LOCK-UP AGREEMENT
[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
5, 2005
by and among Arpeggio Acquisition Corporation ("Parent"), Hill
International,
Inc. ("Target") and the stockholders of Target (the "Merger
Agreement"), to
induce Parent to enter into the Merger Agreement and consummate the
Merger (as
defined in the Merger Agreement), the undersigned agrees to,
neither directly
nor indirectly, during the "Restricted Period" (as hereinafter
defined):
(1)
sell or offer or contract to sell or offer, grant any option or
warrant for the sale of, assign, transfer, pledge, hypothecate, or
otherwise encumber or dispose of (all being referred to as a
"Transfer") any legal or beneficial interest in any shares of
stock,
$.0001 par value, of Parent ("Parent Common Stock") issued to the
undersigned in connection with the Merger (the "Restricted
Securities"), or
(2)
enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the
economic
consequence of ownership of any of the Restricted Securities,
whether
such swap transaction is to be settled by delivery of any
Restricted
Securities or other securities of any person, in cash or otherwise,
As used herein, "Restricted Period" means the period commencing on
the Closing
Date (as defined in the Merger Agreement) and ending December 31,
2007.
Notwithstanding the foregoing, the undersigned may grant a Lien (as
defined
in the Merger Agreement) upon his shares of Restricted Securities
to a
securities broker or other financial institution as collateral for
margin
account borrowings in an amount not to exceed twenty percent (20%)
of the value
of such shares at the time of the pledge and the pledge shall not
be subject to
the restrictions set forth Paragraph (1) above in the event of a
foreclosure
upon such shares.
It is understood that the shares of Parent Common Stock owned by
the
undersigned and held in escrow pursuant
