Exhibit 10.30


 


INFORMATION SERVICES GROUP, INC.


 


MANAGEMENT STOCK PURCHASE AGREEMENT


 


This
Management Stock Purchase Agreement (this “Agreement”) is made as of December 21,
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 Stock. Purchaser hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to Purchaser,
an aggregate of 703,125 shares of Common Stock of the Company (the “Stock”)
at a purchase price equal to $0.001 per share, for an aggregate purchase price
of $703.13, payable in cash. The closing hereunder, including payment for and
delivery of the Stock 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.                                       Redemption. Purchaser hereby agrees that, on a date that is within
the five-day period following the date upon which the overallotment option of
the Company’s underwriters (as described in the Company’s Registration
Statement on Form S-1, as amended, No. 333-136536 (together with any
registration statement filed pursuant to Rule 462(b)) expires or is
terminated, the Purchaser will promptly sell to the Company, and the Company
shall repurchase from the Purchaser, at a price per share equal to $0.001, in
cash, the number of shares of Stock determined by multiplying (i) 703,125
by (ii) a fraction, the numerator of which is (A) 2,812,500 minus (B) the
number of shares of common stock of the Company purchased by the Company’s
underwriters upon the exercise of the above-described overallotment option, and
the denominator of which is 2,812,500.


 


3.                                       Limitations on Transfer. Purchaser shall not assign,
hypothecate, donate, encumber or otherwise dispose of any interest in the
shares of Stock 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.


 


4.                                       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


 

















 


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.”


 


5.                                       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.


 


6.                                       Investment Representations. In connection with the purchase
of the Stock, 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 Stock. Purchaser is purchasing the Stock 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 shares of Stock 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 Stock must be held indefinitely
unless the Stock is 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 Stock 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.


 


2

















 


7.                                       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]


 


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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

  
	
   

  	
   

  	
   

  	
  725 Oenoke Ridge Road

  
	
   

  	
   

  	
   

  	
  New Canaan, CT 06840

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oenoke Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael Connors

  	
   

  
	
   

  	
   

  	
   

  	
  Michael Connors

  
	
   

  	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address: Four Stamford Plaza

  
	
   

  	
   

  	
   

  	
  725 Oenoke Ridge Road

  
	
   

  	
   

  	
   

  	
  New Canaan, CT 06840