13D Filing: Viex Capital Advisors, LLC and Babcock & Wilcox Enterprises Inc (BW)

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(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,710,328
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,710,328
(c) Mr. Singer has not entered into any transactions in the Shares since the filing of the Schedule
13D. The transactions in the Shares by Series One and VIEX Capital on behalf of the managed account since the filing of the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. 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 amended
to add the following:

Series One purchased
in the over-the-counter market, American-style call options referencing 300,000 Shares, which have an exercise price of $2.50 per
share and expire on February 16, 2018. Schedule A is incorporated herein by reference.

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