warrant.


 


5.5      SERVICE CHARGES. No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.6      WARRANT EXECUTION AND COUNTERSIGNATURE.
The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Warrant Agreement, the Warrants required to
be issued pursuant to the provisions of this Section 5, and


 


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the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly
executed on behalf of the Company for such purpose.


 


6.     REDEMPTION.


 


6.1      REDEMPTION. Subject to Sections 6.4
and 6.5 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 their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2. hereof at a redemption price of $.01 per Warrant
(the “Redemption Price”), provided that the last sales price of the
Common Stock has been at least $11.50 per share, 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 notice of redemption is
given.


 


6.2      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. 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.


 


6.3      EXERCISE AFTER NOTICE OF REDEMPTION.
The Warrants may be exercised in accordance with Section 3 of this Warrant
Agreement at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.2 hereof and prior to the time and date fixed for
redemption. 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.


 


6.4      OUTSTANDING WARRANTS ONLY; REGISTRATION
OR QUALIFICATION OF COMMON STOCK. The Company understands that the
redemption rights provided for by this Section 6 apply only to outstanding
Warrants. To the extent a person holds rights to purchase Warrants, such
purchase rights shall not be extinguished by redemption. However, once such
purchase rights are exercised, the Company may redeem the Warrants issued upon
such exercise provided that the criteria for redemption is met. In the event
that the common stock issuable upon exercise of the Warrants has not been
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of the Warrants, the Company will not have the
right to redeem the Warrants.


 


6.5      EXCLUSION OF PRIVATE WARRANTS. Notwithstanding
anything in this Warrant Agreement to the contrary, the Private Warrants shall
not be subject to redemption.


 


7.     OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.


 


7.1      NO RIGHTS AS STOCKHOLDER. A Warrant does
not entitle the registered holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or
to receive notice as stockholders in respect of the meetings of stockholders or
the election of directors of the Company or any other matter.


 


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7.2      LOST, STOLEN, MUTILATED, OR DESTROYED
WARRANTS. If any Warrant is lost, stolen, mutilated, or destroyed, the
Company and the Warrant Agent may on such terms as to indemnity or otherwise as
they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3      RESERVATION OF COMMON STOCK. The
Company shall at all times reserve and keep available a number of its
authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.


 


7.4      REGISTRATION OF COMMON STOCK. The
Company agrees that prior to the commencement of the Exercise Period, it shall
file with the Securities and Exchange Commission a post-effective amendment to
the Registration Statement, or a new registration statement, for the
registration, under the Act, of, and it shall use its reasonable best efforts
to take such action as is necessary to qualify for sale, in those states in
which the Warrants were initially offered by the Company, the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use
its reasonable best efforts to cause the same to become effective and to
maintain the effectiveness of such registration statement until the expiration
or redemption of the Warrants in accordance with the provisions of this Warrant
Agreement; provided, however, that the Company shall not be obligated to
deliver Shares, and shall not have penalties nor be liable to the Warrant
holder for failure to deliver Shares pursuant to Section 3, if a registration
statement is not effective or a current Prospectus is not on file with the
Commission at the time of exercise of the Warrant by the holder. For the
avoidance of doubt, the Company may be liable to a Warrant holder for failure
to fulfill its obligations to use reasonable best efforts pursuant to this
Section 7.4.


 


8.     CONCERNING THE WARRANT AGENT AND OTHER MATTERS.


 


8.1      PAYMENT OF TAXES. The Company will
from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Warrants or such
shares.


 


8.2      RESIGNATION, CONSOLIDATION, OR MERGER
OF WARRANT AGENT.


 


8.2.1        APPOINTMENT OF SUCCESSOR WARRANT
AGENT. The Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to
act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or by the holder of the
Warrant (who shall, with such notice, submit his Warrant for inspection by the


 


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Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation organized and existing under the laws
of the State of New York, in good standing and having its principal office in
the Borough of Manhattan, City and State of New York, and authorized under such
laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.


 


8.2.2        NOTICE OF SUCCESSOR WARRANT AGENT.
In the event a successor Warrant Agent shall be appointed, the Company shall
give notice thereof to the predecessor Warrant Agent and the transfer agent for
the Common Stock not later than the effective date of any such appointment.


 


8.2.3        MERGER OR CONSOLIDATION OF WARRANT
AGENT. Any corporation into which the Warrant Agent may be merged or with
which it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Warrant Agreement without any further act.


 


8.3      FEES AND EXPENSES OF WARRANT AGENT.


 


8.3.1        REMUNERATION. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as such
Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for
all expenditures that the Warrant Agent may reasonably incur in the execution
of its duties hereunder.


 


8.3.2        FURTHER ASSURANCES. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Warrant Agreement.


 


8.4      LIABILITY OF WARRANT AGENT.


 


8.4.1        RELIANCE ON COMPANY STATEMENT. Whenever
in the performance of its duties under this Warrant Agreement, the Warrant
Agent shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and


 


10

















 


established by a
statement signed by the Chairman and Chief Executive Officer of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions
of this Warrant Agreement.


 


8.4.2        INDEMNITY. The Warrant Agent
shall be liable hereunder only for its own negligence, willful misconduct or
bad faith. The Company agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Warrant Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct, or bad faith.


 


8.4.3        EXCLUSIONS. The Warrant Agent
shall have no responsibility with respect to the validity of this Warrant
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Warrant Agreement or
in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


 


8.5      ACCEPTANCE OF AGENCY. The Warrant
Agent hereby accepts the agency established by this Warrant Agreement and
agrees to perform the same upon the terms and conditions herein set forth and
among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all
moneys received by the Warrant Agent for the purchase of shares of the Company’s
Common Stock through the exercise of Warrants.


 


8.6      Waiver. The Warrant Agent hereby
waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of the Trust Account (as defined in that certain
Investment Management Trust Agreement, dated as of the date hereof, by and
between the Company and the Warrant Agent as trustee thereunder), and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the Trust Account for any reason whatsoever.


 


9.     MISCELLANEOUS PROVISIONS.


 


9.1      SUCCESSORS. All the covenants and
provisions of this Warrant Agreement by or for the benefit of the Company or
the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


9.2      NOTICES. Any notice, statement or
demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after
deposit of such notice, postage


 


11

















 


prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as
follows:


 


Information Services
Group, Inc. 

Four Stamford Plaza


107 Elm Street

Stamford, CT  06902

Attn:  Michael P. Connors


 


with a copy to:


 


Information Services
Group, Inc. 

Four Stamford Plaza


107 Elm Street

Stamford, CT  06902

Attn:  Earl H. Doppelt


 


Any notice, statement or
demand authorized by this Warrant Agreement to be given or made by the holder
of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock
Transfer & Trust Company

17 Battery Place

New York, New York  10004

Attn:  Compliance Department


 


with a copy in each case
to:


 


Deutsche Bank Securities,
Inc.

60 Wall Street, 4th Floor

New York, New York  10005

Attn:  [                                 ]


 


And


 


Morgan Joseph & Co.,
Inc.


[                                 ]


[                                 ]


Attn: [                                 ]


 


And


 


Lazard Capital Markets


[                                 ]


 


12

















 


[                                 ]


Attn: [                                 ]


 


And


 


Rothstein Kass & Company,
P.C.


4 Becker Farm Road


Roseland, NJ 07068


Attn:  Jeff Sommers


 


9.3      APPLICABLE LAW. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by the laws of the State of New York, without giving
effect to the conflicts of law principle thereof. The Company and the Warrant
Agent each hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement 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 and the
Warrant Agent each hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenience forum. Any such process or
summons to be served upon the Company or the Warrant Agent 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 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding
upon the Company or the Warrant Agent in any action, proceeding or claim.


 


9.4      AMENDMENT. This Agreement and the
warrant certificate issued hereunder may be amended by the parties hereto
without the consent of any registered holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision
contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the
interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise
Period, shall require the written consent of each of (i) Deutsche, as
representative of the Underwriters and (ii) the registered holders of a
majority of the then outstanding Warrants and no modification or amendment
shall affect the Public Warrants and the Private Warrants differently from one
another. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period in accordance with Sections 3.1
and 3.2 hereof, without such consent.


 


9.5      PERSONS HAVING RIGHTS UNDER THIS
AGREEMENT. Nothing in this Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Warrants, any right, remedy, or claim
under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the registered holders of the Warrants.


 


13

















 


9.6      EXAMINATION OF THE WARRANT AGREEMENT.
A copy of this Warrant Agreement shall be available at all reasonable times at
the office of the Warrant Agent in the Borough of Manhattan, City and State of
New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.7      COUNTERPARTS. This Warrant
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.


 


9.8      EFFECT OF HEADINGS. The Section
headings herein are for convenience only and are not part of this Warrant
Agreement and shall not affect the interpretation thereof.


 


14

















 


IN WITNESS WHEREOF, this
Warrant Agreement has been duly executed by the parties hereto as of the day
and year first above written.


 


	
  Attest:

  	
  INFORMATION SERVICES
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Michael P.
  Connors

  
	
   

  	
  Title:   Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
  CONTINENTAL STOCK
  TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: