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

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 5,179,891 Shares.

Percentage: Approximately 9.98%

(b)

1. Sole power to vote or direct vote: 5,179,891 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,179,891 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 Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet, since the filing of Amendment No. 2 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 4,714,827 Shares.

Percentage: Approximately 9.09%

(b)

1. Sole power to vote or direct vote: 4,714,827 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,714,827 4. Shared power to dispose or direct the disposition: 0

(c)

Engine Investments has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.       Engine
Investments II

(a)

Engine Investments II, as the general partner of Engine Airflow may be deemed to beneficially own the Shares owned directly by Engine Airflow. As of the date hereof, Engine Investments II may be deemed to beneficially own 465,064 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 465,064 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 465,064 4. Shared power to dispose or direct the disposition: 0

(c)

Engine Investments II has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.