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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 2019 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 approve the HC2 Holdings, Inc. Second Amended and Restated 2014 Omnibus Equity Award Plan (the “Second A&R 2014 Plan”).

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, 2018.

5.	To consider and take action upon any other business that may properly come before the 2018 Annual Meeting or any continuations, postponements or adjournments thereof.

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•	“FOR” the election of the five (5) nominees identified in the accompanying Proxy Statement as directors (Proposal 1).

•	“FOR” the approval of, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal 2).

•	“FOR” the approval of the Second Amended and Restated 2014 Omnibus Equity Award Plan (Proposal 3).

•	“FOR” the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 (Proposal 4).

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•	By Internet or by telephone. Follow the instructions included in the Notice to vote by Internet or telephone. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 12, 2018.

•	By mail. As described in the Notice, you may request printed proxy materials, in which case you may complete, sign and return the proxy card in the postage pre-paid envelope accompanying the proxy materials so that it is received prior to the 2018 Annual Meeting.

•	In person at the 2018 Annual Meeting. If you attend the 2018 Annual Meeting, you may deliver your completed proxy card in person or you may vote your shares in person by completing a ballot, which will be available at the 2018 Annual Meeting.

•	By Internet or by telephone. Follow the instructions you receive from the bank, broker or other nominee to vote by Internet or telephone.

•	By mail. You will receive instructions from the bank, broker or other nominee explaining how to vote your shares.

•	In person at the 2018 Annual Meeting. Contact the bank, broker or other nominee who holds your shares to obtain a legal proxy and bring it with you to the 2018 Annual Meeting. You will not be able to vote in person at the 2018 Annual Meeting unless you have a legal proxy from your bank, broker or other nominee.

•	“FOR” the election of the five (5) nominees identified in the accompanying Proxy Statement as directors (Proposal 1).

•	“FOR” the approval of, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal 2).

•	“FOR” the approval of the Second Amended and Restated 2014 Omnibus Equity Award Plan (Proposal 3).

•	“FOR” the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 (Proposal 4).

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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 2018 Annual Meeting, which states that you have revoked your proxy; or

•	By attending the 2018 Annual Meeting and voting in person. Attending the 2018 Annual Meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the 2018 Annual Meeting that it be revoked.

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(1)	Member of the Compensation Committee. Mr. Leffler is the Chairman of the Committee.

(2)	Member of the Audit Committee. Mr. Gfeller is the Chairman of this Committee.

(3)	Member of the Nominating and Governance Committee. Mr. Leffler is the Chairman of this Committee.

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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;

•	following 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 Compensation Committee, on an ongoing basis, reviews, assesses and discusses with management (i) whether the compensation of the Company’s employees (including named executive officers) encourages employees to engage in excessive risk, (ii) the relationship between risk and management policies, practices and compensation, and (iii) compensation policies and practices that could mitigate any such risk. Our Compensation Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company, particularly in light of the following factors:

◦	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 2017 computed in accordance with FASB ASC Topic 718, formerly SFAS No. 123(R) (“ASC 718”). A discussion of the assumptions used in determining grant date fair value may be found in Note 17 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

(2)	Includes $15,000 paid to Mr. Barr pursuant to an Independent Consulting Agreement between Mr. Barr and the Company effective as of July 1, 2016 and dated July 11, 2016.

(3)	As of December 31, 2017, Mr. Barr had (i) 15,404 RSAs outstanding, and (ii) 4,466 stock options outstanding. Mr. Barr received a grant of 10,526 RSAs on June 19, 2017. These RSAs had an aggregate grant date fair value of $59,998 based on the closing price of HC2 common stock on June 14, 2017 of $5.70.

(4)	As of December 31, 2017, Mr. Gfeller had 15,404 RSAs outstanding. Mr. Gfeller received a grant of 10,526 RSAs on June 19, 2017. These RSAs had an aggregate grant date fair value of $59,998 based on the closing price of HC2 common stock on June 14, 2017 of $5.70.

(5)	As of December 31, 2017, Mr. Hillman had 15,404 RSAs outstanding. Mr. Hillman received a grant of 10,526 RSAs on June 19, 2017. These RSAs had an aggregate grant date fair value of $59,998 based on the closing price of HC2 common stock on June 14, 2017 of $5.70.

(6)	As of December 31, 2017, Mr. Leffler had 15,404 RSAs outstanding. Mr. Leffler received a grant of 10,526 RSAs on June 19, 2017. These RSAs had an aggregate grant date fair value of $59,998 based on the closing price of HC2 common stock on June 14, 2017 of $5.70.

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•	Philip A. Falcone, Chairman, President and Chief Executive Officer

•	Michael J. Sena, Chief Financial Officer

•	Paul K. Voigt, Senior Managing Director, Investments

•	Joseph A. Ferraro, Chief Legal Officer and Corporate Secretary

•	Andrew G. Backman, Managing Director, Investor Relations and Public Relations

•	Paul L. Robinson, Former Chief Legal Officer and Corporate Secretary

•	DBM Global Inc., with a record year-end backlog of $723 million, won a major contract for the Los Angeles Rams / Chargers Stadium, while closing two tuck-in acquisitions of CanDraft VSI and Mountain States Steel and distributing nearly $30 million of dividends and tax share to the Company.

•	Global Marine Systems Limited completed its strategic acquisition of the trenching and cable laying business of Fugro N.V., creating an even more effective operating platform for delivering services to its offshore power and oil & gas customers.

•	American Natural Gas signed its first renewable natural gas supply agreement, completed the integration and upgrade of fueling stations throughout the U.S. to support an efficient, expedient and reliable customer experience, and continued to focus on increasing capacity utilization by increasing sales volumes across its network of existing compressed natural gas (“CNG”) stations.

•	The Company received $8 million in total dividends from PTGi-International Carrier Services Inc., which continued to execute its global growth initiative with new account representatives in Latin America, Eastern Europe and Russia.

•	Continental Insurance Group Ltd. announced its intent to acquire Humana Inc.’s approximately $2.3 billion long-term care insurance business, KMG America Corporation, and improved profitability as a result of higher net investment income and reduced reserves, including posting positive net income of $7.1 million.

•	Pansend Life Sciences, LLC, whose companies continue to receive significant interest from several strategic partners, reached significant milestones, including new FDA approvals for R2 Dermatology, Incorporated, successful Pilot trials for MediBeacon, Inc. and new important patents granted for BeneVir Biopharm, Inc.

•	The Company, through HC2 Broadcasting Holdings Inc., continued to build out a nationwide network of over-the-air broadcast television stations (including the Spanish-language broadcast network Azteca America), capitalizing on what we the Company believes are significant opportunities created by the changing media landscape.

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

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•	reward our executives for their 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 2x Award will be paid in cash in 2018,

(b)	51% of the 2x Award will be granted as restricted stock, which restrictions will lapse on the first anniversary of the date of grant, and

(c)	9% of the 2x Award will consist of a grant of stock options which will vest and be exercisable on 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, which restrictions will lapse in substantially equal installments based on continued service with the Company on each of the second and third anniversary of the date of grant, and

(c)	9% of the Excess Award will consist of a grant of stock options which will vest in substantially equal installments on the second and third anniversary of the date of grant

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(1)	Information is not presented for years in which Messrs. Backman, Ferraro and Robinson were not named executive officers.

(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 2017, 2016 and 2015, 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 17 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. See “Compensation Discussion and Analysis-Elements of Compensation-Annual Bonus Plan” above for a description of the Bonus Plan, which provides for the payment of amounts earned with respect to the 2017 performance period in a mix of cash and equity. Amounts paid in equity in the form of RSAs to our named executive officers for the 2016 performance period are reflected as 2017 grants in the table above because the grants were made in 2017.

(4)

The amounts in this column represent the aggregate grant date fair value of stock option awards granted in 2017, 2016 and 2015, 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 17 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. See “Compensation Discussion and Analysis-Elements of Compensation-Annual Bonus Plan” above for a description of the Bonus Plan, which provides for the payment of amounts earned with respect to the 2017 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 2016 performance period are reflected as 2017 grants in the table above because the grants were made in 2017.

(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-Elements of Compensation-Annual Bonus Plan” above for a description of the Bonus Plan, which provides for the payment of amounts earned with respect to the 2017 performance period in a mix of cash and equity. See page 22 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. For Mr. Robinson, the amount includes a $1,000,000 cash bonus which Mr. Robinson received in connection with his resignation from the Company.

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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, 2017. 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 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.

(2)	Pursuant to his employment agreement, Mr. Ferraro received an initial long-term equity grant consisting of a number of restricted stock units with a grant date fair value equal to $501,000.

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(1)	Values calculated based on the closing price of HC2 common stock on December 29, 2017 of $5.95.

(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.

(3)	Mr. Falcone was granted 1,568,864 stock options on May 21, 2014 pursuant to the Initial Option.

(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. See “Compensation Discussion and Analysis-Elements of Compensation-Initial Long-Term Equity Grants-Option Agreements with Philip A. Falcone” above for a description of the Options granted to Mr. Falcone in 2014.

(5)	Mr. Falcone was granted 169,697 stock options on January 7, 2015 pursuant to the Initial Option. The final third of these stock options vested on January 7, 2017. 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. Mr. Falcone was granted 881,550 RSAs 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.

(7)	Mr. Falcone was granted 845,250 stock options on November 9, 2015 pursuant to the Initial Option. The final third of these stock options will vest on November 9, 2017.

(8)	Mr. Falcone was granted 300,742 stock options on December 24, 2015 pursuant to the Initial Option. The final third of these stock options will vest on December 24, 2017.

(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

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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 383,725 RSUs and 143,246 options on June 14, 2017. On March 10, 2018, 29% of both awards vested, and an additional 35.5% of each award will vest on each of March 10, 2019 and March 10, 2020.

(12)	Mr. Sena was granted 71,326 RSUs and 26,626 options on June 14, 2017. On March 10, 2018, 31% of both awards vested, and an additional 34.5% will vest on each of March 10, 2019 and March 10, 2020.

(13)	Mr. Voigt was granted 25,000 stock options on October 1, 2014 pursuant to his employment agreement entered into in 2014. Mr. Voigt was granted 106,706 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.

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

(15)	Mr. Backman was granted 36,364 RSAs on March 10, 2017, of which 33-1/3% vested on each of March 10, 2017 and March 10, 2018 and 33-1/3% of which will vest on March 10, 2019.

(16)	Mr. Robinson was granted 6,729 and 15,909 options on March 10, 2017 and June 14, 2017, respectively. The 22,638 options are exercisable. As part of Mr. Robinson's resignation, the 15,909 options were accelerated and were fully vested as of December 31, 2017.

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

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(1)	Determined by multiplying the shares of restricted stock that vested during fiscal year 2017 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.

(2)	In connection with Mr. Robinson's resignation as Chief Legal Officer and Corporate Secretary, the Compensation Committee approved the accelerated vesting of his equity awards on December 31, 2017.

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(1)

The employment agreements of the named executive officers (described on pages 31-34) provide that the named executives (other than Mr. Backman) 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 such termination, (i) the CEO shall receive twelve months of annual base salary plus twelve months of COBRA premiums, if eligible, (ii) the Chief Operating Officer, Chief Financial Officer, Chief Legal Officer and Senior Managing Director of Investments each shall receive six months of annual base salary plus six months of COBRA premiums, if eligible. Mr. Backman's employment agreement provides that he will receive at least six months 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 on pages 31-34.

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

(2)	Assumes the occurrence of a Fundamental Change Transaction as of December 31, 2017. Note that, as of December 29, 2017 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.

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(a)	Governance best practices.

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(b)	Will not be excessively dilutive to our stockholders.

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•	net earnings or net income (before or after taxes);

•	basic or diluted earnings per share (before or after taxes);

•	net revenue or net revenue growth;

•	gross revenue or gross revenue growth, gross profit or gross profit growth;

•	net operating profit (before or after taxes);

•	return measures (including, but not limited to, return on investment, assets, capital, gross revenue or gross revenue growth, invested capital, equity or sales);

•	cash flow measures (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital), which may but are not required to be measured on a per-share basis;

•	earnings before or after taxes, interest, depreciation, and amortization (including EBIT and EBITDA);

•	gross or net operating margins, productivity ratios, share price (including, but not limited to, growth measures and total stockholder return; expense targets or cost reduction goals, general and administrative expense savings; margins; and operating efficiency);

•	objective measures of customer satisfaction;

•	working capital targets;

•	measures of economic value added or other “value creation” metrics;

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•	inventory control;

•	enterprise value;

•	sales;

•	stockholder return;

•	client retention;

•	competitive market metrics;

•	employee retention;

•	timely completion of new product rollouts;

•	timely launch of new facilities;

•	objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional project budgets);

•	system-wide revenues;

•	royalty income;

•	cost of capital, debt leverage year-end cash position or book value;

•	strategic objectives, development of new product lines and related revenue, sales and margin targets, or international operations; or

•	any combination of the foregoing.

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(1)	All options were granted contingent on stockholder approval of this Proposal 3.

(2)	All the March 16 RSUs were granted contingent on stockholder approval of this Proposal 3.

(3)	Based on $5.45 per share, the closing price of a share on the NYSE on March 16, 2018.

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(1)	These amounts represent shares under the Company’s Amended 2014 Plan and the 2014 Omnibus Plan. Pursuant to the Amended 2014 Plan and the 2014 Omnibus Plan, no further awards may be granted under the Management Compensation Plan.

(2)	These amounts represent shares under Mr. Falcone’s Options. See “Compensation Discussion and Analysis-Elements of Compensation-Initial Long-Term Equity Grants-Option Agreements with Philip A. Falcone” above for a description of the Options granted to Mr. Falcone.

(3)	Represents the weighted-average exercise price of stock options outstanding under the Amended 2014 Plan and the 2014 Omnibus 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 17, 2018 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. The percentage of beneficial ownership of Series A Preferred Stock beneficially owned is based on 12,500 shares of Series A Preferred Stock outstanding as of April 17, 2018.

(3)

Each outstanding share of Series A-2 Preferred Stock is presently convertible into 129.03 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. The percentage of beneficial ownership of Series A-2 Preferred Stock beneficially owned is based on 14,000 shares of Series A-2 Preferred Stock outstanding as of April 17, 2018.

(4)

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, and Amendment No. 3 to the Schedule 13D filed with the SEC on October 31, 2016 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. Such Amendment No. 3 to Schedule 13D discloses that the reporting persons have shared voting and dispositive power with respect to, and beneficially own, 3,781,237 shares of the Company’s common stock, which amount consists of 800,090 shares of the Company’s common stock and 2,981,147 shares of common stock that may be acquired upon conversion of 12,500 shares of Series A Preferred Stock.

(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 shares of the Company's common stock.

(6)

Based solely on a Schedule 13G filed with the SEC on July 19, 2017 and Amendment No. 1 to Schedule 13G filed with the SEC on January 31, 2018 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 Issuer'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 Issuer'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 469,715 shares owned by Philip C. Mittleman, but may otherwise be deemed to share voting power and dispositive power in respect of such shares.

(7)	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 and Amendment No. 2 to Schedule 13G filed with the SEC on January 26, 2018 by American Financial Group, Inc., American Financial Group, Inc. has sole

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(8)

Based solely on a Schedule 13G filed with the SEC on February 16, 2016, and Amendment No. 1 to Schedule 13G/A filed with the SEC on February 14, 2017, by Putnam Investments, LLC d/b/a Putnam Investments (“PI”), Putnam Investment Management, LLC (“PIM”), The Putnam Advisory Company, LLC (“PAC”) and Putnam Capital Spectrum Fund (“PCSF”) and Amendment No. 2 to Schedule 13G/A filed with the SEC on February 7, 2018, by PI, PIM, PAC and Putnam Equity Spectrum Fund (“PESF”). According to the Schedule 13G, PI wholly owns two registered investment advisers: (i) PIM, which is the investment adviser to the Putnam family of mutual funds and (ii) PAC, which is the investment adviser to Putnam's institutional clients. Both subsidiaries have sole dispositive power over the shares as investment managers. In the case of shares held by the Putnam mutual funds managed by PIM, the mutual funds through their boards of trustees, have voting power. PAC has sole voting power over the shares held by its institutional clients. PESF beneficially owns 2,391,241 shares and has sole voting and dispositive power over such shares.

(9)

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.

(10)	Includes 5,524,324 vested stock options and 500,001 stock options that vest within 60 days of April 17, 2018.

(11)	Includes 16,532 vested stock options.

(12)	Includes 161,310 vested stock options.

(13)	Includes zero vested stock options.

(14)	Includes 4,466 vested stock options.

(15)	Includes 5,706,632 vested stock options, and 500,001 stock options that vest within 60 days of April 17, 2018.

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