0001193125-06-078892 Sample Contracts

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 13th, 2006 • Arpeggio Acquisition Corp • Blank checks • Delaware

AMENDMENT NO. 2, dated April 6, 2006, to AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) dated as of December 5, 2005, by and among Arpeggio Acquisition Corporation, a Delaware corporation (“Parent”), Hill International, Inc., a Delaware corporation (“Company”), and each of the persons listed under the caption “Stockholders” on the signature page hereof, as amended by Amendment No. 1 thereto dated December 30, 2005 (collectively, the “Merger Agreement”). Capitalized terms used herein that are defined in the Merger Agreement shall have the same meanings as used in the Merger Agreement.

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