Godspeed Capital Proposes to Acquire Hill International For $143.9 Million in Cash

$1.85 Per Share All-Cash Offer Represents 11.4% Premium Over 30-Day Average Closing Price

Godspeed Capital Management LP (“Godspeed Capital”), a lower middle-market Defense & Government services, solutions, and technology focused private equity firm, today sent the following letter to the Board of Directors of Hill International, Inc. (NYSE:HIL), proposing to acquire the company for $1.85 per share in cash.

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The full text of the letter sent to Hill International is as follows:

Members of the Board of Directors:

On behalf of Godspeed Capital Management LP (“Godspeed”) and our strategic platform, Huckabee Architects LP (“Huckabee”), led by Chris Huckabee, we are writing to submit an offer to acquire 100% of Hill International, Inc.’s (“Hill” or the “Company”) issued and outstanding shares of common stock and equivalents for a price of $1.85 per share in cash.

We believe this is a highly compelling price and represents a premium of 11.4% over the stock’s thirty day trailing average closing price on July 18^th, 2022. Notably, our offer price represents a premium of 56.78% over the 52-week low achieved on May 10^th, 2022, less than three months ago, at which time we began accumulating our 3.75% ownership position (corresponding to 42.39% of the share volume over that period).

Our belief is that the best path to maximize shareholder value would be for the Company to entertain a transaction in which our portfolio company, Huckabee, acquires Hill at the proposed premium to the current share price.

As a micro-cap public equity, Hill has for several years underperformed on its earnings commitments and consistently struggles with liquidity. With sub-scale average annual EBITDA, industry low sub-6% EBITDA margins, and negligible free cash flow generation the excessive costs of being a public company are wasteful and these millions would be better spent on innovation and growth. The resulting underperformance in Hill’s equity valuation was recently summarized in the attached news article (https://finance.yahoo.com/news/hill-international-nyse-hil-investors-141708657.html).

We are of the belief that a strategic course correction executed in a private environment is the best path forward for Hill’s shareholders, employees, and customers.

For background, Godspeed is a private investment firm with extensive experience investing in Engineering, Architecture, and Government related businesses. We own a controlling interest in Huckabee, a leading architecture, engineering, and consulting services and solutions provider. As such, we have excellent insight into both the opportunities and risks associated with Hill.

We believe that Hill possesses a Culture of Excellence that is exemplified by its wonderful employees and distinguished work, all of which contributes to the Hill’s premier reputation. We firmly believe that Godspeed and Huckabee are the best partner to liberate management from the constraints of short-sighted public company performance expectations to drive a new era of growth and success for Hill while protecting and investing in the employees, culture, customer experience, and legacy. We are well positioned to grow the Company in tandem with Hill management and believe that the combination with Huckabee is a strong cultural and strategic fit.

We have held in depth discussions with our investment bank and would expect to have a fully executed, underwritten financing commitment prior to execution of the definitive merger agreement. The definitive merger agreement would not include a financing or due diligence condition.

We look forward to beginning discussions immediately and are willing to execute a confidentiality agreement. At this time, we are interested in a consensual transaction in which the parties enter into a short exclusivity period during which time we can finalize our confirmatory due diligence and negotiate the definitive agreements.

We believe our proposal is both compelling and in the best interest of your shareholders, employees, and customers. I am available to discuss this offer at your convenience and may be contacted at 202-765-1010. In advance, thank you for your consideration.

Sincerely,

Douglas T. Lake Jr.

Managing Partner, Godspeed Capital Management LP

Chairman, Huckabee Architects LP

About Godspeed Capital

Godspeed Capital is a lower middle-market Defense & Government services, solutions, and technology focused private equity firm investing alongside forward-thinking management teams that seek an experienced and innovative investment partner with unique sector expertise, operational insight, and flexible capital for growth. For more information, please visit the Godspeed Capital website at www.godspeedcm.com.

About Huckabee Architects

Huckabee Architects is the platform brand of Godspeed Capital’s architecture, engineering, and consulting services and solutions growth strategy focused on providing cutting edge, technology-driven education design and engineering solutions in attractive, high-growth U.S. markets. Founded in 1967 and headquartered in Fort Worth, Texas, Huckabee is the largest education architecture and design services firm in the state of Texas and consistently ranks among the top educational architecture firms in the nation. To learn more, please visit www.huckabee-inc.com.

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