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1.	To elect the five (5) nominees identified in the accompanying Proxy Statement as directors of the Company, each to hold office until the 2020 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

2.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers (also known as a “Say on Pay Vote”).

3.	To recommend, on a non-binding, advisory basis, whether the Say on Pay Vote should be held every one, two or three years (also known as a “Say on Frequency Vote”).

4.	To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

5.	To consider and take action upon any other business that may properly come before the 2019 Annual Meeting or any continuations, postponements or adjournments thereof.

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•	By re-voting at a subsequent time by Internet or by telephone as instructed above;

•	By signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

•	By delivering a signed revocation letter to Joseph A. Ferraro, the Company’s Corporate Secretary, at the Company’s address above before the 2019 Annual Meeting, which states that you have revoked your proxy; or

•	By attending the 2019 Annual Meeting and voting in person. Attending the 2019 Annual Meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the 2019 Annual Meeting that it be revoked.

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•	DBM Global Inc. grew adjusted EBITDA 28% from the prior year, driven by positive execution of projects in the Western U.S., and successfully completed the acquisition of GrayWolf Industrial, a premier specialty maintenance, repair and installation services provider.

•

Global Marine Systems Limited (“Global Marine”) finished the year with a significantly increased backlog and received approximately $15 million in special cash dividends during the year from its joint venture with Huawei Tech. Investment Co., Limited. In October, HC2 announced that it was exploring strategic alternatives, including a potential sale, for Global Marine to realize additional value creation.

•	American Natural Gas, LLC delivered 11.8 million gasoline gallon equivalents in 2018, and continued to focus on increasing capacity utilization by increasing sales volumes across its network of existing compressed natural gas stations.

•	PTGi International Carrier Services, Inc. acquired Go2Tel.com, Inc., a well-established VoIP carrier that offers high-quality termination services primarily in Latin America and the Caribbean, and continued to focus on higher margin wholesale traffic mix and improved operating efficiencies.

•	Continental General Insurance Company (“Continental”) completed the acquisition of Humana Inc.’s approximately $2.4 billion long-term care insurance business, KMG America Corporation, recaptured two reinsurance treaties and recognized a gain of $47 million. At the end of 2018, Continental had cash and invested assets of approximately $4.0 billion.

•

Pansend Life Sciences, LLC completed the sale of BeneVir Biopharm, Inc. to Janssen Biotech, Inc. As a result of the sale, HC2 received approximately $73 million in cash, and is eligible to receive significant additional cash payments based on contingent milestones (regulatory approvals from the FDA, EU and Japan) and specific sales milestones. In addition, its portfolio company MediBeacon, Inc. received Breakthrough Device designation from the FDA for its Transdermal GFR Measurement System, which is intended to measure Glomerular Filtration Rate (GFR) in patients with impaired or normal renal function.

•

HC2 Broadcasting Holdings Inc. (“HC2 Broadcasting Holdings”), continued to acquire and invest in a vast portfolio of over-the-air broadcast television stations and licenses, and now reaches approximately 60% of the U.S. population. HC2 Broadcasting Holdings also established a strategic distribution partnership with the Christian Broadcasting Network for the launch of The CBN News Channel, the first 24-hour Christian television news channel. As the media landscape continues to change, the Company is positioning its Broadcasting business to be a compelling alternative distribution platform for content providers.

•	The Company also completed the refinancing of its 2019 Notes and extended the maturity of its new Senior Secured Notes to the end of 2021.

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•	Mr. Falcone’s success in the growth of HRG during his tenure as Chairman of the Board and Chief Executive Officer, as well as his extensive investment experience consisting of over two decades in leveraged finance, distressed debt and special situations.

•	Mr. Barr’s experience as a director in the telecommunications and technology industries and his knowledge regarding management consulting matters, which are valuable to HC2 and the Board, especially in light of its telecommunications operations.

•	Mr. Gfeller’s experience in the energy industry and prior experience in various executive positions, as well as his service on the boards of directors of publicly traded companies, coupled with his extensive financial and accounting training and practice.

•	Mr. Hillman’s experience in managing and restructuring businesses and prior experience in various executive positions, as well as his service as a director on other publicly traded U.S. and international companies and as a former audit/assurance partner of an international accounting firm.

•	Mr. Leffler’s experience in the media industry, as well as his service on the board of directors of HRG from 2008 until 2013 and Zapata, Inc. from 1995 to 2008.

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•	presiding over all meetings and strategy sessions of the Board;

•	preparing the agenda for Board meetings with the Corporate Secretary and in consultation with the other members of the Board;

•	ensuring information flows openly between senior management and the Board; and

•	presiding over all meetings of stockholders.

•	convening and presiding over executive sessions of the independent directors;

•	setting the agenda of and leading meetings of the independent directors;

•	briefing the Chairman and Chief Executive Officer regarding issues arising during executive sessions, as necessary;

•	collaborating with the Chairman and Chief Executive Officer to determine the Board agenda and Board information;

•	consultations with the independent directors and the committee chairpersons; and

•	facilitating Board communication among the independent directors outside of Board meetings.

•

Audit Committee. The Audit Committee is responsible for the supervision of risk policies and processes relating to the Company’s financial statements and financial reporting processes. This Committee reviews the Company’s risk management procedures and policies and discusses with management the Company’s material operating and financial risk exposures and the manner in which such exposures are managed. The Audit Committee also discusses these potential risks with the Company’s outside independent registered public accounting firm responsible for auditing the Company’s books, records and financial statements.

•	Compensation Committee. The Compensation Committee is responsible for evaluating potential compensation-related risks and supervising management’s assessment of risks related to employee compensation policies and programs, as discussed further below under “Risk Considerations in Our Compensation Program.”

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•	Our use of a variety of elements in our compensation program, such as base salary, annual performance-based incentive compensation and equity awards, which provide a balance of long- and short-term incentives;

•	Our use of a variety of financial and strategic performance objectives within our compensation elements, which helps ensure that the Company’s overall business strategy is appropriately promoted; and

•	Our internal controls and procedures, which help us to monitor excessive or inappropriate risk taking.

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(1)

These amounts represent the aggregate grant date fair value of RSAs granted in 2018 computed in accordance with FASB ASC Topic 718 (“ASC 718”). A discussion of the assumptions used in determining grant date fair value may be found in Note 18 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. Each non-employee director received a grant of 9,584 RSAs on June 13, 2018. Each RSA grant had an aggregate grant date fair value of $59,996 based on the closing price of HC2 common stock on June 13, 2018 of $6.26.

(2)	As of December 31, 2018, Mr. Barr had (i) 13,094 RSAs outstanding, and (ii) 4,466 stock options outstanding.

(3)	This amount represents fees paid to Mr. Barr by Global Marine Holdings, LLC, a majority-owned subsidiary of the Company (“GMH LLC”), for his service on the GMH LLC Board of Directors in 2018.

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(4)	As of December 31, 2018, Mr. Gfeller had 13,094 RSAs outstanding.

(5)	This amount represents fees paid to Mr. Gfeller by GMH LLC for his service on the GMH LLC Board of Directors in 2018.

(6)	As of December 31, 2018, Mr. Hillman had 13,094 RSAs outstanding.

(7)	As of December 31, 2018, Mr. Leffler had 13,094 RSAs outstanding.

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•	reinforce the achievement of key business strategies and objectives, through the grant of “at-risk” compensation earned based upon achievement of established performance targets;

•	reward our executives for outstanding performance and business results, based upon achievement of individual goals and objectives recommended to the Compensation Committee by the CEO with respect to his direct reports or, in the case of the CEO, agreed upon by the CEO and the Compensation Committee;

•	value each executive’s unique skills and competencies;

•	attract and retain qualified executives;

•	provide a competitive compensation structure; and

•	emphasize the enhancement of stockholder value and align our executives’ interests with those of our stockholders.

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(a)	40% of the Award will be paid in cash in 2018,

(b)	51% of the Award will be granted as restricted stock that vests if the executive remains employed through the first anniversary of the date of grant, and

(c)	9% of the Award will consist of a grant of stock options that vests and becomes exercisable if the executive remains employed through the first anniversary of date of grant.

(a)	20% of the Excess Award will be paid in cash at the end of the first anniversary of the award date, and 20% of the Excess Award will be paid in cash at the end of the second anniversary of the award date (deferred cash),

(b)	51% of the Excess Award will be granted as restricted stock that vests in two substantially equal installments if the executive remains employed through each of the second and third anniversary of the date of grant, and

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(c)	9% of the Excess Award will consist of a grant of stock options that vests and becomes exercisable in two substantially equal installments if the executive remains employed through each of the second and third anniversary of the date of grant.

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(1)	Information is not presented for years in which Mr. Ferraro was not a named executive officer.

(2)	The amounts in this column represent cash bonuses granted to our named executive officers as sign-on bonuses or minimum bonuses required to be paid pursuant to employment agreements.

(3)

These amounts represent the aggregate grant date fair value of RSAs and/or RSUs granted in 2018, 2017 and 2016, as applicable, computed in accordance with ASC 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 18 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. See “Compensation Discussion and Analysis-Annual Bonus Plan and Stock-Based Compensation” above for a description of the Bonus Plan, which provides for the payment of amounts earned with respect to the 2018 performance period in a mix of cash and equity. Amounts paid in equity in the form of RSAs and/or RSUs to our named executive officers for the 2017 performance period are reflected as 2018 grants in the table above because the grants were made in 2018.

(4)

The amounts in this column represent the aggregate grant date fair value of stock option awards granted in 2018, 2017 and 2016, as applicable, computed in accordance with ASC 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 18 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. See “Compensation Discussion and Analysis-Annual Bonus Plan and Stock-Based Compensation” above for a description of the Bonus Plan, which provides for the payment of amounts earned with respect to the 2018 performance period in a mix of cash and equity. Amounts paid in equity in the form of stock options to our named executive officers for the 2017 performance period are reflected as 2018 grants in the table above because the grants were made in 2018.

(5)

The amounts in this column represent annual cash incentive payments under our Bonus Plan. Amounts reported for each year are based on performance in such year, even if paid subsequent to year-end. See “Compensation Discussion and Analysis-Annual Bonus Plan and Stock-Based Compensation” above for a description of the Bonus Plan, which provides for the payment of amounts earned with respect to the 2018 performance period in a mix of cash and equity. See page 24 for an explanation of the method by which the Cash payments in this column are calculated and paid.

(6)	The amounts in this column represent matching contributions made by the Company to the Company’s 401(k) plan on behalf of each of the named executive officers who participated in such plan.

(7)	Mr. Voigt resigned from employment with the Company effective May 9, 2018.

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(1)

Amounts shown reflect the aggregate grant date fair value in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 18 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Pursuant to the Bonus Plan, a bonus pool is established in an amount based on the Company’s NAV Return in excess of a threshold NAV Return amount. Each named executive officer (other than Ms. Herbst) may be granted an Individual Bonus and a Corporate Bonus under the Bonus Plan, based on his achievement of individual and corporate-related performance goals, respectively. Pursuant to the Bonus Plan, Corporate Bonus awards are paid out in a mix of cash and equity early in the year following the performance year following an evaluation of Company and individual results. Ms. Herbst is eligible to receive an Individual Bonus based on achievement of individual goals and objectives.

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(1)	Values calculated based on the closing price of HC2 common stock on December 31, 2018 of $2.64.

(2)	Mr. Falcone was granted 4,055 stock options on January 15, 2014 as part of his compensation as a non-employee director during 2014, all of which are fully vested.

(3)	Mr. Falcone was granted 1,568,864 stock options on May 21, 2014 pursuant to the Initial Option, all of which are fully vested.

(4)

On October 28, 2014, anti-dilution adjustment options (the “October Anti-Dilution Options”) to purchase an aggregate of 1,782,082 Shares were issued to Mr. Falcone promptly following the execution of the Option Clarification Agreement. The October Anti-Dilution Options vest in three equal installments on the date of issuance and on each of the first and second anniversaries of the date of the original date of the event that resulted in the issuance of anti-dilution options, subject to Mr. Falcone’s continued employment with the Company on each vesting date. A portion of the October Anti-Dilution Options were issued in respect of the Company’s issuance of its Series A Convertible Participating Preferred Stock (“Series A Preferred Stock”) and related pay-in-kind dividends on such Series A Preferred Stock, based on a conversion price of $4.25 with respect to the Series A Preferred Stock, as follows: options to purchase (1) 750,000 Shares at $4.05, (2) 2,667 Shares at $4.00 and (3) 7,527 Shares at $4.46 (collectively, the “Original Series A Contingent Options”). On August 6, 2015, the Company determined that the Original Series A Contingent Options should have been issued based on a conversion price of $4.25 with respect to the Series A Preferred Stock, as follows: options to purchase (1) 705,882 Shares at $4.25, (2) 2,510 Shares at $4.25, and (3) 7,084 Shares at $4.46 (collectively, the “Corrected Series A Contingent Options”). On the same date, the Company issued the Corrected Series A Contingent Options to Mr. Falcone contemporaneously with the surrender of the Original Series A Contingent Options for cancellation. The Corrected Series A Contingent Options otherwise have the same vesting dates and terms as the Original Series A Contingent Options. One-third of these stock options vested immediately, one-third vested on October 28, 2015 and the other one-third vested on October 28, 2016. A portion of the October Anti-Dilution Options included in the table above are only exercisable if and when the Series A Preferred Stock (715,476 stock options) and Series A-1 Preferred Stock (259,083 stock options) is converted into common stock.

(5)	Mr. Falcone was granted 169,697 stock options on January 7, 2015 pursuant to the Initial Option, all of which are fully vested. This option is exercisable only if and when the Series A-2 Preferred Stock is converted into common stock.

(6)	Mr. Falcone was granted 309,620 stock options on March 12, 2015 as payment of a portion of his incentive bonus earned with respect to the 2014 performance period under the Bonus Plan, all of which are fully vested.

(7)	Mr. Falcone was granted 845,250 stock options on November 9, 2015 pursuant to the Initial Option.

(8)	Mr. Falcone was granted 300,742 stock options on December 24, 2015 pursuant to the Initial Option.

(9)

On January 29, 2016, the Company determined that, as a result of the issuance and sale by the Company of 8,452,500 Shares on November 4, 2015 as disclosed on the Company’s Current Form 8-K filed on November 9, 2015, and the issuance of 1,007,422 Shares and a warrant to purchase 2,000,000 Shares pursuant to that certain stock purchase agreement as disclosed on the Company’s Current Form 8-K filed on December 28, 2015, an adjustment to the conversion price of the Series A-2 Convertible Participating Preferred Stock (“Series A-2 Preferred Stock”) was required under the terms of the Certificate of Designation of the Series A-2 Preferred Stock from $8.25 to $7.93 (the “Series A-2 Adjustment”). As a result of the Series A-2 Adjustment, on January 29, 2016, anti-dilution adjustment options to purchase an aggregate of 6,848 Shares (the “Adjusted Series A-2 Options”) were issued to Mr. Falcone. The exercise price of the Adjusted Series A-2 Options is $7.93 per share, and the Adjusted Series A-2 Options vest in three equal installments on the date of issuance and on each of the first and second anniversaries of the date of issuance, subject to Mr. Falcone’s continued employment with the Issuer on each vesting date. The Adjusted Series A-2 Options are fully vested.

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(10)

In consideration for eliminating the anti-dilution protection provisions, Mr. Falcone received an award after market on April 14, 2016, consisting of 1,500,000 premium stock options (the “2016 Premium Option”) that were issued under the 2014 Omnibus Plan. The 2016 Premium Option will vest in three equal installments on each of the first three anniversaries following the grant date (with each tranche vesting one-third on each such date), and the applicable per share exercise prices will be as follows: (a) a per share exercise price of $7.50 with respect to an option to acquire 500,000 shares; (b) a per share exercise price of $10.50 with respect to an option to acquire 500,000 shares; and (c) a per share exercise price of $13.50 with respect to an option to acquire 500,000 shares.

(11)	Mr. Falcone was granted 40,943 stock options on March 10, 2017, which options were fully vested on the grant date.

(12)	Mr. Falcone was granted 383,725 RSUs and 143,246 options on March 10, 2017. On March 10, 2018, 29% of both awards vested. On March 10, 2019, 35.5% of both awards vested. An additional 35.5% of each award will vest on March 10, 2020.

(13)	Mr. Falcone was granted 1,134,852 RSUs and 425,276 stock options on March 16, 2018. On March 15, 2019, 33% of both awards vested. An additional 33.5% of each award will vest on each of March 16, 2020 and March 16, 2021.

(14)	Mr. Sena was granted 8,266 stock options on March 10, 2017, which options were fully vested on the grant date.

(15)	Mr. Sena was granted 71,326 RSUs and 26,626 options on March 10, 2017. On March 10, 2018, 31% of both awards vested and an additional 34.5% vested on March 10, 2019. The final 34.5% of both awards will vest on March 10, 2020.

(16)	Mr. Sena was granted 189,142 RSUs and 70,880 options on March 16, 2018. On March 15, 2019, 49.5% of both awards vested, and an additional 25.3% of both awards will vest on each of March 16, 2020 and March 16, 2021.

(17)	Pursuant to his employment agreement, Mr. Ferraro received an initial long-term equity grant consisting of 99,404 RSAs on November 13, 2017, of which 33.4% vested on November 13, 2018, and 33.3% will vest on each of November 13, 2019 and November 13, 2020.

(18)	Mr. Ferraro was granted 73,395 RSUs on March 16, 2018. On March 15, 2019, 67% of the award vested, and the final third of the RSUs will vest on March 16, 2020.

(19)	Ms. Herbst was granted 15,909 RSAs on March 10, 2017, which vested one-third on the grant date and one-third on each of March 10, 2018 and March 10, 2019.

(20)	Ms. Herbst was granted 20,642 RSAs on March 16, 2018. On March 15, 2019, 67% of the award vested, and the final third of these shares will vest on March 16, 2020.

(21)	Mr. Voigt was granted 201,163 RSUs and 75,095 options on March 10, 2017. On March 10, 2018, 20% of both awards vested and on March 10, 2019, an additional 40% of both award vested. The final 40% of both awards will vest on March 10, 2020. Mr. Voigt exercised 14,802 of these options in 2018.

(22)	Mr. Voigt was granted 283,712 RSUs and 106,320 options on March 16, 2018. On March 15, 2019, 59.4% of both awards vested, and an additional 20.3% of each award will vest on each of March 16, 2020 and March 16, 2021.

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(1)	Determined by multiplying the options exercised during fiscal year 2018 by the closing market price of our common stock on the respective exercise dates, less the strike price of the respective options.

(2)	Determined by multiplying the shares of restricted stock that vested during fiscal year 2018 by the closing market price of our common stock on the respective vesting dates, but excluding any tax obligations incurred in connection with such vesting.

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(1)

The employment agreements of the named executive officers (described on pages 36-38) provide that the named executives will receive the severance set forth in the Company’s Severance Guidelines upon a termination by the Company without cause or by the Executive for good reason. The Company’s Severance Guidelines provide that upon such termination, (i) the CEO shall receive twelve months of annual base salary plus twelve months of COBRA premiums, if eligible, and (ii) the Chief Financial Officer, Chief Legal Officer, Senior Managing Director of Investments and Chief Administrative Officer each shall receive six months of annual base salary plus six months of COBRA premiums, if eligible. The severance amounts are paid in a lump sum. The Executives’ employment agreements include restrictive covenants, which are described above.

(2)	Mr. Voigt resigned from employment with the Company effective May 9, 2018 and, therefore, he was not eligible to receive any severance benefits under the Voigt Employment Agreement or the Company Severance Guidelines.

•	Awards granted under the Second Amended 2014 Plan and the Amended 2014 Plan, unless otherwise determined by the Compensation Committee on the date of grant or as set forth in the applicable award agreement, will accelerate upon involuntary termination if within two years of Change in Control if the award is a replacement award (as such terms are defined in the Amended 2014 Plan); and

•	Vested options issued under any of the plans generally remain exercisable for a period of time following termination, the extent of which depends on the reason for the termination, except that in the event the grantee is terminated for Cause (as defined in the applicable plan), any vested and unexercised options would also be forfeited.

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Outstanding equity awards granted under the Second Amended 2014 Plan and the Amended 2014 Plan, unless otherwise determined by the Compensation Committee on the date of grant or as set forth in the applicable award agreement, will not accelerate solely as a result of a Change in Control (as defined in the Amended 2014 Plan) if a “replacement award” (as defined in the Amended 2014 Plan) is promised to a participant in connection with such change in control. The vesting of a replacement award will only accelerate in connection with a change in control if the participant’s employment is involuntarily terminated by the Company (or a successor thereto) within two years following such change in control.

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•	Outstanding equity awards granted under the 2014 Omnibus Plan may be accelerated by the Board upon a Change in Control (as defined in the 2014 Omnibus Plan), such that award recipients have the ability to participate in the change in control with respect to common stock subject to such awards.

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Pursuant to the terms of Mr. Falcone’s Options, any unvested portions of the Options are accelerated upon the occurrence of a Fundamental Change Transaction (as defined in the Options to include, among other transactions, any sale or other disposition of all or substantially all of the Company’s assets or the acquisition of a majority of the voting power of its capital stock by certain third parties). Mr. Falcone’s 2016 Premium Options, on the other hand, will not automatically accelerate upon a change in control.

(1)	Assumes that the Board exercised its discretion under the Second Amended 2014 Plan and the Prior Plans to accelerate the vesting of all unvested RSAs and options in connection with the change in control.

(2)	Assumes the occurrence of a Fundamental Change Transaction as of December 31, 2018. Note that, as of December 31, 2018, the exercise price of Mr. Falcone’s options was greater than the market price of the Company’s common stock. Therefore the accelerated vesting value of options is $0.

(3)	Mr. Voigt resigned from employment with the Company effective May 9, 2018 and, therefore, he would not have been eligible to receive any incremental benefits.

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(1)

These amounts represent shares under the Company’s Second Amended 2014 Plan. Pursuant to the Amended 2014 Plan and the 2014 Omnibus Plan, no further awards may be granted under the Company’s Management Compensation Plan (the “Management Compensation Plan”). However, awards that had been previously granted pursuant to the Management Compensation Plan will continue to be subject to and governed by the terms of the Management Compensation Plan.

(2)	These amounts represent shares under Mr. Falcone’s Options.

(3)	Represents the weighted-average exercise price of stock options outstanding under the Second Amended 2014 Plan, the Philip Falcone Option Agreement and the Management Compensation Plan.

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(1)	Fees for audit services include audit of financial statements and audit of internal controls over financial reporting, as required by Section 404 of Sarbanes-Oxley, reviews of quarterly financial statements and other matters related to SEC filings and capital market activities. Also included are statutory audit fees paid by our subsidiaries.

(2)	Fees for tax services include earnings, profit and dividends analysis, Section 162(m) analysis, and state and local tax studies.

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*	Less than 1% of the outstanding common stock.

(1)	Shares of common stock of which a person has the right to acquire beneficial ownership within 60 days from April 16, 2019 are deemed outstanding for computing the percentage ownership of such person, but are not deemed outstanding for computing the percentage ownership of any other person.

(2)

Each outstanding share of Series A Preferred Stock is presently convertible into approximately 238.49 shares of common stock. The shares of Series A Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series A Preferred Stock stated in these columns reflect ownership of shares of Series A Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series A Preferred Stock at this ratio.

(3)

Each outstanding share of Series A-2 Preferred Stock is presently convertible into 142.05 shares of common stock. The shares of Series A-2 Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series A-2 Preferred Stock stated in these columns reflect ownership of shares of Series A-2 Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series A-2 Preferred Stock at this ratio.

(4)

Based solely on a Schedule 13D filed with the SEC on December 14, 2018 by B. Riley Financial, Inc. (“BRF”), B. Riley FBR, Inc. (“BRFBR”), B. Riley Wealth Management, Inc. (“BRWM”), BRC Partners Opportunity Fund, L.P. (“BRPLP”), B. Riley Capital Management, LLC (“BRCM”), BRC Partners Management GP, LLC (“BRPGP”), Dialectic Antithesis Partners, LP (“Dialectic”), BR Dialectic Capital Management, LLC (“BR Dialectic”) and B. Riley Diversified Equity Fund (“BRDEF”), each of whom is treated as a member of a “group” with the other reporting persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, as amended. BRF is the parent company of BRFBR and BRWM. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRFBR and BRWM. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the shares held by BRPLP. BR Dialectic is the general partner of and an investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to indirectly beneficially own the shares held by Dialectic. BRCM is an investment advisor to BRDEF and BRF is the parent company of BRCM. As a result, BRCM and BRF may be deemed to indirectly beneficially own the shares held by BRDEF. The Schedule 13D discloses that BRPLP beneficially owns directly 554,683 shares of the Company’s common stock, Dialectic beneficially owns directly 275,000 shares of the Company’s common stock, BRDEF beneficially owns directly 90,408 shares of the Company’s common stock, BRWM beneficially owns directly 12,416 shares of the Company’s common stock, and BRFBR beneficially owns directly 3,197,255 shares of the Company’s common stock. In addition, BRCM acts as investment adviser for managed accounts which directly own an additional 6,400 shares of the Company’s common stock, and BRCM indirectly beneficially owns these shares.

(5)	Based solely on a Schedule 13G filed with the SEC on February 13, 2017, by Jefferies LLC, Jefferies Group LLC, Limestone Merger Sub, LLC and Leucadia National Corporation. According to the Schedule 13G, the reporting persons have shared voting and dispositive power with respect to, and beneficially own, 3,524,974 shares of the Company’s common stock.

(6)

Based solely on a Schedule 13G filed with the SEC on July 19, 2017, Amendment No. 1 to Schedule 13G filed with the SEC on January 31, 2018 and Amendment No. 2 to Schedule 13G filed with the SEC on February 1, 2019 by Mittleman Brothers, LLC, Master Control LLC, Mittleman Investment Management, LLC, Christopher P. Mittleman, David J. Mittleman and Philip C. Mittleman. According to the filings, MIM provides investment advices to institutional clients, high-net-worth individuals, and pooled investment vehicles (“Managed Portfolios”). As a result of its role as investment adviser of the Managed Portfolios, MIM may be deemed to be the beneficial owner of the shares of the Company’s common stock held by such Managed Portfolios. The Managing Members of Mittleman Brothers are Christopher P. Mittleman, David J. Mittleman, and Philip C. Mittleman. Mittleman Brothers is the sole member of Master and Master is the sole member of MIM. Mittleman Brothers and Master may be deemed to beneficially own securities owned by MIM. As a result, Mittleman Brothers and Master may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that MIM may have with respect to the Company’s common stock held by the Managed Portfolios. Christopher P. Mittleman is the Managing Partner and Chief Investment Officer of MIM and may be deemed to beneficially own securities beneficially owned by MIM, David J. Mittleman is the Managing Partner and Chief Client Relationship Officer of MIM and may be deemed to beneficially own securities beneficially owned by MIM, Philip C. Mittleman is the Chief Executive Officer, President and Managing Partner of MIM and may be deemed to beneficially own securities beneficially owned by MIM. According to the filings, Mittleman Brothers LLC disclaims beneficial ownership of 248,123 shares owned by Philip C. Mittleman, but may otherwise be deemed to share voting power and dispositive power in respect of such shares.

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(7)	Based solely on a Schedule 13G filed with the SEC on November 30, 2018 by Whitebox Advisors LLC. According to the Schedule 13G, the reporting person beneficially owns 2,739,725 shares of the Company’s common stock, which are issuable upon the conversion of the Company’s 7.5% convertible senior notes due June 1, 2022 (the “Convertible Notes”).

(8)

Based on a Schedule 13D filed with the SEC on June 9, 2014, Amendment No.1 to Schedule 13D filed with the SEC on September 25, 2014 and Amendment No. 2 to Schedule 13D filed with the SEC on August 19, 2015, Amendment No. 3 to the Schedule 13D filed with the SEC on October 31, 2016 and Amendment No. 4 to the Schedule 13D filed with the SEC on December 28, 2018 by Benefit Street Partners L.L.C. (“BSP”), Providence Equity Capital Markets L.L.C. (“PECM”), Jonathan M. Nelson, Paul J. Salem, Glenn M. Creamer and Thomas J. Gahan. BSP is the investment manager of Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P. and Benefit Street Partners SMA LM L.P. (collectively, the “BSP Funds”). PECM is the investment manager of PECM Strategic Funding L.P. Messrs. Creamer, Gahan, Nelson and Salem collectively control each of BSP and PECM through their indirect ownership of membership interests of BSP and PECM. As a result, each of Messrs. Creamer, Gahan, Nelson and Salem and BSP may be deemed to share beneficial ownership of the shares of common stock beneficially held by the BSP Funds, and each of Messrs. Creamer, Gahan, Nelson and Salem and PECM may be deemed to share beneficial ownership of the shares of common stock beneficially held by PECM Strategic Funding L.P. Amendment No. 4 to Schedule 13D discloses that the reporting persons have shared voting and dispositive power with respect to, and beneficially own, 2,208,542 shares of the Company’s common stock, which amount consists of 688,157 shares of the Company’s common stock and 1,520,385 shares of common stock that may be acquired upon conversion of 6,375 shares of Series A Preferred Stock.

(9)

Based solely on a Schedule 13G filed with the SEC on January 22, 2016 Amendment No. 1 to Schedule 13G filed with the SEC on January 23, 2017, Amendment No. 2 to Schedule 13G filed with the SEC on January 26, 2018 and Amendment No. 3 to Schedule 13G filed with the SEC on January 25, 2019 by American Financial Group, Inc., American Financial Group, Inc. has sole voting and dispositive power with respect to, and beneficially owns, 3,175,875 shares of common stock, which amount consists of 1,007,421 shares of common stock and warrants to purchase 2,168,454 shares of common stock.

(10)

Based on that certain Securities Purchase Agreement, entered into by and among the Company, Mariner LDC, Caspian Select Credit Master Fund, Ltd., Caspian Solitude Master Fund, L.P., Caspian HLSC1, LLC, Super Caspian Cayman Fund Limited, Caspian SC Holdings, L.P. and Long Ball Partners, LLC, dated January 5, 2015, pursuant to which such parties purchased the number of shares of Series A-2 Preferred Stock indicated.

(11)	Includes 6,043,953 vested stock options and 500,001 stock options that vest within 60 days of April 16, 2019. Includes 540,000 shares of the Company’s common stock owned by Global Opportunities Breakaway MM LLC, of which Mr. Falcone is the Managing Member and, as such, has sole power to vote or dispose of such shares.

(12)	Includes 60,780 vested stock options.

(13)	Includes 6,000 shares of the Company’s common stock held in trust for the benefit of Ms. Herbst’s children. Ms. Herbst disclaims beneficial ownership of all securities so held in trust except to the extent of her pecuniary interest therein.

(14)	Mr. Voigt, our former Senior Managing Director, Investments, separated from his employment with the Company effective May 9, 2018.

(15)

Includes 200,000 shares of the Company’s common stocks held by CCUR Holdings, Inc. (“CCUR”), of which Mr. Barr is the Chairman, President and CEO . Mr. Barr disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein. Includes 4,466 vested stock options and 570,776 shares of the Company’s common stock that are issuable upon conversion of the Convertible Notes held by CCUR.

(16)	Includes 6,109,199 vested stock options, and 500,001 stock options that vest within 60 days of April 16, 2019.

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