EXHIBIT 10.8


 


FORM OF
STOCK ESCROW AGREEMENT


 


This Stock Escrow Agreement (this “Agreement”)
is made and entered into as of [                ], 2007,
by and among Continental Stock Transfer and Trust Company, a New York
corporation (“Escrow Agent”), Information Services Group, Inc., a
Delaware corporation (the “Company”), and the stockholders of the
Company (collectively, the “Stockholders”) and Oenoke Partners, LLC (“Oenoke”),
with reference to the following facts:


 


A.                                   The
Company has entered into an Underwriting Agreement dated [                ],
2007 (“Underwriting Agreement”), with Deutsche Bank Securities, Inc.,
acting as representative (“Representative”) of the underwriters
(collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 18,750,000 units (“Units”)
to be issued by the Company. Each Unit consists of one share of the Company’s
common stock, par value $.0001 per share (“Common Stock”), and one
warrant (“Warrant”), and each Warrant entitles the holder thereof to
purchase one share of Common Stock for an exercise price of $6.00, all as more
fully described in the Company’s final prospectus, dated [                  ],
2007 (“Prospectus”) comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-136536) under the Securities Act
of 1933, as amended (“Registration Statement”).


 


B.                                     Oenoke
owns                
shares of Common Stock and the other Stockholders own an aggregate of               
shares of Common Stock.


 


C.                                     The
Company has also entered into a Private Placement Securities Purchase Agreement
dated as of [                      ],
2007 with Oenoke (the “Private Placement Agreement”), pursuant to which
Oenoke has agreed to purchase an aggregate of 6,000,000 warrants in a form substantially
identical to the warrants provided in the Units being offered by the
Underwriters.


 


D.                                    In
order to facilitate the public offering of the Units, (i) the Stockholders
have agreed to deposit all shares of Common Stock they own as of the date
hereof (the “Escrow Shares”), and (ii) Oenoke has agreed to deposit
all warrants it is to purchase pursuant to the Private Placement Agreement (the
“Escrow Warrants”, and together with the Escrow Shares, the “Escrow
Securities”) in escrow as hereinafter provided.


 


E.                                      The
Company and the Stockholders desire that the Escrow Agent accept the Escrow
Securities, in escrow, to be held and disbursed as hereinafter provided.


 


NOW, THEREFORE, with reference to the foregoing facts,
the parties agree as follows:


 

















 


1.                                       Appointment
of Escrow Agent


 


. The Company and the Stockholders hereby appoint the
Escrow Agent to act in accordance with and subject to the terms of this
Agreement, and the Escrow Agent hereby accepts such appointment and agrees to
act in accordance with and subject to such terms.


 


2.                                       Deposit
of Escrow Securities


 


. On or before the effective date of the Registration
Statement, the Stockholders (or the Company on behalf of any or all of the
Stockholders) shall each deliver to the Escrow Agent a certificate or
certificates representing their Escrow Securities, to be held and disbursed
subject to the terms and conditions of this Agreement. The Stockholders
acknowledge that the certificate or certificates representing their Escrow
Securities are legended to reflect that such Escrow Securities are subject to
the terms and conditions of this Agreement.


 


3.                                       Disbursement
of the Escrow Securities.


 


3.1                                 The
Escrow Agent shall hold the Escrow Securities from the date of delivery until
the Release Date (the “Escrow Period”).


 


3.2                                 For
purposes of this Agreement:


 


3.2.1                        “Business
Combination” shall mean a merger, capital stock exchange, asset or stock
acquisition or other similar business combination with one or more operating
businesses.


 


3.2.2                        “Release
Date” shall mean the earliest to occur of: (a) (i) that date
which is one year following the closing of the Business Combination; (b) the
Sale Date; and (c) the Trust Account Liquidation Date.


 


3.2.3                        “Sale
Date” shall mean the date after completion of a Business Combination on
which a Stockholder Liquidation Event occurs.


 


3.2.4                        “Stockholder
Liquidation Event” shall mean, after the completion of a Business
Combination:  (a) the merger,
consolidation, reorganization or similar transaction involving the Company (or a
successor to the Company) in which the common stockholders of the Company (or
such successor) have the right to exchange their shares of Common Stock (or
successor securities) for cash, securities or other property, but excluding a
reorganization in which the common stockholders exchange their shares for
shares of a newly formed holding company and have substantially the same
proportionate interests in the holding company that they had in the Company (or
successor); (b) the liquidation of the Company; or (c) the sale of
all or substantially all of the assets of the Company.


 


3.2.5                        “Trust
Account” shall mean a trust account at Deutsche Bank Trust Company
Americas, maintained by Continental Stock Transfer & Trust Company,
acting as trustee.


 


3.2.6                        “Trust
Account Liquidation Date” shall mean a date prior to the completion of a
Business Combination upon which the Trust Account is liquidated and the funds
in the Trust Account are distributed to the beneficial owners of the Trust
Account.


 


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3.3                                 Upon
any applicable Release Date, the Escrow Agent shall disburse to each of the
Stockholders, their respective Escrow Securities (for which the Release Date
has occurred) to the address on record of each of the Stockholders, or as may otherwise
be directed by any of the Stockholders in writing.


 


3.4                                 The
Company agrees to notify the Escrow Agent in advance of any anticipated
Stockholder Liquidation Event or Trust Account Liquidation Date and upon the
occurrence thereof. The Escrow Agent shall be entitled to rely upon a
certificate (the “Officer’s Certificate”), executed by the Chairman and
Chief Executive Officer of the Company, in form reasonably acceptable to
the Escrow Agent, that certifies that the Release Date has occurred, and shall
not be required to disburse the Escrow Securities unless and until it receives
the Officer’s Certificate.


 


4.                                       Rights
of the Stockholders in Escrow Securities.


 


4.1                                 Rights
as a Stockholder. Except as provided in this Section 4
and the Insider Letters (as defined below), the Stockholders shall retain all
of their rights as security-holders of the Company with respect to their Escrow
Securities during the applicable Escrow Periods, including, without limitation:


 


4.1.1                        the
right to vote; and


 


4.1.2                        the
right to receive dividends and distributions, if any, with cash dividends paid
to the Stockholders and dividends paid in stock or other non-cash property (“Non-Cash
Dividends”) delivered to the Escrow Agent to hold in accordance with the
terms hereof (and the term “Escrow Securities “shall be deemed to include any
Non-Cash Dividends distributed with respect to any Escrow Securities held by
the Escrow Agent prior to the distribution).


 


4.2                                 Restrictions
on Transfer. During the applicable Escrow Period, the
Stockholders agree not to sell, transfer or assign any or all of their Escrow
Securities (for which Release Date has not occurred) except in the case of
Oenoke to its members. Notwithstanding the foregoing, the Stockholders may transfer
any of their Escrow Securities to their respective ancestors, descendants or
spouse or to trusts established for the benefit of such persons or the member,
or to affiliated companies; provided, however, that any such
permissive transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this
Agreement as a stockholder and of the Insider Letter signed by transferring
Stockholder. During the applicable Escrow Period, the Stockholders each agree
that they may not pledge or grant a security interest in the Escrow
Securities or grant a security interest in their rights under this Agreement.


 


4.3                                 Insider
Letters. Each of the Stockholders has executed a
letter agreement with the Representative and the Company, dated as indicated on
Exhibit A hereto, and which is filed as an exhibit to the
Registration Statement (“Insider Letter”), respecting their rights and
obligations in certain events, including but not limited to the liquidation of
the Company.


 


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5.                                       Concerning
the Escrow Agent.


 


5.1                                 Good
Faith Reliance. The Escrow Agent shall not be liable for
any action taken or omitted by it in good faith and in the exercise of its own
best judgment, and may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Escrow Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Escrow Agent to
be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall
have given its prior written consent thereto.


 


5.2                                 Indemnification.
The Company agrees to indemnify and hold the Escrow Agent harmless from and
against any expenses, including counsel fees and disbursements, or losses
suffered by the Escrow Agent in connection with any action, suit or other
proceeding involving any claim which in any way, directly or indirectly, arises
out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Securities held by it hereunder, other than expenses
or losses arising from the gross negligence or willful misconduct of the Escrow
Agent. Promptly after the receipt by the Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, the Escrow
Agent shall notify the other parties hereto in writing. In the event of the
receipt of such notice, the Escrow Agent, in its sole discretion, may commence
an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Securities or it may deposit the
Escrow Securities with the clerk of any appropriate court or it may retain
the Escrow Securities pending receipt of a final, non appealable order of a
court having jurisdiction over all of the parties hereto directing to whom and
under what circumstances the Escrow Securities are to be disbursed and
delivered. The provisions of this Section 5.2 shall survive in the event
the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6
below.


 


5.3                                 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company
for all services rendered by it hereunder. The Escrow Agent shall also be
entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.


 


5.4                                 Further
Assurances. From time to time on and after the date
hereof, the Company and the Stockholders shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or
cause to be done such further acts as the Escrow Agent shall reasonably request
to carry out more effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure itself that it is protected in acting
hereunder.


 


5.5                                 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties
as escrow agent hereunder by giving the other parties hereto written


 


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notice, and such resignation shall become
effective as hereinafter provided. Such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company the Escrow Securities held hereunder. If no new escrow
agent is so appointed within the 60-day period following the giving of such
notice of resignation, the Escrow Agent may deposit the Escrow Securities
with any court it reasonably deems appropriate.


 


5.6                                 Discharge
of Escrow Agent. The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the Company and the holders of a majority of the Escrow
Securities, provided, however, that such resignation shall become
effective only upon acceptance of appointment by a successor escrow agent as
provided in Section 5.5.


 


5.7                                 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be
relieved from liability hereunder for its own gross negligence or willful
misconduct.


 


5.8                                 Waiver.
Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of the
Trust Account, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason
whatsoever.


 


6.                                       Miscellaneous.


 


6.1                                 Governing
Law. This Agreement shall for all purposes be deemed to be made
under and shall be construed in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction.


 


6.2                                 Entire
Agreement. This Agreement together with the Insider
Letters contains the entire agreement of the parties hereto with respect to the
subject matter hereof and, except as expressly provided herein, may not be
changed or modified except by an instrument in writing signed by the party to
be charged. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original, and together shall constitute one
and the same instrument.


 


6.3                                 Headings.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation thereof.


 


6.4                                 Binding
Effect. This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns.


 


6.5                                 Notices.
Any notice or other communication required or which may be given hereunder
shall be in writing and either be delivered personally or be mailed, certified
or registered mail, or by private courier service, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if
mailed, two days after the date of mailing, as follows:


 


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If to the Company, to:


 


Information Services
Group, Inc.

Four Stamford Plaza

107 Elm Street

Stamford, CT 06902

Attention:  Michael P. Connors

Facsimile:


 


with a copy to:


 


Information Services
Group, Inc.

Four Stamford Plaza

107 Elm Street

Stamford, CT 06902

Attention:  Earl H. Doppelt

Facsimile:


 


If to any of the Stockholders to:


 


c/o Information Services Group, Inc.

Four Stamford Plaza

107 Elm Street

Stamford, CT 06902

Attention:  Michael P. Connors

Facsimile:


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer &
Trust Company

17 Battery Place

New York, New York  10004

Attn:  Chairman

Facsimile:


 


A copy of any notice sent hereunder shall be sent to:


 


Deutsche Bank Securities, Inc.


[                                              ]


New York, New York  100    

Attn:                                    

Facsimile:


 


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and:


 


Kaye Scholer LLP

425 Park Avenue

New York, NY  10022

Attn:  Emanuel Cherney, Esq.

Facsimile:  (212) 836-8689


 


and:


 


Kramer Levin Naftalis &
Frankel LLP

1177 Avenue of the Americas

New York, NY 10036 

Attn:  Christopher S. Auguste, Esq.

Facsimile:


 


Any party may change the person and address to
which the notices or other communications are to be sent by giving written
notice to any such change in the manner provided herein for giving notice.


 


6.6                                 Third
Party Beneficiaries. Each of the Stockholders and Oenoke
hereby acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the
prior written consent of the Representative.


 


6.7                                 Liquidation
of the Company. The Company shall give the Escrow Agent
written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Prospectus and a liquidation and dissolution of
the Company is effectuated.


 


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WITNESS the execution of this Agreement as of the date
first above written.


 


	
   

  	
  INFORMATION SERVICES
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Michael P. Connors,
  Chairman and Chief

  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK
  TRANSFER

  
	
   

  	
     &
  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OENOKE PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Michael Connors,
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OTHER STOCKHOLDERS OF
  INFORMATION

  SERVICES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 

















 


Exhibit A


 


[Form of
Insider Letter]