Exhibit 10.20


 


January 8, 2007


 


 


 


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:


This letter is intended to amend and restate in its
entirety that certain letter agreement, dated December 21, 2006, which I
previously delivered to you.


 


The undersigned  officer
and 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


 


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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 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.


(d)           The undersigned has full right and power, without
violating any agreement by which he is bound, to enter into this letter
agreement and to serve as the Executive Vice President, Chief Financial Officer
and Treasurer.


3.             Reimbursement of Vendor Obligations


If the Trust Fund is
liquidated before completion of a Business Combination, the undersigned agrees
to reimburse the Company for the Company’s Vendor and Prospective Target
Business Obligations. For purposes of this paragraph, “Vendor and Prospective
Target Business Obligations” shall mean the debts of the Company (i) 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 and (ii) to prospective target businesses from
whom the Company does not obtain a valid and enforceable waiver of such
prospective target business’ rights against or claims to the Trust Fund, in
either such case 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 (a) actually reduce the amount of funds in the Trust Fund that are
distributable to the Company’s stockholders and (b) 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
and Prospective Target Business Obligations do not include (x) any debts or
obligations to vendors that do not represent service fees (and related


 


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disbursements) or product purchase prices, or (y)
any debts or obligations owed to any entity other than a vendor or a
prospective target business.


4.             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 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:

  	
   

  	
   

  
	
   

  	
   

  	
  Frank Martell

  



 


 


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