Exhibit 10.15


 


IN MAKING AN
INVESTMENT DECISION WITH RESPECT TO THE SECURITIES TRANSFERRED HEREBY,
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE
OFFERING MADE WITH RESPECT TO SUCH SECURITIES, 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 ANY
DOCUMENT IN CONNECTION WITH SUCH OFFERING. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


 


 


STOCK
TRANSFER AGREEMENT


 


This
Stock Transfer Agreement (this “Agreement”) is made as of December 21,
2006, by and among Oenoke Partners, LLC a Delaware limited liability company (“Oenoke”),
Information Services Group, Inc. (the “Company”) and the individual
whose name is set forth on Exhibit A (the “Transferee”).


 


WHEREAS,
pursuant to the terms of the Management Unit Purchase Agreement, dated
August 2, 2006, by and between Oenoke and the Company (the “Management
Unit Purchase Agreement”), Oenoke purchased 4,687,500 units (the “Initial
Units”), each of which consists of a share of Common Stock of the Company
(the “Stock”; the shares of Stock underlying the Initial Units, the “Initial
Shares”) and a warrant to purchase a share of Stock (the “Warrants”;
the Warrants underlying the Initial Units, the “Initial Warrants”) at
$0.002 per Initial Unit, for an aggregate purchase price of $9,375.00;


 


WHEREAS,
the Company subsequently redeemed the Initial Warrants from Oenoke;


 


WHEREAS,
the Transferee serves as a special advisor of the Company;


 


WHEREAS,
the Company anticipates issuing units (the “Public Units”) to the public
(the “IPO “) pursuant to the terms and conditions set forth in the registration
statement on Form S-1 (the “Registration Statement “) initially
filed with the Securities and Exchange Commission (the “SEC”) on
August 11, 2006;


 


WHEREAS,
the Company desires that the Transferee own an interest in the Company; and


 


WHEREAS,
on the terms and conditions contained in this Agreement, each Transferee
desires to purchase from Oenoke, and Oenoke desires to transfer to each
Transferee, the number of Initial Shares set forth opposite such Transferee’s
name on Exhibit A hereto (collectively, the “Transferred Shares”)
in cash for the amount set forth thereon.


 


NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the Company, Oenoke and the Transferee hereby agree as follows:


 

















 


1.             Purchase
and Sale of Shares. The Transferee hereby agrees to purchase from
Oenoke, and Oenoke hereby agrees to transfer to the Transferee, that number of
Transferred Shares set forth on Exhibit A at the purchase price set
forth on Exhibit A, payable in cash.


 


2.             Closing.


 


(a)           The closing hereunder,
including payment for and transfer of the Transferred Shares 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.


 


(b)           At the closing,
(i) the Transferee shall pay to Oenoke in cash the purchase price set
forth on Exhibit A, (ii) Oenoke shall return to the Company
for cancellation the certificate(s) representing the Initial Shares,
(iii) the Company shall deliver to the Transferee a certificate
representing the Transferred Shares transferred to such Transferee hereunder,
and (iv) the Company shall reissue to Oenoke a certificate(s) representing
that number of shares equal to the Initial Shares minus the aggregate number of
Transferred Shares (the “Remaining Shares”).


 


3.             Representations and Warranties.


 


(a)           Oenoke represents and
warrants to the Company and the Transferee that:


 


i.              Oenoke
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware, with full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly and validly authorized by all necessary limited
liability company action of Oenoke and has been duly and validly executed and
delivered by Oenoke and constitutes the valid and binding obligation of Oenoke,
enforceable against it in accordance with its terms. Oenoke has good and valid
title to the Transferred Shares, free and clear of all liens and encumbrances.


 


(b)           The Company represents
and warrants to Oenoke and each Transferee that:


 


i.              it
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, with full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly and validly authorized by all necessary corporate action of the
Company and has been duly and validly executed and delivered by the Company and
constitutes the valid and binding obligation of the Company, enforceable
against it in accordance with its terms.


 


ii.             the
Transferred Shares will be duly and validly authorized at the time of issuance,
and, when issued and delivered against payment therefor as provided herein,
will be duly and validly issued and fully paid and nonassessable.


 


(c)           The Transferee
represents to the Company and to Oenoke as follows:


 


2

















 


i.              the
Transferee is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), a copy of which is annexed hereto.


 


ii.             the
Transferred Shares are being acquired for the Transferee’s own account, only
for investment purposes and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act.


 


iii.            the
Transferee has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Transferee
enforceable against it in accordance with its terms.


 


4.             Limitations
on Transfer. The Transferee shall not assign, hypothecate,
donate, encumber or otherwise dispose of any interest in the Transferred
Shares, except in compliance with the provisions hereof, the Management Unit
Purchase Agreement and applicable securities laws. The Transferee acknowledges
that the Company shall not be required (a) to transfer on its books any
shares of Stock which shall have been transferred in violation of any of the
provisions set forth herein or in the Management Unit Purchase 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 purported transferee to whom such shares
shall be sought to be transferred in violation of this Agreement. The Transferee hereby further acknowledges that it
may be required to hold the Transferred Shares indefinitely. During the period
of time during which the Transferee holds the Transferred Shares, the value of
such Transferred Shares may increase or decrease, and any risk associated with
such Transferred Shares and such fluctuation in value shall be borne by the
Transferee.


 


5.             Voting
of Shares; Waiver of Conversion Rights; Lock-Up. In connection with the vote
required to consummate a Business Combination (as defined in the Company’s
Certificate of Incorporation), each Transferee shall vote the Transferred
Shares in accordance with the majority of the shares of Stock voted by the
Company’s public stockholders, and therefore waives any conversion rights such
Transferee might have with respect to such Transferred Shares, as provided in
the Company’s Certificate of Incorporation. Transferee hereby waives any right
to receive distributions with respect to the shares of Stock transferred or
reissued hereunder upon the liquidation of the Trust Fund (as defined in the
Company’s Certificate of Incorporation), or as part of the Company’s plan of
dissolution and distribution in the event the Company fails to consummate such
Business Combination by the Termination Date (as defined in the Company’s
Certificate of Incorporation). In the event that the Company fails to
consummate a Business Combination by the Termination Date, the Transferee shall
vote the Transferred Shares in favor of any plan of dissolution and liquidation
recommended by the Company’s board of directors. The Transferred Shares will be
subject to a lock-up as referred to in the Registration Statement. Subject to
certain limited exceptions to be set forth therein, the Transferred Shares will
not be transferable until the date that is one year after the closing of a
Business Combination.


 


6.             Restrictive
Legends. The Transferee acknowledges that all certificates
representing the Transferred Shares shall have endorsed thereon legends in
substantially the


 


3

















 


following forms (in addition to
any other legend which may be required by other agreements between the parties
hereto):


 


(a)           “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 AN INVESTMENT IN THE SHARES REPRESENTED BY THIS
CERTIFICATE FOR AN INDEFINITE PERIOD OF TIME.”


 


(b)           “THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE ALSO FURTHER SUBJECT TO THE PROVISIONS OF
THE STOCK TRANSFER AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE
“COMPANY”), OENOKE PARTNERS, LLC (“OENOKE”) AND THE TRANSFEREE NAMED THEREIN
AND THE MANAGEMENT UNIT PURCHASE AGREEMENT, DATED AUGUST 2, 2006 BY AND
BETWEEN OENOKE AND THE COMPANY (THE “MANAGEMENT UNIT PURCHASE AGREEMENT”) AS
THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICES OF THE COMPANY, AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION
OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS MADE IN COMPLIANCE WITH ALL
OF THE TERMS AND CONDITIONS OF THOSE AGREEMENTS.”


 


7.             Registration
Rights. Transferee (and its assignees and transferees) shall be granted certain
registration rights pursuant to the registration rights agreement (the “Registration
Rights Agreement”) referred to in the Management Unit Purchase Agreement.


 


8.             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 each
Transferee and Oenoke and their respective successors and assigns.


 


(c)           Governing Law; Venue. This Agreement shall
be governed by, construed and enforced in accordance with the laws of the State
of New York, without giving


 


4

















 


effect to the conflicts of laws principles
thereof. Each of the parties hereby agrees to submit to the jurisdiction of any
Federal or State court located in the Borough of Manhattan in New York City
with respect to any actions, claims or proceeding arising under this Agreement.
Each party hereby irrevocably waives any defense or objection to such
submission to jurisdiction.


 


(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 this Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of this 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]


 


5

















 


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

  
	
   

  	
   

  	
  107 Elm Street

  
	
   

  	
   

  	
  Stamford, CT 06902

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oenoke Partners, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Connors

  	
   

  
	
   

  	
   

  	
  Michael Connors

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: Four Stamford Plaza

  
	
   

  	
   

  	
  107 Elm Street

  
	
   

  	
   

  	
  Stamford, CT 06902

  



 


[Stock Transfer
Agreement]


 

















 


	
   

  	
  Transferee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Holt

  	
   

  
	
   

  	
   

  	
  Barry Holt

  



 


[Stock Transfer
Agreement]


 

















 


EXHIBIT
A


 


[Transferee,
Shares, Purchase Price]


 


	
  Transferee

  	
   

  	
  Number of Shares

  	
   

  	
  Aggregate Purchase Price

  	
   

  
	
  Barry Holt

  	
   

  	
  50,000

  	
   

  	
  $

  	
  50.00