Exhibit 10.28


 


December 21, 2006


 


Information
Services Group


Four Stamford Plaza


107 Elm Street


Stamford, CT  06902


 


Deutsche
Bank Securities Inc.


60 Wall Street, 4th Floor

New York, New York  10005


 


Morgan
Joseph & Co. Inc.


600 Fifth Avenue, 19th
Floor


New York, New York  10020


 


Lazard
Capital Markets LLC


30 Rockefeller Plaza


New York, New York  10020


 


Re:          Initial Public Offering


 


Ladies
and Gentlemen:


 


The
undersigned holder of common stock, par value $0.001 per share (“Common
Stock”), of Information Services Group, Inc. (the “Company”), in
consideration of Deutsche Bank Securities Inc., Morgan Joseph & Co. Inc.
and Lazard Capital Markets LLC (together, the “Underwriters”) agreeing
to act as lead underwriters in connection with the initial public offering of
the securities of the Company (“IPO”), hereby agrees as follows:


 


1.             Agreements of
Stockholders


 


(a)           The undersigned hereby waives any
right to receive distributions (other than with respect to Common Stock or any
shares of Common Stock underlying units the undersigned may purchase in
connection with the IPO or in the after market) upon the liquidation of the
Trust Fund (as defined in the Certificate of Incorporation of the Company (as
amended, the “Certificate”; capitalized terms used herein but not defined
herein have the meaning set forth in the Certificate)), or as part of any plan
of dissolution and distribution required in the event the Company does not
consummate a Business Combination by the Termination Date.


 


(b)           The undersigned hereby waives any
right set forth in the Certificate to demand conversion of the undersigned’s
shares of Common Stock into cash (other than with respect to Common Stock or
any shares of Common Stock underlying units the


 

















 


undersigned may purchase in connection with
the IPO or in the after market) in the event a Business Combination is approved
by the Company’s stockholders.


 


(c)           In connection with the stockholder
vote required to approve a Business Combination, the undersigned shall vote any
shares of Common Stock then owned by the undersigned in accordance with the
majority of the shares of Common Stock voted by the Company’s public
stockholders.  In connection with the
stockholder vote for the Company’s plan of dissolution and distribution, if
any, required as a result of the Company’s failure to consummate a Business
Combination by the Termination Date, the undersigned shall vote any shares of
Common Stock then owned by the undersigned in favor of such dissolution and
distribution.


 


(d)           The undersigned and any affiliate of
the undersigned will not be entitled to receive from the Company, and will not
accept from the Company, any compensation (including finder’s or consulting
fees) for services rendered to the Company prior to or in connection with the
consummation of a Business Combination (except as described in the registration
statement filed with and declared effective by the Securities and Exchange
Commission in connection with the IPO (the “Registration Statement”).


 


(e)           The undersigned will escrow the
shares of Common Stock owned by the undersigned immediately prior to the IPO
pursuant to a stock escrow agreement until the earliest of (i) one year
from the completion of a Business Combination, (ii) the Company’s
liquidation and (iii) the consummation of a business combination which
results in all of the Company’s stockholders having the right to exchange their
shares of Common Stock for cash, securities or other property subsequent to the
Company’s consummating a Business Combination.


 


2.             Agreements of
Directors and Officers


 


(a)           In the event that the Company does
not consummate a Business Combination by the Termination Date, in the event the
undersigned is a director of the Company, the undersigned, in his capacity as a
Director of the Company, (i) acknowledges the requirement set forth in the
Certificate that the Board of Directors of the Company shall adopt, within 15
days after the Termination Date, a resolution finding the dissolution of the
Company advisable and provide notices to the Company’s stockholders as required
by § 275(a) of the Delaware General Corporate Law as soon as reasonably
practicable thereafter and (ii) will take all reasonable actions within
the undersigned’s power to effect such dissolution of the Company under the
circumstances contemplated by the Certificate provided that at the time of such
liquidation and dissolution the undersigned is a director.


 


(b)           In order to minimize potential
conflicts of interest which may arise from multiple affiliations, in the event
the undersigned is an officer of the Company, the undersigned, in his capacity
as an officer of the Company, agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned is


 


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not an officer of the Company, subject to any
pre-existing fiduciary and contractual obligations the undersigned might have.


 


(c)           The undersigned’s biographical
information set forth in the Registration Statement is true and accurate in all
respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of
1933.  The undersigned’s Director’s and
Officer’s Questionnaire furnished to the Company in connection with the
Registration Statement is true and accurate in all respects. The undersigned
represents and warrants that, except as disclosed in the undersigned’s Director’s
and Officer’s Questionnaire:


 


i.              the undersigned is
not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;


 


ii.             the undersigned
has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any
securities, and is not currently a defendant in any such criminal proceeding;
and


 


iii.            the undersigned
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.


 


If the
Trust Fund is liquidated before completion of a Business Combination, the
undersigned agrees to reimburse the Company for the Company’s Vendor
Obligations.  For purposes of this
paragraph, “Vendor Obligations” shall mean the debts of the Company to
vendors from whom the Company does not obtain a valid and enforceable waiver of
such vendor’s rights against or claims to the Trust Fund for services rendered
or products sold to the Company in excess of the net proceeds of the IPO not
held in the Trust Fund at the time of its liquidation, to the extent that such
debts or obligations (i) actually reduce the amount of funds in the Trust
Fund that are distributable to the Company’s stockholders and (ii) are not
reimbursed by any insurance procured by the Company to cover such claims made
against the Trust Fund.  For the
avoidance of doubt, Vendor Obligations do not include (x) any debts or
obligations to vendors that do not represent service fees (and related
disbursements) or product purchase prices, (y) any debts or obligations to
prospective target businesses if a Business Combination is not consummated with
such prospective target businesses or (z) any debts or obligations owed to
any entity other than a vendor.]


 


3.             Miscellaneous


 


(a)           The undersigned has full right and
power, without violating any agreement by which the undersigned is bound, to
enter into this letter agreement.


 


(b)           This letter agreement shall be
governed by and construed and enforced 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


 


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jurisdiction. 
The undersigned hereby (i) agrees that any action, proceeding or
claim against him arising out of or relating in any way to this letter
agreement (a “Proceeding”) shall be brought and enforced in the courts
of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, and (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.  If for any reason such agent is unable to act
as such, the undersigned will promptly notify the Company and the Underwriters
and appoint a substitute agent acceptable to the Underwriters within 30 days
and nothing in this letter will affect the right of either party to serve
process in any other manner permitted by law.


 


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IN
WITNESS WHEREOF, the undersigned has executed this agreement as of the date
first written above.


 


 


	
   

  	
  By:

  	
  /s/ William Fitzgerald

  	
   

  
	
   

  	
   

  	
  William Fitzgerald