JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 14, 2016 by and among Full Value Partners, L.P., a Delaware limited partnership, Bulldog Investors, LLC, a Delaware limited liability company, Andrew Dakos, Phillip Goldstein and Steven Samuels (collectively, the “Bulldog Parties”), Crescendo Partners II, L.P., Series M2, a Delaware limited partnership, Crescendo Investments II, LLC, a Delaware limited liability company, Crescendo Advisors II, LLC, a Delaware limited liability company, Jamarant Capital, L.P., a Delaware limited partnership, Jamarant Investors, LLC a Delaware limited liability company, The Jamarant Advisors, LLC, a Delaware limited liability company, Eric Rosenfeld, Gregory R. Monahan and David Sgro (collectively, the “Crescendo Parties”) and Paul Evans, Charles Gillman and John P. Schauerman (collectively with the Bulldog Parties and the Crescendo Parties, the “Existing Members”) and Crescendo Partners III, L.P., a Delaware limited partnership and Crescendo Investments III, LLC, a Delaware limited liability company (the “New Members”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement dated as of March 9, 2016 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purposes of seeking representation on the Board of Directors (the “Board”) of Hill International, Inc. (the “Company”) and seeking stockholder approval of certain business proposals at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing; and
WHEREAS, the New Members desire to join the group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Members are joined as a party to the Agreement.
2. The New Members agree to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
| FULL VALUE PARTNERS, L.P. |
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| By: | Full Value Advisors, LLC General Partner |
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| By: | /s/ Phillip Goldstein |
| | Name: | Phillip Goldstein |
| | Title: | Manager |
| BULLDOG INVESTORS, LLC |
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| By: | /s/ Phillip Goldstein |
| | Name: | Phillip Goldstein |
| | Title: | Member |
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| ANDREW DAKOS |
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| PHILLIP GOLDSTEIN |
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| STEVEN SAMUELS |
| CRESCENDO PARTNERS II, L.P., SERIES M2 |
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| By: | Crescendo Investments II, LLC General Partner |
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| By: | /s/ Eric Rosenfeld |
| | Name: | Eric Rosenfeld |
| | Title: | Managing Member |
Signature Page to Joinder Agreement
| CRESCENDO INVESTMENTS II, LLC |
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| By: | /s/ Eric Rosenfeld |
| | Name: | Eric Rosenfeld |
| | Title: | Managing Member |
| CRESCENDO PARTNERS III, L.P. |
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| By: | Crescendo Investments III, LLC General Partner |
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| By: | /s/ Eric Rosenfeld |
| | Name: | Eric Rosenfeld |
| | Title: | Managing Member |
| CRESCENDO INVESTMENTS III, LLC |
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| By: | /s/ Eric Rosenfeld |
| | Name: | Eric Rosenfeld |
| | Title: | Managing Member |
| CRESCENDO ADVISORS II, LLC |
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| By: | /s/ Eric Rosenfeld |
| | Name: | Eric Rosenfeld |
| | Title: | Managing Member |
| JAMARANT CAPITAL, L.P. | |
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| By: | Jamarant Investors, LLC General Partner |
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| By: | /s/ Gregory R. Monahan | |
| | Name: | Gregory R. Monahan | |
| | Title: | Managing Member | |
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| By: | /s/ David Sgro | |
| | Name: | David Sgro | |
| | Title: | Managing Member | |
| JAMARANT INVESTORS, LLC |
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| By: | /s/ Gregory R. Monahan |
| | Name: | Gregory R. Monahan |
| | Title: | Managing Member |
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| By: | /s/ David Sgro |
| | Name: | David Sgro |
| | Title: | Managing Member |
Signature Page to Joinder Agreement
| JAMARANT ADVISORS, LLC |
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| By: | /s/ Gregory R. Monahan |
| | Name: | Gregory R. Monahan |
| | Title: | Managing Member |
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| By: | /s/ David Sgro |
| | Name: | David Sgro |
| | Title: | Managing Member |
| /s/ Eric Rosenfeld |
| ERIC ROSENFELD, Individually and as attorney-in-fact for Paul Evans, Charles Gillman and John P. Schauerman |
| /s/ Gregory R. Monahan |
| GREGORY R. MONAHAN |
| /s/ David Sgro |
| DAVID SGRO |