Exhibit
10.1


AMENDMENT NO. 1 TO PURCHASE AGREEMENT


This Amendment No. 1 (the “Amendment”), dated as of September 30, 2007, to the Purchase
Agreement, dated as of April 24, 2007 (the “Agreement”),
by and between MCP-TPI Holdings, LLC, a Texas limited liability company (the “Seller”), and Information Services
Group, Inc., a Delaware corporation (the “Buyer” and
together with the Seller, each a “Party” and
collectively, the “Parties”).


RECITALS


WHEREAS, Section 8.11 of the
Agreement permits the Parties to amend the Agreement by an instrument in
writing signed on behalf of each of Parties; and


WHEREAS, the Parties desire to
amend the Agreement as provided herein.


STATEMENT OF AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants and subject to the conditions herein
contained and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


ARTICLE I.

DEFINITIONS


SECTION 1.01.    Definitions;
References. Unless otherwise specifically defined herein,
each capitalized term used but not defined herein shall have the meaning
assigned to such term in the Agreement. Each reference to “hereof,” “hereunder,”
“hereby,” and “this Agreement” shall, from and after the date of this
Amendment, refer to the Agreement, as amended by this Amendment. Each reference
herein to “the date of this Amendment” shall refer to the date set forth above.
Each reference herein to “the date of this Agreement” or “the date hereof”
shall refer to April 24, 2007.


ARTICLE II.

AMENDMENT TO AGREEMENT


SECTION 2.01.    Amendment
to Section 2.1(b) of the Agreement. Section 2.1(b) of the
Agreement shall be amended as follows:


(a)           the first sentence
thereof is hereby deleted in its entirety and replaced with the following
sentence: “At the Closing, Buyer shall pay, in consideration for the purchase
of the Shares pursuant to Section 2.1(a) (collectively, the “Purchase Price”), (i) an amount in cash equal to the sum of
$230,000,000 plus the Company Cash Balance (as defined below) and (ii) issue
the Seller (or an affiliate of the Seller designated by it) the Seller Warrant;
provided that, the Seller shall concurrently use a portion of the
Purchase Price to payoff the Specified Debt in full.”; and


(b)           the second sentence
thereof is hereby deleted in its in entirety.













 


SECTION 2.02.    Amendment
to Section 2.2(c) of the Agreement Section 2.2(c) of the
Agreement shall be amended as follows:


(a)           the phrase “less the
Escrow Amount” is hereby deleted from subsection (i) thereof; and


(b)           subsection (ii)
thereof is hereby deleted in its entirety and replaced with the following:


“(ii)         the Seller Warrant
issued to the Seller (or an affiliate of the Seller designated by it);”.


SECTION 2.03.    Amendment
to Section 4.12. Section 4.12 of the Agreement shall be
amended by deleting it hereby in its entirety and replacing it with the
following: “Section 4.12. [Reserved]”.


SECTION 2.04.    Amendment
to section 6.2. Section 6.2(a) shall be hereby amended by
deleting the phrase “Section 3.1(t), Section 3.2(i),” therefrom.


SECTION 2.05.    Amendment
to Article. Article VII of the Agreement shall be hereby
deleted in its entirety and replacing it with the following:


“Article VII          No
Indemnification. From and after the Closing, neither the Buyer nor the Seller
shall have any remedy with respect to breaches of the representations and
warranties or pre-Closing covenants contained in this Agreement and each the
Buyer and the Seller hereby waives to the maximum extent permissible under
applicable Law any and all such claims, whether or not known at the Closing,
other than in respect of claims based on breaches of Section 4.4, Section 4.6,
Section 4.8, Section 4.10, Section 4.13 or Section 4.18.”


SECTION 2.06.    Amendment
to Section 8.1. Section 8.1 of the Agreement shall be deleted
in its entirety and replaced by the following:


“Section 8.1          No Survival. All
representations and warranties contained in this Agreement shall expire at the
Closing.”


SECTION 2.07.    Amendment
to Section 8.15. Section 8.15 of the Agreement shall be
deleted in its entirety and replaced by the following:


“Section 8.15       [Reserved]”


SECTION 2.08.    Amendment
to Section 1.1 of the Agreement. Section 1.1 of the Agreement
shall be amended as follows:


(a)           the definition of “Ancillary
Agreements” is hereby amended by deleting the phrase “the Escrow Agreement”
therefrom and replacing it with the following phrase: “the following
agreements: None”;


 



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(b)           the following new
definition shall be added thereto: ““Seller Warrant”
shall mean a warrant to acquire the number of shares of the Buyer’s common
stock, $0.001 par value per share, as set forth in Exhibit A hereto; the
Buyer and Seller expressly acknowledge and agree that Exhibit A hereto
sets forth the material economic terms of the warrant and that the Buyer and
Seller shall negotiate in good faith the other terms and conditions of the
warrant prior to the Closing”; and


(c)           the following
defined terms are hereby deleted: “Additional Consideration”, “Basket”, “Buyer
Claim”, “Ceiling”, “Claim Notice”, “Escrow Account”, “Escrow Amount”, “Escrow
Agent”, “Escrow Agreement”, “Indemnified Party”, “Losses”, “Seller Claims”, “Seller
Indemnified Party”, “Survival Expiration Date” and “Third Party Claims.”


SECTION 2.09.    Amendment
to Exhibit A of the Agreement. Exhibit A of the Agreement is
hereby deleted in its entirety and replaced with Exhibit A attached
hereto.


SECTION 2.10.    Additional
Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer as follows:


(a)           Authority
Relative to Amendment. Seller has all necessary corporate power and
authority to execute and deliver this Amendment, to perform its obligations
hereunder. The execution and delivery of this Amendment by Seller have been
duly and validly authorized by all necessary limited liability company action,
and no other corporate proceedings on the part of the Seller are necessary to
authorize the execution and delivery of this Amendment. This Amendment has been
duly and validly executed and delivered by Seller and, assuming the due
authorization, execution and delivery by Buyer, this Amendment constitutes a
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms (except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar Laws of general applicability relating to or affecting creditors’
rights, and to general equitable principles).


SECTION 2.11.    Additional
Representations and Warranties of Buyer. Buyer represents and
warrants to Seller as follows:


(a)           Authority
Relative to Amendment. Buyer has all necessary power and authority to
execute and deliver this Amendment, to perform its obligations hereunder. The
execution and delivery of this Amendment by Buyer have been duly and validly
authorized by all necessary corporate action, and no other corporate
proceedings on the part of Buyer are necessary to authorize the execution and
delivery of this Amendment. This Amendment has been duly and validly executed
and delivered by Buyer and, assuming the due authorization, execution and
delivery by Seller, this Amendment constitutes a legal, valid and binding
obligation of Buyer, enforceable against the Buyer in accordance with its terms
(except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar Laws of
general applicability relating to or affecting creditor’s rights, and to
general equitable principles).



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ARTICLE III.

MISCELLANEOUS


SECTION 3.01.    No
Further Amendment. Except as expressly amended hereby, the
Agreement is in all respects ratified and confirmed and all of the terms and
conditions and provisions thereof shall remain in full force and effect. This
Amendment is limited precisely as written and shall not be deemed to be an
amendment to any other term or condition of the Agreement or any of the
documents referred to therein.


SECTION 3.02.    Effect
of Amendment. This Amendment shall form a part of the
Agreement for all purposes, and each party thereto and hereto shall be bound
hereby. From and after the execution of this Amendment by the parties hereto,
any reference to “this Agreement”, “hereof”, “herein”, “hereunder” and words or
expressions of similar import shall be deemed a reference to the Agreement as
amended hereby.


SECTION 3.03.    Governing
Law. This Amendment shall be
governed by and interpreted and enforced in accordance with the Laws of the
State of New York (other than any such Laws which would result in
the application of the Laws of another jurisdiction)..


SECTION 3.04.    Counterparts.
This Amendment may be executed and delivered (including by facsimile
transmission) in two (2) counterparts, and by the Parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be
an original but all of which taken together shall constitute one and same
agreement.


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Page Intentionally Left Blank]


 



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IN WITNESS WHEREOF,
Seller and Buyer have caused this Amendment to be executed as of the date first
written above by their respective officers thereunto duly authorized.


	
  

  	
  MCP-TPI HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Thomas

  
	
   

  	
   

  	
  Name: Mark Thomas

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFORMATION SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Earl H. Doppelt

  
	
   

  	
   

  	
  Name: Earl H. Doppelt

  
	
   

  	
   

  	
  Title: Executive Vice President

  



 















Exhibit A


Material Economic Terms
of Seller Warrant


 


	
  Number of shares of common stock subject to
  warrant:

  	
   

  	
  5,000,000, subject to adjustment for stock divisions
  or combinations prior to issuance

  
	
  Exercise Price

  	
   

  	
  $9.18 per share

  
	
  Exercise Period

  	
   

  	
  Exercisable at any time following the 1 year
  anniversary of the issuance date and prior to the Expiration Date

  
	
  Expiration Date

  	
   

  	
  5 years following the issuance date