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

(b)

1. Sole power to vote or direct vote: 2,441,879 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,441,879 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Engine Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.

Engine Jet

(a)

As of the close of business on January 9, 2018, Engine Jet directly owned 2,192,262 Shares.

Percentage: Approximately 4.2%

(b)

1. Sole power to vote or direct vote: 2,192,262 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,192,262 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Engine Jet since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.

Engine Management

(a)

Engine Management, as the investment manager of each of Engine Airflow, Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Airflow, Engine Capital and Engine Jet. As of the date hereof, Engine Management may be deemed to beneficially own 5,099,205 Shares.

Percentage: Approximately 9.8%

(b)

1. Sole power to vote or direct vote: 5,099,205 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,099,205 4. Shared power to dispose or direct the disposition: 0

(c)

Engine Management 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 Airflow, Engine Capital and Engine Jet, since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.Engine
Investments

(a)

Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially own 4,634,141 Shares.

Percentage: Approximately 8.9%