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

G.

Arnaud Ajdler

(a)

Mr. Ajdler, as the managing member of Engine Management, Engine Investments, and Engine Investments II, may be deemed to beneficially own the 5,179,891 Shares owned beneficially by Engine Management, Engine Investments, and Engine Investments II.

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)

Mr. Ajdler 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.

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.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

On March 7, 2018,
the Reporting Persons and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit
99.1 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1

Letter Agreement, dated March 7, 2018.