INVESTMENT AND SHAREHOLDERS? AGREEMENT

Exhibit 10.2

INVESTMENT AND SHAREHOLDERS’ AGREEMENT

with respect to

GERENS MANAGEMENT GROUP, S.A.

between

Tinsa Tasaciones Inmobiliarias, S.A.

Mr. José Manuel Albaladejo González

Caja de Ahorros y Monte de Piedad de Ávila

Caja de Ahorros de Murcia

Caja de Ahorros de la Rioja

Monte de Piedad y Caja General de Ahorros de Badajoz

Caja de Ahorros y Monte de Piedad del Círculo Católico de Obreros de Burgos

Caja Castilla la Mancha Corporación, S.A.

Araba Gertu, S.A.

Invernostra, S.L.U.

Caixa d’Estalvis de Sabadell

Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja)

Caja de Ahorros y Monte de Piedad de Segovia

Monte de Piedad y Caja de Ahorros San Fernando de Huelva, Jerez y Sevilla (Cajasol)

Caja Insular de Ahorros de Canarias

(the “Minority Shareholders”)

and

HILL INTERNATIONAL, S.A.

(the “Investor”)

and

HILL INTERNATIONAL, Inc.

(the, “Guarantor”)

February 15, 2008

INDEX

INVESTMENT AND SHAREHOLDERS´ AGREEMENT

This agreement has been made in Madrid, on February 15, 2008

BY AND BETWEEN

On the one side,

Mr. José Manuel Albaladejo González (hereinafter the “ Executive ”), of legal age, of Spanish nationality, with domicile for these purposes at Las Rozas (Madrid), calle José Echegaray, number 8, building number 3, 1ª and Tax Identification Number (NIF) 139.256- Z, acts for and on his own name and behalf.

Tinsa Tasaciones Inmobiliarias, S.A. (hereinafter the “ Entity 1” ) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Madrid, calle Vallehermoso, number 8 . It is registered at Madrid Mercantile Registry in Volume 4,319, Sheet 191, Section 8 and Page Number M-71677. It has been assigned Tax Identification Number (NIF) A-78029774. It is duly represented by Mr. Luís Leirado Campo, of Spanish nationality, of legal age, with domicile for these purposes at Las Rozas (Madrid), calle José Echegaray, number 9 and holder of I.D. number 21375008-G. He acts by virtue of the power of attorney granted, before the Madrid Public Notary, Mr. Enrique Franch Valverde, on January 18, 2008, under his protocol serial number 201.

Caja de Ahorros y Monte de Piedad de Ávila (hereinafter the “ Entity 2”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Ávila, plaza de Santa Teresa, number 10. It is registered at Ávila Mercantile Registry in Volume 55, Book 13, Sheet 191, Section 8 and Page Number AV-684. It has been assigned Tax Identification Number (NIF) G-05011846. It is duly represented by Mr. José Manuel Espinosa Herrero, of Spanish nationality, of legal age, with domicile for these purposes at Ávila, plaza de Santa Teresa, number 10 and holder of I.D. number 15.982.184-J. He acts by virtue of the power of attorney granted before the Public Notary, Dña. Concepción Pilar Barrio del Olmo, on September 19, 2007, under her protocol serial number 2,676.

Caja de Ahorros de Murcia (hereinafter the “ Entity 3”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Murcia, calle Gran Vía Escultor Salizillo, number 23. It is registered at Murcia Mercantile Registry in Volume 292, Sheet 201 and Page Number MU-5808. It has been assigned Tax Identification Number (NIF) G-30010185. It is duly represented by Ms. Valvanera Marcos Cartelle, of spanish nationality, of legal age, with domicile for these purposes at Murcia, calle Gran Vía, number 23 and holder of I.D. number 32.817.305-P. She acts by virtue of the power of attorney granted before the Public Notary Mr. Carlos Peñafiel de Río, on January 24, 2008, under his protocol serial number 287.

Caja de Ahorros de la Rioja (hereinafter the “ Entity 4”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Logroño, calle Miguel Villanueva, number 9.It is registered at Logroño Mercantile Registry in Tome 267, Sheet 1 and Page Number LO-1131. It has been assigned Tax Identification Number (NIF) G-26003038. It is duly represented by Mr. Jorge Albájar Barrón, of spanish nationality, of legal age, with domicile for these purposes at Logroño, calle Miguel Villanueva number 9 and holder of I.D. number 18.009.145-F. He acts by virtue of the power of attorney granted before the Public Notary Mr. Julio Antonio Pernas Tobía, on October 28, 2003, under his protocol serial number 3,022.

Monte de Piedad y Caja General de Ahorros de Badajoz (hereinafter the “ Entity 5”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Badajoz, plaza de San Francisco, number 18. It is registered at Badajoz Mercantile Registry in Tome 36, Sheet 1 and Page Number BA-1853. It has been assigned Tax Identification Number (NIF) G-06000681. It is duly represented by Mr. José Antonio Marcos Blanco, of spanish nationality, of legal age, with domicile for these purposes at Badajoz, paseo de San Francisco, number 18 and holder of I.D. number 32.339.889-A. He acts by virtue of the power of attorney granted before the Public Notary Mr. José Soto García-Camacho, on April 17, 1986, under hir protocol serial number 532 and power of attorney granted before the Public Notary Mr Ángel Juárez Juárez, on August 18, 1978, under his protocol serial number 1,466.

Caja de Ahorros y Monte de Piedad del Círculo Católico de Obreros de Burgos (hereinafter the “ Entity 6”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Burgos, avenida de Reyes Católicos, number 1. It is registered at Burgos Mercantile Registry in Tome 258, Book 49, Sheet 50 and Page Number BU-2099. It has been assigned Tax Identification Number (NIF) G-09000779. It is duly represented by Santiago Ruiz Díez, of Spanish nationality, of legal age, with domicile for these purposes at Burgos, avenida de Reyes Católicos, number 1 and holder of I.D. number 13.047.059-X. He acts by virtue of the power of attorney granted before the Public Notary Mr. Jesús Santamaría Villanueva, on December 5, 2001, under his protocol serial number 2,672.

Caja Castilla La Mancha Corporación, S.A. (hereinafter the “ Entity 7”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Cuenca, calle Parque de San Julián, number 20. It is registered at Cuenca Mercantile Registry in Tome 123, Sheet 96 and Page Number CU-900. It has been assigned Tax Identification Number (NIF) A-16036634. It is duly represented by Mr. Juan José Ávila González, of Spanish nationality, of legal age, with domicile for these purposes at Burgos, avenida de Reyes Católicos, number 1 and holder of I.D. number 13.047.059-X. He acts by virtue of power of attorney granted before the Public Notary Mr. Carlos de la Haza Guijarro, on March 31, 2006, under his protocol serial number 699.

Araba Gertu, S.A. (hereinafter the “ Entity 8”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Vitoria, calle Olaguíbel, number 2. It is registered at Álava Mercantile Registry in Tome 835, Sheet 90 and Page Number VI-6,140. It has been assigned Tax Identification Number (NIF) A-01.269.679. It is duly represented by Mr. José Alberto Barrena Llorente, of Spanish nationality, of legal age, with domicile for these purposes at Vitoria, calle Olaguidel, number 2 and holder of I.D. number 14.909.320-F. He acts by virtue of power of attorney granted before the Public Notary Mr. Alfredo Pérez Ávila, on February 12, 2008, under his protocol serial number 429.

Invernostra, S.L.U. (hereinafter the “ Entity 9”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Palma de Mallorca, calle Ter, number 16. It is registered at Palma de Mallorca Mercantile Registry in Tome 1,603, Sheet 31 and Page Number PM-7,965. It has been assigned Tax Identification Number (NIF) B-07229693. It is duly represented by Mr. José María Navarro Lacoba, of spanish nationality, of legal age, with domicile for these purposes at Palma de Mallorca, camí Son Fangos, number 100, flat B, 2 Floor-8 ^th B (Complex Mirall Balear) and holder of I.D. number 7.562.484-S. He acts by virtue of power of attorney granted before the Public Notary Mr. José Andrés Herrero de Lara, on January 24, 2008, under his protocol serial number 354.

Caixa d’Estalvis de Sabadell (hereinafter the “ Entity 10”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Sabadell, calle Gràcia, number 17 to 19. It is registered at Barcelona Mercantile Registry in Tome 21,370, Sheet 1 and Page Number B-20785. It has been assigned Tax Identification Number (NIF) G-08169799. It is duly represented by Francisco Javier Chivato Pérez, of Spanish nationality, of legal age, with domicile for these purposes at Sabadell, calle Gràcia, number 17 and holder of I.D. number 2601570-V.It is registered at Barcelona Mercantile Registry in Tome 21,370, Sheet 1 and Page Number B-20785. It has been assigned Tax Identification Number (NIF) G-08169799. It is duly represented by Francisco Javier Chivato Pérez, of Spanish nationality, of legal age, with domicile for these purposes at Sabadell, Gràcia, number 17 and holder of I.D. number 2601570-V. He acts by virtue of power of attorney granted before the Public Notary Mr. Enrique Ruiz de Bustillo Pont, on January 24, 2008, under his protocol serial number 245.

Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja) (hereinafter the “Entity 11”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Zaragoza, plaza de Basileo Paraíso, number 2. It is registered at Zaragoza Mercantile Registry in Tome 1,194, Sheet 23 and Page Number Z-4,862. It has been assigned Tax Identification Number (NIF) G-50000652. It is duly represented by Mr. Santiago Javier Pasamar Berenguer, of Spanish nationality, of legal age, with domicile for these purposes at Zaragoza, plaza de Basilio Paraíso, number 2 and holder of I.D. number 17129135-T. He acts by virtue of power of attorney granted before the Public Notary Mr. Francisco Javier Hijas Fernández, on January 23, 2008, under his protocol serial number 136.

Caja de Ahorros y Monte de Piedad de Segovia (hereinafter the “ Entity 12”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Segovia, avenida Fernández Ladreda, number 8. It is registered at Segovia Mercantile Registry in Tome 28, Sheet 119 and Page Number SG-560. It has been assigned Tax Identification Number (NIF) G-40000192. It is duly represented by Mr. Antonio Luis Tapias Domínguez, of spanish nationality, of legal age, with domicile for these purposes at Segovia, avenida Fernández Ladreda, number 8 and holder ofI.D. number 3.420.782-S. He acts by virtue of power of attorney granted before the Public Notary Ms. Dña. Mª Antonia Santero de la Fuente, on December 20, 2007, under her protocol serial number 15,414.

Monte de Piedad y Caja de Ahorros San Fernando de Huelva, Jerez y Sevilla (Cajasol) (hereinafter the “Entity 13”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Sevilla (41004), plaza de San Francisco, number 1. It is registered at Sevilla Mercantile Registry in Tome 4,675, Sheet 1 and Page Number SE-74000 It has been assigned Tax Identification Number (NIF) G-91658039. It is duly represented by Mr. Juan Carlos Ollero Pina , of spanish nationality, of legal age, with domicile for these purposes at Sevilla, calle Zaragoza, number 52, 2 ^nd floorand holder of I.D. number 28.336.770-B. He acts by virtue of power of attorney granted before the Public Notary Mr. Antonio Ojeda Escobar, on May 18, 2007, under his protocol serial number 1,810.

Caja Insular de Ahorros de Canarias (hereinafter the “ Entity 14”) an entity duly incorporated and existing under the Spanish laws, whose principal place of business is at Las Palmas de Gran Canaria, calle de Triana, number 20. It is registered at Gran Canaria Mercantile Registry in Tome 907, Sheet 152 and Page Number GC-4209. It has been assigned Tax Identification Number (NIF) G-35000272. It is duly represented by Mr. Juan Miguel Amuchástegui Espilla, of Spanish nationality, of legal age, with domicile for these purposes at Las Palmas de Gran Canaria, calle de Triana, number 20 and holder of I.D. number 15.341.410-L. He acts by virtue of power of attorney granted before the Public Notary Mr. Juan Alfonso Cabello Cascajo, on January 24, 2008, under his protocol serial number 504.

The Executive, the Entity 1, the Entity 2, the Entity 3, the Entity 4, the Entity 5, the Entity 6, the Entity 7, the Entity 8, the Entity 9, the Entity 10, the Entity 11, the Entity 12, the Entity 13 and the Entity 14, hereinafter will be jointly referred to as the “ Minority Shareholders ”.

And on the other side,

Hill International, S.A. (hereinafter, the “ Investor ”), a company duly incorporated and existing under the laws of Luxembourg, whose principal place of business is at 20 Avenue Monterrey, L-2163, Luxembourg and registered at the Commercial Registry of

Luxembourg under number B106594, with Tax Identification Number (NIF) N1181177E. The Investor is duly represented by Mr.Irvin E. Richter, of American nationality, of legal age, with domicile for these purposes at 303 Lippincott Centre, Marlton, New Jersey, United States and holder of passport number 017912208 in force. He acts by virtue of power of attorney granted before the Niederaven Public Notary Mr. Paul Bettingen, on January 30, 2008, duly apostilled.

Hill International, Inc. (hereinafter, the “ Guarantor ”), a company duly incorporated and existing under the laws of Delaware, whose principal place of business is at 303 Lippincott Centre, Marlton, NJ 08053, United States, registered at the Commercial Registry of Delaware under number 3785704. . The Guarantor is duly represented by Mr. David L. Richter, of American nationality, of legal age, with domicile for these purposes at 303 Lippincott Centre, Marlton, New Jersey, United States and holder of passport number 220307801 in force. He acts by virtue of power of attorney granted before the New Jersey Public Notary Mr. Erin E. Leschak, on January 28, 2008, duly apostilled.

In this Investment and Shareholders’ Agreement, the Minority Shareholders, the Investor and the Guarantor may also be hereinafter collectively referred to as the “Parties” and each of them as a “Party” .

The Parties mutually recognise their respective legal capacity for the execution of this Investment and Shareholders’ Agreement and for this purpose, hereby declare the following

WHEREAS

Based on the above, the Parties have agreed to enter into this Investment and Shareholders’ Agreement (hereinafter, this or the “Agreement” ) pursuant to the following:

CLAUSES

The purpose of this Agreement is to establish the rules to govern and manage the Company as well as certain rules that will rule the relation amongst the shareholders of the Company and those to apply upon their eventual exit.

The date of execution of this Agreement will be considered hereinafter the “ Closing Date ”.

This Agreement is binding on the Parties and its provisions shall prevail over the bylaws of the Company (the “Bylaws” ) in the event of discrepancy between said documents.

The Parties hereby undertake to cause to call and attend a General Shareholders’ meeting of the Company to be held upon execution of this Agreement and to vote in favour of (i) the adoption of a text of the Bylaws of the Company which conforms, to the extent legally possible, to the provisions of this Agreement, (ii) the appointment of the new members of the Board of Directors of the Company and (iii) to change the corporate name of the Company to “Gerens Hill International, S.A.”.

The Parties hereby undertake to cause to call a Board of Directors Meeting of the Company, once such appointments of new members have taken place, to adopt the following resolutions: (i) distribution of offices according to this Agreement; (ii) approval or ratification, as the case may be, of the contractual conditions of the Executive with the Company; and (iii) approval of the Business Plan –as defined below.

The Company is a company engaged in the provision of project management and independent technical consultancy services in Spain and abroad consisting mainly in integrated real estate services, project management, construction management, consulting and technical support, public private partnership, project monitoring and facility management in Spain and abroad for domestic and international clients and projects.

The Parties have agreed on a Business Plan –as defined below- which contains the mutual understanding of the development of a strategic business and investment plan for the Company.

In order to allow the fulfilment of the Business Plan and to cover the financial needs arising from the same, the Company will be provided with the necessary funding and financing under, but not limited to, any of the formulas provided for in this clause to allow it, in a timely manner, to undertake and perform any of the expenditures or investments contemplated in said plan.

The eventual non compliance with the terms, aims or targets of the approved Business Plan -as defined below- does in no way liberate or relieve the parties from the undertakings and provisions of this Agreement, neither does it modify, alter or condition the terms and conditions of the same nor constitutes a breach of this Agreement. Accordingly, the fulfilment of the terms, targets or aims of the approved Business Plan does not constitute neither may it be construed as a condition of any of the provisions of this Agreement.

With the purposes described in Section 2.1 above, following the execution of the Agreement, all or part of the Minority Shareholder(s) may grant the Company a Subordinated Loan or Credit Facility –under the terms and conditions that may be agreed from time to time for an amount of € 5,700,000 to increase the Company financial resources, without limiting the Company’s borrowing capacity, to be used to finance the investments contemplated in the Business Plan, as this term is defined below, and to be fully repaid by the Company or assigned to a third party upon exercise of the options contemplated in Clause 6.3 of this Agreement, which amount will not be considered as an increase of equity for the purposes of the calculation of the price of the options foreseen in Clause 6.3.

The Company will be allowed to draw from or use the subordinated credit facility or loan at any time and without the need of a prior Board of Directors resolution as long as it is invested further to the Business Plan –as this term is defined below.-

Alternatively, in the event that the Subordinated Loan or Credit Facility mentioned under Clause 2.2 above is finally not granted by all or part of the Minority Shareholder(s) within a reasonable term to allow the Company to enter into the expenditures or investments contemplated in the Business Plan, the Minority Shareholders and the Investor hereby undertake to cause to convene and to attend a General Shareholders’ meeting of the Company to be held as soon as legally possible, to vote in favour of the adoption of a resolution to increase the capital stock of the Company to be subscribed and paid in pro rata by the Minority Shareholders (except the Executive who does not undertake any disbursement obligation whatsoever in connection with said capital increase) and the Investor for an amount of € 5,698,800 to be paid in cash, by means of the subscription of 1,583 new shares for a price per share of € 3,600, equivalent to € 60,1 of face value per share plus an issue premium per share of € 3,539,9. The resolutions to be adopted will be substantially in the terms foreseen in Annex 2.3 to this Agreement.

For the avoidance of doubt, the Parties expressly state that the granting of the Subordinated Loan or Credit Facility mentioned under Clause 2.2 above is not an obligation for any of the Minority Shareholders but the preferred alternative sought. Therefore, the Minority Shareholders will not be in breach of any obligation in case that an agreement were not finally reached.

General Shareholders’ meetings of the Company shall be validly convened to address any matter within their authority, when shareholders are in attendance, either personally or represented in first call, holding seventy per cent (70%) of the subscribed voting capital.

If the quorum mentioned in the preceding paragraph were not achieved in a first call, the General Shareholders’ meetings of the Company shall be validly convened to address any matter within their authority, when shareholders are in attendance, either personally or represented in a second call, holding forty per cent (40%) of the subscribed voting capital.

As a general rule, the General Shareholders’ meeting of the Company shall decide on matters within its authority by the favourable vote of, at least, fifty per cent plus one of the votes corresponding to the shares present or represented at the meeting.

Without prejudice to the provisions set forth in the preceding paragraph, the General Shareholders’ meeting of the Company shall only resolve on the following matters (the “GSM Reserved Matters” ) by the favourable vote of shareholders representing at least seventy per cent (70%) of the votes corresponding to the shares in which the capital of the Company is divided:

The Company shall be managed by a Board of Directors, which shall have the authority with respect to any matters that refer to the Company’s management and shall hold the power of representation thereof.

The Parties have agreed prior to the Closing Date on a business and investment plan that contemplates the activities to be carried out by the Company in the coming five (5) years. The initial business and investment plan and any future amendment, replacement or extension of the same hereinafter the “ Business Plan ”. The Business Plan contains the mutual understanding of the Parties, of the development of a strategic business and investment plan for the Company so as to maximize its business development, growth and earnings potential.

The Parties hereby undertake to cause a Board of Directors Meeting to be held within 1 month following the execution of this Agreement to resolve upon the formal approval of the Business Plan by the Board of Directors of the Company.

The Board of Directors will be composed of 10 members, 4 of whom will be appointed by the Minority Shareholders. The Investor shall decide on the Chairman of the Board of Directors, which shall be designated by the Board of Directors amongst the directors designated by the Investor. The Minority Shareholders shall decide on the Secretary to the Board of Directors, which shall be designated by the Board of Directors amongst the directors designated by the Minority Shareholders or as a Secretary non-Director.

The post of director will be remunerated. The remuneration will consist of per diem which amount will be decided upon the General Shareholders Meeting on an annual basis.

The Investor agrees to take all necessary steps (including, but not limited to, abstention from applying for the proportional representation system to the Board of Directors, voting against the removal of the directors appointed by the Minority Shareholder, or voting against any amendment to the Bylaws that entails doing away with the seats of the Minority Shareholders on the Board) in order to maintain and ensure at all times the composition of the Board of Directors as provided in the preceding paragraphs.

Decisions of the Board of Directors of the Company shall require the favourable vote of, at least, six (6) of the board members. Without prejudice to the foregoing, the Parties agree that the approval of the following points (the “BoD Reserved Matters” ) shall require the favourable vote of at least two (2) of the directors appointed by the Minority Shareholders: