13D Filing: Engine Capital, L.P. and Hill International Inc. (HIL)

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(b) 1. Sole power to vote or direct vote: 4,463,809
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,463,809
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Ajdler has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares on behalf of Engine Jet since the filing of the Schedule 13D are set forth in Schedule A
and are incorporated herein by reference.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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