Evercore Investment Banking Pitch Book

Process Considerations Potential Strategic Alternatives Alternative Sell to MacAndrews & Forbes Holdings Potential Divestitures Sale of Company to 3rd Party Buyer Status Quo Benefits Immediate cash proceeds for shareholders at a premium to pre-bid trading values Remove significant leverage and operational risk of declining top-line business from public shareholders ■ Potentially unlock greater value relative to current trading value ■ If proceeds used to pay down debt, could improve capital structure and liquidity profile Focus business and management resources Potential to obtain best and highest price for Company as a whole or in parts if auctioned on a broad basis ■ Potential to realize more value over time relative to current offer price Strategic optionality may change over time depending on MacAndrews & Forbes Holdings's objectives, business performance and market conditions EVERCORE PARTNERS 13 Preliminary Draft - Confidential Considerations ■ Low premium relative to trading price several months prior to bid (subject to potential negotiation) Loss of possibly significant upside potential, albeit with corresponding elimination of risk Potential tax leakage and change-of-control issues ■ Capital structure limitations on use of proceeds ■ Limited universe of potential buyers for many of the segments Mac Andrews & Forbes Holdings has stated that it is a buyer, not a seller ■ Existing favorable capital structure at HCHC would trigger change-of-control by a 3rd party buyer ■ No strategic bidder for entire Company ■ Possible acceleration of secular challenges facing a number of Montana's businesses ■ Continued "overhang" from Mac Andrews & Forbes Holdings's ownership, limited float and research coverage High leverage level results in significantly higher financial risk profile than is typical for a public company and also limits strategic flexibility

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