EXHIBIT 10.8
STOCK ESCROW AGREEMENT
This Stock Escrow Agreement (this " Agreement" ) is made and entered into as of January , 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 who are signatories hereto (collectively, the " Stockholders" ) and Oenoke Partners, LLC (" Oenoke" ), with reference to the following facts:
A. The Company has entered into an Underwriting Agreement dated January , 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 28,125,000 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 January , 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. The number of shares owned by Oenoke and each of the other Stockholders is set forth on Exhibit A hereto.
C. The Company has also entered into a Private Placement Securities Purchase Agreement dated as of January 29, 2007 with Oenoke (the " Private Placement Agreement" ), pursuant to which Oenoke has agreed to purchase an aggregate of 6,500,000 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. 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
2
occurrence the ...
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.