VOTING AGREEMENTVoting Agreement • December 5th, 2005 • Arpeggio Acquisition Corp • Blank checks • Delaware
BY AND AMONGAgreement and Plan of Merger • December 5th, 2005 • Arpeggio Acquisition Corp • Blank checks • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2006 • Arpeggio Acquisition Corp • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2004, by and among: Arpeggio Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned parties...Registration Rights Agreement • April 23rd, 2004 • Arpeggio Acquisition Corp • New York
CREDIT AGREEMENT Dated as of June 30, 2009 among HILL INTERNATIONAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CAPITAL ONE, N.A., as Syndication Agent, THE PRIVATEBANK AND TRUST COMPANY,...Credit Agreement • July 7th, 2009 • Hill International, Inc. • Services-engineering services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2009, among HILL INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BETWEENUnderwriting Agreement • May 28th, 2004 • Arpeggio Acquisition Corp • Blank checks • New York
HILL INTERNATIONAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (Rights Agent) Rights Agreement Dated as of May 5, 2015Rights Agreement • May 11th, 2015 • Hill International, Inc. • Services-engineering services • Delaware
This Rights Agreement (this “Agreement”) dated as of May 5, 2015 is between Hill International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
WARRANT AGREEMENT Agreement made as of __________ ___, 2004 between Arpeggio Acquisition Corporation, a Delaware corporation, with offices at 10 East 53rd Street, 36th Floor, New York, New York 10022 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • May 28th, 2004 • Arpeggio Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2004 by and between Arpeggio Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • May 28th, 2004 • Arpeggio Acquisition Corp • Blank checks
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2004 ("Agreement"), by and among ARPEGGIO ACQUISITION CORPORATION, a Delaware corporation ("Company"), ERIC S. ROSENFELD, THE ROSENFELD 1991 CHILDREN'S TRUST, LEONARD B. SCHLEMM,...Stock Escrow Agreement • May 28th, 2004 • Arpeggio Acquisition Corp • Blank checks • New York
Termination: This Agreement shall terminate at the close of business on the 45th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at our discretion for a period or periods...Selected Dealers Agreement • May 28th, 2004 • Arpeggio Acquisition Corp • Blank checks • New York
EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 May 25, 2004 Arpeggio Acquisition Corporation 10 East 53rd Street 36th Floor New York, New York 10022 Eric S. Rosenfeld The Rosenfeld 1991 Children's Trust Leonard B. Schlemm...Arpeggio Acquisition Corp • May 28th, 2004 • Blank checks
Reference is made to each of your respective letter agreements with EarlyBirdCapital, Inc. and Arpeggio Acquisition Corporation, dated April 14, 2004. The undersigned hereby waives its rights under Section 7 or Section 8 (as the case may be) of each of your letter agreements relating to your restrictions on being involved with future "Acquisition Funds." Except as indicated above, each of the letter agreements shall remain in full force and effect.
April 14, 2004Arpeggio Acquisition Corp • April 23rd, 2004
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Arpeggio Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
CREDIT AGREEMENT Dated as of October 18, 2012 among HILL INTERNATIONAL, INC., as the Borrower, OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent, and The Lenders Party HeretoCredit Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 18, 2012, among HILL INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent.
300,000 UNITS OFArpeggio Acquisition Corp • May 28th, 2004 • Blank checks • New York
Closing Date] Arpeggio Acquisition Corporation 10 East 53rd Street, 36th Floor New York, N.Y. 10022 Re: Securities Issued in Merger with Hill International, Inc. Ladies and Gentlemen: In connection with the Agreement and Plan of Merger dated December...Lock-Up Agreement • December 5th, 2005 • Arpeggio Acquisition Corp • Blank checks
ESCROW AGREEMENT ESCROW AGREEMENT ("Agreement") dated [Closing Date] by and among ARPEGGIO ACQUISITION CORPORATION, a Delaware corporation ("Parent"), IRVIN E. RICHTER, AS THE TARGET STOCKHOLDERS' REPRESENTATIVE, being the representative of the former...Escrow Agreement • December 5th, 2005 • Arpeggio Acquisition Corp • Blank checks • New York
250,000 UNITS OFArpeggio Acquisition Corp • April 23rd, 2004 • New York
NOTEHill International, Inc. • October 24th, 2012 • Services-engineering services
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to Special Value Expansion Fund, LLC or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 18, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Obsidian Agency Services, Inc., as Administrative Agent.
STUART S. RICHTER EMPLOYMENT AGREEMENT Employment Agreement (this "Agreement"), dated as of _____________, 2006, among Hill International, Inc., a Delaware corporation (the "Company"), and Stuart S. Richter ("Executive"). WHEREAS, the Company desires...Richter Employment Agreement • December 5th, 2005 • Arpeggio Acquisition Corp • Blank checks • New Jersey
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 17th, 2022 • Hill International, Inc. • Services-engineering services • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2022, by and among Global Infrastructure Solutions Inc., a Delaware corporation (“Parent”), Liberty Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of common stock, par value $0.0001 per share (“Company Common Stock”), of Hill International, Inc., a Delaware corporation (the “Company”).
THIRD AMENDMENT AGREEMENT AND WAIVER TO HILL INTERNATIONAL N.V. CREDIT AGREEMENTCredit Agreement • May 10th, 2022 • Hill International, Inc. • Services-engineering services • New York
This Credit Agreement, dated as of September 26, 2014 (the “date hereof”), is entered into among HILL INTERNATIONAL N.V., a Dutch public company limited by shares (the “Borrower”), HILL INTERNATIONAL, INC., a Delaware corporation (the “Parent”), the International Loan Parties signatory hereto, the lenders signatory hereto, and SOCIÉTÉ GÉNÉRALE, as administrative agent and international collateral agent for the Lenders and the L/C issuers (in such capacities, the “Administrative Agent” and the “International Collateral Agent”).
THIRD AMENDMENT AGREEMENT AND WAIVER TO HILL INTERNATIONAL, INC. CREDIT AGREEMENTCredit Agreement • May 10th, 2022 • Hill International, Inc. • Services-engineering services • New York
This Credit Agreement, dated as of September 26, 2014 (the “date hereof”), is entered into among HILL INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the U.S. Loan Parties signatory hereto, the lenders signatory hereto, SOCIÉTÉ GÉNÉRALE, as administrative agent and collateral agent for the Term Loan Lenders, U.S. Revolving Credit Lenders and the L/C issuers (in such capacities, the “Administrative Agent”, the “Term Collateral Agent” and the “U.S. Revolver Collateral Agent”) and TD BANK, N.A., as syndication agent (the “Syndication Agent”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among GLOBAL INFRASTRUCTURE SOLUTIONS INC., LIBERTY ACQUISITION SUB INC. AND HILL INTERNATIONAL, INC. Dated as of August 26, 2022Agreement and Plan of Merger • December 27th, 2022 • Hill International, Inc. • Services-engineering services • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated, made and entered into as of August 26, 2022, by and among: Global Infrastructure Solutions Inc., a Delaware corporation (“Parent”); Liberty Acquisition Sub Inc., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Sub”); and Hill International, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties,” and each a “Party”).
AGREEMENT AND PLAN OF MERGER by and among GLOBAL INFRASTRUCTURE SOLUTIONS INC., LIBERTY ACQUISITION SUB INC. AND HILL INTERNATIONAL, INC. Dated as of August 16, 2022Agreement and Plan of Merger • August 17th, 2022 • Hill International, Inc. • Services-engineering services • Delaware
This corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
ARPEGGIO ACQUISITION CORPORATION Crescendo Advisors II LLC 10 East 53rd Street, 36th Floor New York, New York 10022 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration...Arpeggio Acquisition Corp • April 23rd, 2004
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Arpeggio Acquisition Corporation ("ARPC") and continuing until the consummation by ARPC of a "Business Combination" (as described in ARPC's IPO prospectus), Crescendo Advisors II LLC shall make available to ARPC certain office and secretarial services as may be required by ARPC from time to time, situated at 10 East 53rd Street, 36th Floor, New York, New York 10022. In exchange therefore, ARPC shall pay Crescendo Advisors II LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
SUPPORT AGREEMENTSupport Agreement • August 29th, 2022 • Hill International, Inc. • Services-engineering services • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2022, by and among Global Infrastructure Solutions Inc., a Delaware corporation (“Parent”), Liberty Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of common stock, par value $0.0001 per share (“Company Common Stock”), of Hill International, Inc., a Delaware corporation (the “Company”).
IRVIN E. RICHTER EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2010 • Hill International, Inc. • Services-engineering services • New Jersey
Employment Agreement (this “Agreement”), effective as of December 31, 2009, among Hill International, Inc., a Delaware corporation (the “Company”), and Irvin E. Richter (“Executive”).
HILL INTERNATIONAL, INC. 8,500,000 Common Shares Common Stock, $.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2014 • Hill International, Inc. • Services-engineering services • New York
The undersigned understands that you, as Representative (the “Representative”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hill International, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Offering”) of shares of the common stock of the Company, $.0001 par value per share per share (the “Common Stock”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that the Company, you and the other Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Capitalized terms not defined herein shall have the same meaning as used in the Underwriting Agreement.
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 9th, 2018 • Hill International, Inc. • Services-engineering services
This Nomination and Standstill Agreement, dated March 7, 2018 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Ajdler Group” or the “Investors”, and individually a “member” of the Ajdler Group) and Hill International, Inc. (the “Company”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • November 14th, 2017 • Hill International, Inc. • Services-engineering services • Pennsylvania
This Separation Agreement and General Release of Claims (“Agreement”) is made by and between JOHN FANELLI III (“Executive”) and HILL INTERNATIONAL, INC., a Delaware corporation with a principal place of business in Philadelphia, Pennsylvania (“Hill”) (collectively, the “Parties”).
HILL INTERNATIONAL, INC. Marlton, NJ 08053 dated as of October 18, 2012Hill International, Inc. • October 24th, 2012 • Services-engineering services • New York
Reference hereby is made to that certain Credit Agreement, dated as of October 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hill International, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Obsidian Agency Services, Inc., as administrative agent (the “Administrative Agent”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
THIRD AMENDMENT, dated October 18, 2012 (the “Third Amendment”), to that certain Credit Agreement, dated June 30, 2009 (as amended, the “Credit Agreement”), among Hill International, Inc., as borrower (the “Borrower”), Bank of America, N.A. as administrative agent (the “Administrative Agent”) and the Lenders (as defined therein).
FORBEARANCE AGREEMENTForbearance Agreement • July 7th, 2011 • Hill International, Inc. • Services-engineering services • New York
This FORBEARANCE AGREEMENT (this “Agreement”), dated as of June 30, 2011, is by and among HILL INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the undersigned Lenders (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement defined below).
BOARD OBSERVER AND STANDSTILL AGREEMENTBoard Observer and Standstill Agreement • December 10th, 2018 • Hill International, Inc. • Services-engineering services
This Board Observer and Standstill Agreement, dated December 5, 2018 (this “Agreement”), is by and between Richter Capital LLC, a Delaware limited liability company, and David L. Richter (collectively, “Richter Group” or the “Investors,” and individually a “member” of the Richter Group) and Hill International, Inc., a Delaware corporation (the “Company”).
